AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
REGISTRATION STATEMENT NO. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOVRAN SELF STORAGE, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 16-1194043
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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)
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KENNETH F. MYSZKA
PRESIDENT
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)
copy to:
FREDERICK G. ATTEA, ESQ.
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
3400 Marine Midland Center
Buffalo, New York 14203
(716) 847-7010
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At
any time and from time to time after the effective date of this
Registration Statement in light of market conditions and other factors.
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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: [ ]
CALCULATION OF REGISTRATION FEE
===========================================================================
= PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE AMOUNT OF
TITLE OF SHARES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
Common Stock,
$.01 par value
per share 3,000,000 $25.9688 $77,906,400 $22,983
(includes
associated Rights
(3))
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(1) Plus such additional number of shares as may be required in the event
of a stock dividend, reverse stock split, split-up recapitalization or
other similar event.
(2) This estimate is based on the average of the high and low sales prices
on the New York Stock Exchange of the Common Stock of Sovran Self
Storage, Inc. on September 25, 1998, pursuant to Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), and is made
solely for the purposes of determining the registration fee.
(3) This Registration Statement also pertains to rights to purchase shares
of preferred stock of the Registrant in certain circumstances pursuant
to the Registrant's Shareholders Rights Agreement.
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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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
3,000,000 SHARES OF COMMON STOCK
SOVRAN SELF STORAGE, INC.
Sovran Self Storage, Inc., a Maryland corporation (the "Company"),
hereby offers participation in the Sovran Self Storage Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan is designed to
provide both potential new investors as well as existing shareholders of
the Company's common stock, par value $0.01 per share (the "Common Stock"),
with an economical and convenient method to purchase shares of Common Stock
under the stock purchase provision of the Plan (the "Stock Purchase
Program"). The Plan also permits shareholders to designate the cash
dividends on their newly purchased Common Stock and cash dividends on their
existing Common Stock for reinvestment in more shares of Common Stock
through the dividend reinvestment provisions of the Plan (the "Dividend
Reinvestment Program"). Some of the significant features of the Plan are
as follows:
- Participants (as defined in Questions 2 and 5) may purchase
additional shares of Common Stock at a 2% discount (subject to
change) by automatically reinvesting all or a portion of their
cash dividends on Company Stock in the Dividend Reinvestment
Program. See Question 12.
- Participants may also purchase shares of Common Stock at a 2%
discount (subject to change) by making optional cash payments of
$100 to $10,000 per month. See Question 17.
- Optional cash payments in excess of $10,000 may be made with the
permission of the Company. Such purchases may be priced at a
discount ranging from 0% to 3% as determined from time to time by
the Company in its sole discretion. See Question 17.
- Common Stock for the Plan will be purchased by the Agent (as
defined in Question 4) directly from the Company or in open
market or privately negotiated transactions, as determined from
time to time by the Company. At present, the Company expects
that shares needed for the Plan will be acquired directly from
the Company.
- Participation in the Plan is voluntary, and Participants may
terminate their participation at any time. Shareholders who do
not choose to participate in the Plan will continue to receive
cash dividends, as declared, in the usual manner. Participants
may also request that any or all of the shares held in their Plan
account ("Plan Shares") be sold by the Agent. See Question 27.
- Holders of Common Stock held in their own name ("Record Owners")
may participate directly. Holders of shares in bank, broker or
other nominee names ("Beneficial Owners") may participate in the
Plan by requesting that the bank, broker or other nominee
reinvest dividends and/or make optional cash payments on the
Beneficial Owner's behalf. Alternatively, Beneficial Owners may
ask their bank, broker or other nominee to transfer the shares
into the Beneficial Owner's own name and then participate
directly. See Questions 6 and 8.
<PAGE>
The shares of Common Stock, both those outstanding and those offered
hereby, are subject to repurchase by the Company under certain conditions
and are subject to certain restrictions on ownership and transferability
which prohibit any person (either alone or with others as a group) from
owning shares in excess of 9.8% (by number or value) (or 15% for certain
investors that will be "looked through" under the Internal Revenue Code of
1986, as amended (the "Code") for purposes of the foregoing requirement) of
any class or series of the Company's outstanding capital stock, subject to
certain exceptions.
The Company will bear the costs relating to the registration of the
Common Stock being offered hereby, estimated to be approximately $61,500.
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 DATE OF THIS PROSPECTUS IS SEPTEMBER 29, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"SEC" or "Commission") a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act with respect to the Plan
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 Citicorp Center, 500 West 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. The Commission also
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants,
including the Company, that file electronically with the Commission.
Statements contained in this Prospectus as to the contents of any contract
or other document referred to 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 Common Stock is listed
on the New York Stock Exchange ("NYSE"), and such materials can be
inspected and copied at the NYSE, 20 Broad Street, New York, New York
10005.
In accordance with Section 2-210 of the Maryland General Corporation
Law, as amended (the "MGCL"), the Board of Directors has authorized the
issuance of some or all of the shares of any or all of its classes or
series of capital stock without certificates. The Company has the
authority to designate and issue more than one class or series of capital
stock having various preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption. In addition, the Company's Articles of
Incorporation impose limitations on the ownership and transfer of the
Company's capital stock. The Company will furnish a full statement of the
relative rights and preferences of each class or series of capital stock of
the Company which has been so designated and any restrictions on the
ownership or transfer of capital stock of the Company to any stockholder
upon request and without charge. 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. Telephone
requests may be directed to Mr. Rogers at (716) 633-1850.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by the Company's Amended Annual Report on
Form 10-K/A filed on June 12, 1998, (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998, (iii) the Company's
Quarterly Report on Form 10Q for the quarter ended June 30, 1998, (iv) the
Company's Current Report on Form 8-K filed on October 24, 1997, (v) the
Company's Current Report on Form 8-K filed on February 20, 1998, as amended
by the Company's Amended Current Report on Form 8-K/A filed on April 17,
1998, (vi) the Company's Current Report on Form 8-K filed on June 10, 1998,
(vii) the Company's Current Report on Form 8-K filed on July 6, 1998,
(viii) the Company's Current Report on Form 8-K filed on September 25,
1998, (ix) Proxy Statement on Schedule 14A dated April 10, 1998, and
(x) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated June 16, 1995, including
all amendments and reports updating such descriptions.
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 offering of all Securities 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, including any Beneficial Owner, 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,
telephone (716) 633-1850.
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 an applicable Prospectus Supplement) 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 to constitute a part of this Prospectus or
any Prospectus Supplement, except as so modified or superseded.
THE COMPANY
General
Sovran Self Storage, Inc. is a self-administered and self-managed real
estate investment trust ("REIT") which acquires, owns, and manages
self-storage properties. (The Company's self storage properties are
hereinafter referred to collectively as the "Properties" and individually
as a "Property"). The Company was formed on June 26, 1995. As of
September 25, 1998, the Company owned and operated 200 self-storage
properties, consisting of approximately 11.2 million net rentable square
feet, situated in 19 states primarily in the Eastern United States and
Texas. As of June 30, 1998, the Properties had a weighted average
occupancy of 88%. The Company believes that it is one of the largest
operators of self-storage properties in the United States based on
facilities owned.
<PAGE>
The Company seeks to increase cash flow and enhance shareholder value
through aggressive management of the Properties and selective acquisition
of new self-storage properties. Aggressive property management entails
increasing rents, increasing occupancy levels, strictly controlling costs,
maximizing collections, strategically expanding and improving the
Properties and, should economic conditions warrant, developing new
properties. The Company believes that there continues 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 was formed to continue the business of its predecessor
Company which had engaged in the self storage business since 1985. As of
August 31, 1998, the Company owns a 100% fee simple interest in each of the
Properties through a limited partnership (the "Partnership") of which the
Company holds a 93.4% economic and unaffiliated third parties own
collectively a 6.6% limited partnership interest. The Partnership owns a
100% fee simple interest in each of the Properties. The Company believes
that this structure, commonly known as an umbrella partnership real estate
investment trust ("UPREIT"), facilitates the Company's ability to acquire
properties by using units of the Partnership as currency in property
acquisitions.
The Company was incorporated on April 19, 1995 under Maryland law.
The Company's principal executive offices are located at 5166 Main Street,
Williamsville, New York 14221, and its telephone number is (716) 633-1850.
The Company also maintains a regional office in Atlanta, Georgia.
USE OF PROCEEDS
The Plan will raise additional capital for the Company to the extent
that shares of Common Stock issued hereunder are authorized but previously
unissued shares or treasury shares (rather than shares acquired in the open
market). The Company currently intends to issue such shares and,
therefore, the Plan is expected to raise capital for the Company. The
Company intends to use the net proceeds from the Company's sale of Common
Stock for one or more of the following: repayment of indebtedness,
acquisition of additional self-storage facilities and for working capital
and general corporate purposes.
SUMMARY OF PLAN
The Plan provides both current owners of Common Stock and potential
new investors with a convenient and attractive method of investing cash
dividends and optional cash payments of $100 to $10,000 per month in shares
of Common Stock at a discount from the Market Price (as defined in Question
12) and without payment of any brokerage commission or service charge. In
addition, optional cash payments in excess of the $10,000 monthly limit may
be invested in shares at a discount from the Market Price if the Company,
in its sole discretion, approves a Request for Waiver for such stock
purchases (see below and Question 17). Each of the discounts is subject to
change from time to time (but will not vary from the range of 0% to 3%) and
is also subject to discontinuance at the Company's discretion at any time
based on a number of factors, including market conditions, the level of
participation in the Plan and the Company's current and projected capital
<PAGE>
needs. Except with respect to the Waiver Discount (as defined in Question
17 and discussed below), the Company will provide Participants with written
notice of a change in the applicable discount at least 30 days prior to the
relevant Record Date (as defined in Question 13), or prior to enrollment
for new investors, through an appropriate press release.
Optional cash payments of less than $100 and that portion of any
optional cash payment which exceeds the maximum monthly purchase limit of
$10,000, unless such upper limit has been waived, are subject to return to
the Participant without interest.
Shares of Common Stock purchased under the Plan will be retained by
the Agent for safekeeping and certificates for the Participant's other
shares registered in his or her name may be deposited with the Agent for
safekeeping without payment of any fee. At anytime, a Participant may
request in writing to have a certificate for such shares sent to him or
her. There is no fee for this service. See Question 24. Participants may
also request that any or all shares held in the Plan be sold by the Agent
on behalf of such Participants for a nominal fee, any brokerage costs and
any applicable stock transfer taxes on the sale of such shares, all of
which will be deducted by the Agent and the balance sent to the
Participant. See Question 27.
Should the Company choose to allow purchases in excess of the $10,000
monthly limit, it will first designate a discount of 0% to 3% (the "Waiver
Discount") from the Market Price for the investment of optional cash
payments that exceed $10,000. Each month, at least five (5) business days
prior to the Optional Cash Payment Due Date (as defined in Question 18),
the Company will establish the Waiver Discount and Threshold Price (each as
defined in Question 17), applicable to all optional cash payments that
exceed $10,000 in that month, or may choose not to offer an opportunity for
such waivers for that month. Interested Participants may then call (716)
633-0381 to receive notice of the designated Waiver Discount and Threshold
Price for that month, if any. The Participant must then seek permission to
exceed the normal $10,000 limit by submission of the Request for Waiver
form. If approved by the Company, full payment along with a copy of the
approved Request for Waiver form must be received by the Optional Cash
Payment Due Date. See Question 17 for further information about this
aspect of the Plan. The Waiver Discount and Threshold Price, which may
vary each month, will be established in the Company's sole discretion.
With respect to optional cash payments that exceed $10,000, for each
Trading Day of the related Pricing Period (each as defined in Question 12)
on which the Threshold Price is not satisfied, 1/10 of a Participant's
optional cash payment will be returned, without interest, as soon as
practicable after the applicable Investment Date. (See Question 18.)
Optional cash payments that do not exceed $10,000 and the reinvestment of
dividends in additional shares of Common Stock will not be subject to the
Waiver Discount or Threshold Price, if any.
The Company expects to grant Requests for Waiver to financial
intermediaries, including brokers and dealers, and other Participants in
the future. Grants of Requests for Waiver will be made in the sole
discretion of the Company based on a variety of factors, which may include:
the Company's current and projected capital needs, the alternatives
available to the Company to meet those needs, prevailing market prices for
Common Stock, general economic and market conditions, expected aberrations
<PAGE>
in the price or trading volume of the Common Stock, the potential
disruption of the price of the Common Stock by a financial intermediary,
the number of shares of Company Stock held by the Participant submitting
the Request for Waiver, the past actions of a Participant under the Plan,
the aggregate amount of optional cash payments for which such Requests for
Waiver have been submitted and the administrative constraints associated
with granting such Requests for Waiver. If such Requests for Waiver are
granted, a portion of the shares available for issuance under the Plan may
be purchased by Participants (including brokers or dealers) who, in
connection with any resales of such shares, could be deemed to be
underwriters within the meaning of the Securities Act. To the extent that
Requests for Waiver are granted it is expected that a greater number of
shares will be issued under the Stock Purchase Program of the Plan as
opposed to the Dividend Reinvestment Program of the Plan. Subject to the
availability of shares of Common Stock registered for issuance under the
Plan, there is no pre-established maximum limit on the number of shares
that may be purchased pursuant to approved Requests for Waiver.
Financial intermediaries may purchase a significant portion of the
shares of Common Stock issued pursuant to the Stock Purchase Program of the
Plan. The Company does not have any understanding with any such
organizations and, therefore, the extent of such financial intermediaries'
participation under the Plan cannot be estimated at this time.
Participants that are financial intermediaries that acquire shares of
Common Stock under the Plan with a view to distribution of such shares or
that offer or sell shares for the Company in connection with the Plan may
be deemed to be underwriters within the meaning of the Securities Act.
From time to time, financial intermediaries, including brokers and
dealers, may engage in positioning transactions in order to benefit from
the discount from the Market Price of the shares of Common Stock acquired
through the reinvestment of dividends or optional cash payments under the
Plan. Such transactions may cause fluctuations in the trading volume of
the Common Stock. Financial intermediaries that engage in positioning
transactions may be deemed to be underwriters within the meaning of the
Securities Act. The Plan is intended for the benefit of investors in the
Company and not for individuals who engage in transactions which may cause
aberrations in the price or trading volume of the Common Stock.
THE PLAN
The Company's Dividend Reinvestment and Stock Purchase Plan was
adopted by the Board of Directors on November 6, 1997. The following
questions and answers explain and constitute the Plan. Shareholders who do
not participate in the Plan will receive cash dividends, as declared and
paid in the usual manner.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to provide both current
shareholders of the Company Stock and potential new investors with an
economical and convenient method of increasing their investment in the
Company. Current shareholders may invest cash dividends in additional
shares of Common Stock without payment of any brokerage commission or
<PAGE>
service charge and at a discount from the Market Price (as defined in
Question 12). Current shareholders as well as new investors may also
invest optional cash payments in shares of Common Stock at a discount from
the Market Price and without payment of any brokerage commission or service
charge. See Questions 5 and 6 for a description of the shareholders who
are eligible to participate in the Plan and methods for Beneficial Owners
(as defined in the paragraph immediately preceding Question 5) and
non-shareholders to become eligible to participate. To the extent shares
are purchased from the Company under the Plan, the Company will receive
additional funds for use as described above under "Use of Proceeds."
The Plan may also be used by the Company to raise additional capital
through the sale each month of a portion of the shares available for
issuance under the Plan to purchasers of shares (including brokers or
dealers) who, in connection with any resales of such shares, may be deemed
to be underwriters. These sales will be effected through the Company's
ability to waive limitations applicable to the amounts which Participants
may invest pursuant to the Stock Purchase Program (see Question 17 for
information concerning limitations applicable to optional cash payments and
certain of the factors considered by the Company in granting waivers).
However, the Plan is primarily intended for the benefit of long-term
investors, and not for the benefit of individuals or institutions who
engage in short-term trading activities that could cause aberrations in the
composite trading volume of the Company's Common Stock. From time to time,
financial intermediaries may engage in positioning transactions in order to
benefit from the discount from the Market Price of the shares of Common
Stock acquired through the reinvestment of dividends and optional cash
payments under the Plan. Such transactions may cause fluctuations in the
trading volume of the Common Stock. The Company reserves the right to
modify, suspend or terminate participation in the Plan by otherwise
eligible holders of Common Stock in order to eliminate practices which are
not consistent with the purposes of the Plan.
OPTIONS AVAILABLE TO PARTICIPANTS
2. WHAT OPTIONS ARE AVAILABLE TO ENROLLED PARTICIPANTS?
Dividend Reinvestment Program. Holders of Common Stock who wish to
participate in the Plan, whether Record Owners, Beneficial Owners or
interested new investors who make an initial investment through the Stock
Purchase Program described below (each a "Participant"; see also Question 5
regarding the definition of a "Participant") generally may elect to have
all, a portion or none of their cash dividends paid on their shares of
Common Stock automatically reinvested in additional shares of Common Stock
through the Dividend Reinvestment Program. Cash dividends are paid on
Common Stock when and as declared by the Company's Board of Directors,
generally on a quarterly basis. Subject to the availability of shares of
Common Stock registered under the Plan, there is no limitation in the Plan
on the amount of dividends a Participant may reinvest under the Dividend
Reinvestment Program.
Stock Purchase Program. Each month, Participants may also elect to
invest optional cash payments in shares of Common Stock, subject to a
minimum monthly purchase limit of $100 and a maximum monthly purchase limit
of $10,000. The maximum limit is subject to waiver at the Company's
<PAGE>
discretion. See Question 17. Participants may make optional cash payments
each month even if dividends on their shares of Common Stock are not being
reinvested and whether or not a dividend has been declared. Participants
who elect to make optional cash payments only are not required to enroll
any shares of Common Stock purchased through the Stock Purchase Program
into the Dividend Reinvestment Program but may designate all of such shares
for such participation on the Authorization Form if desired.
ADVANTAGES AND DISADVANTAGES
3. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
ADVANTAGES
(a) The Plan provides Participants with the opportunity to reinvest
cash dividends paid on all or a portion of their shares of Common Stock in
additional shares of Common Stock without payment of any brokerage
commissions or service charge and at a discount, which is currently 2% and
is subject to change by the Company. See Question 12. The Company will
provide Participants with written notice of any change in the applicable
discount at least 30 days prior to the relevant Record Date (as defined in
Question 13) by an appropriate press release. See Question 12.
(b) The Plan provides Participants with the opportunity to make
monthly investments of optional cash payments, subject to minimum and
maximum amounts, for the purchase of shares of Common Stock at a 2%
discount from the Market Price (subject to change upon advance notice to
Participants) and without payment of any brokerage commission or service
charge.
(c) All cash dividends paid on Participants' Plan Shares enrolled in
the Dividend Reinvestment Program will be fully invested in additional
shares of Common Stock because the Plan permits fractional shares to be
credited to Plan accounts. Dividends on such fractional shares, as well as
on whole shares, will be reinvested in additional shares which will be
credited to Participants' Plan accounts.
(d) Normally, optional shares purchased will be held for safekeeping
by the Agent. At any time, a Participant may request the Agent to send a
certificate for some or all of the shares held by the Agent. There is no
fee for this service. See Question 24.
(e) A Participant may also elect to deposit with the Agent
certificates for the stockholder's other shares of Common Stock registered
in his or her name for safekeeping without charge. Because the Participant
bears the risk of loss in sending certificates to the Agent, certificates
should be sent by registered mail, return receipt requested and properly
insured, to the address specified in Question 35 below. If certificates
are later issued either upon request of the Participant or upon termination
of participation, new certificates will be issued.
(f) Periodic statements reflecting all current activity, including
purchases of Plan Shares and the most recent Plan account balance, simplify
Participants' record keeping. See Question 22 for information concerning
reports to Participants.
<PAGE>
DISADVANTAGES
(a) No interest will be paid by the Company or the Agent on dividends
or optional cash payments held pending reinvestment or investment. See
Question 11. In addition, optional cash payments of less than $100 and
that portion of any optional cash payment which exceeds the maximum monthly
purchase limit of $10,000, unless such upper limit has been waived, are
subject to return to the Participant without interest. Moreover, all or a
portion of the amount held for purchases above the $10,000 limit that have
been granted a waiver may also be subject to return to the Participant
without interest in the event that the Threshold Price, if any, is not met
for any Trading Day during the related Pricing Period. See Question 17.
(b) The actual number of shares to be purchased under the Plan will
not be determined until after the end of the relevant Pricing Period.
Therefore, during the Pricing Period, Participants will not know the actual
price per share or number of shares they have purchased.
(c) With respect to shares acquired from the Company, while the Plan
currently provides for a discount for reinvested dividends and optional
cash payments, the Participant's purchase price, as so discounted, may
exceed the price at which shares of the Common Stock are trading on the
Investment Date (as defined in Questions 11 and 18) when the shares are
issued or thereafter. The trading price on the Investment Date generally
governs the amount of taxable income to shareholders. See Question 40.
(d) Because optional cash payments must be received by the Agent by
the Optional Cash Payment Due Date, such payments may be exposed to changes
in market conditions for a longer period of time than in the case of
typical secondary market transactions. See Questions 11 and 18 through 20
for detailed information.
(e) Resales of shares of Common Stock credited to a Participant's
Plan account will involve a nominal fee per transaction to be deducted from
the proceeds of the sale by the Agent (if such resale is made by the Agent
at the request of a Participant), plus any brokerage commission and any
applicable stock transfer taxes on the resales. See Questions 21 and 27.
(f) Shares of Common Stock held in the Participant's Plan account
cannot be pledged until such shares are withdrawn from the Plan. See
Question 38.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN?
The Company has retained American Stock Transfer and Trust Company, as
plan administrator (the "Agent"), to administer the Plan, keep records,
send statements of account activity to each Participant and perform other
duties relating to the Plan. See Question 22 for information concerning
reports to Participants. Shares of Common Stock purchased under the Plan
are held by the Agent as agent for the Participants and are registered in
the name of the Agent or its nominee, unless and until a Participant
requests that a stock certificate for all or a portion of his or her shares
be issued, as more fully described in Question 24. If the Agent resigns or
otherwise ceases to act as plan administrator, the Company will appoint a
new plan administrator to administer the Plan.
<PAGE>
The Agent also acts as dividend disbursing agent, transfer agent and
registrar for the Company's Common Stock.
PARTICIPATION
For purposes of this section, responses are generally directed (a) to
existing shareholders, according to the method by which their shares are
held, or (b) to investors who are not currently shareholders but would like
to make an initial purchase of Common Stock to become a Participant.
Existing shareholders are either Record Owners or Beneficial Owners. A
Record Owner is a shareholder who owns shares of Company Stock in his or
her own name. A Beneficial Owner is a shareholder who beneficially owns
shares of Company Stock that are registered in a name other than his or her
own name (for example, the shares are held in the name of a bank, broker or
other nominee). A RECORD OWNER MAY PARTICIPATE DIRECTLY IN THE PLAN,
WHEREAS A BENEFICIAL OWNER WILL EITHER HAVE TO BECOME A RECORD OWNER BY
HAVING ONE OR MORE SHARES TRANSFERRED INTO HIS OR HER OWN NAME OR
COORDINATE HIS OR HER PARTICIPATION IN THE PLAN THROUGH THE BANK, BROKER OR
OTHER NOMINEE IN WHOSE NAME THE BENEFICIAL OWNER'S SHARES ARE HELD. For
more detailed information and instructions, see Questions 5 and 6.
5. WHO IS ELIGIBLE TO PARTICIPATE?
Record Owners. All Record Owners of Common Stock are eligible to
participate directly in the Plan.
Beneficial Owners. In order to participate directly in the Dividend
Reinvestment Program of the Plan, a Beneficial Owner must become a Record
Owner by having one or more shares transferred into his or her own name
from that of the applicable bank, broker or other nominee. Alternatively,
a Beneficial Owner may seek to arrange with the bank, broker or other
nominee who is the Record Owner to participate on the Beneficial Owner's
behalf.
Non-shareholders. Individuals who do not presently own any Common
Stock (as either a Record Owner or Beneficial Owner) may participate in the
Plan by making an initial purchase of Common Stock through the Stock
Purchase Program.
Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Common Stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer
in such jurisdiction.
In order for the Company to maintain its qualification as a REIT, not
more than 50% in value of any class or series the Company's outstanding
capital stock may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code). The Company may terminate, by
written notice, at any time any Participant's individual participation in
the Plan if such participation would be in violation of the restrictions
contained in the Articles of Incorporation or Bylaws of the Company. Such
restrictions prohibit any stockholder, directly or indirectly, from
beneficially owning more than 9.8% (or 15% for certain investors that will
be "looked through" under the Code for purposes of the foregoing REIT
qualification requirement) of any class or series of the Company's
<PAGE>
outstanding capital stock. Any attempted transfer or acquisition of
capital stock that would create a direct or indirect ownership of capital
stock in excess of this limit or would otherwise result in disqualification
of the Company as a REIT will be null and void. The Company's Articles of
Incorporation provide that capital stock subject to this limitation is
subject to various rights of the Company to enforce this limitation,
including conversion of the shares into nonvoting stock and transfer to a
trust. The above summary of the ownership limitation is qualified in its
entirety by reference to the Company's Articles of Incorporation, as
amended from time to time. The Company reserves the right to invalidate
any purchases made under the Plan that, in the Company's sole discretion,
may violate the 9.8% ownership limit. Any grant of a Request for Waiver,
as more fully described in Question 17, shall not be deemed to be a waiver
of such ownership limits.
6. HOW DOES AN ELIGIBLE PERSON PARTICIPATE?
Record Owners may join the Plan by completing and signing an
Authorization Form and returning it to the Agent. Authorization Forms may
be obtained at any time by written request to American Stock Transfer and
Trust Company, Attention Dividend Reinvestment Department, 40 Wall Street,
New York, NY 10005 or by telephoning the Agent at 1-800-278-4353.
Beneficial Owners who wish to join the Plan must instruct their bank,
broker or other nominee to arrange participation in the Plan on the
Beneficial Owner's behalf. The bank, broker or other nominee should then
make arrangements with its securities depository and the securities
depository will provide the Agent with the information necessary to allow
the Beneficial Owner to participate in the Plan. Should the Beneficial
Owner wish to participate in the Stock Purchase Program, a Broker and
Nominee Form ("B&N Form") must also be sent to the Agent for the bank,
broker or other nominee to participate in the Stock Purchase Program on
behalf of the Beneficial Owner. See Question 8. To facilitate
participation by Beneficial Owners, the Company has made arrangements with
the Agent to reinvest dividends and accept optional cash payments under the
Stock Purchase Program by Record Owners such as brokers, banks and other
nominees, on behalf of Beneficial Owners. Interested Beneficial Owners are
cautioned to insure that the broker, bank or other nominee passes along the
proceeds of any applicable discount to the beneficiary's account.
Alternatively, a Beneficial Owner may simply request that the number
of shares the Beneficial Owner wishes to be enrolled in the Plan be
reregistered by the bank, broker or other nominee in the Beneficial Owner's
own name as Record Owner in order to directly participate in the Plan.
Non-shareholders may join the Plan by making an initial investment in
an amount of at least $100 up to $10,000 (unless the maximum limit is
specifically waived by the Company, as discussed in Question 17). The
non-shareholder should mark the box on the Authorization Form indicating
that it is a non-shareholder wishing to become a Participant and should
designate the amount of the initial purchase of Common Stock. At the same
time, the new Participant may designate all or none of the purchased shares
to be enrolled in the Dividend Reinvestment Program. The Authorization
Form should be returned to the Agent, with payment, on or before the
applicable dates discussed below.
<PAGE>
ANY PARTICIPANT WHO RETURNS A PROPERLY EXECUTED AUTHORIZATION FORM TO
THE AGENT WITHOUT SPECIFYING THE NUMBER OF SHARES TO BE INCLUDED IN THE
DIVIDEND REINVESTMENT PROGRAM WILL BE ENROLLED AS HAVING SELECTED THE FULL
DIVIDEND REINVESTMENT OPTION DESCRIBED BELOW. See Question 7 for other
investment option information.
If an Authorization Form requesting reinvestment of dividends is
received by the Agent at least two (2) business days before the Record Date
established for a particular dividend, reinvestment will commence with that
dividend. If an Authorization Form is received less than two (2) business
days before the Record Date established for a particular dividend, the
reinvestment of dividends will begin on the dividend payment date following
the next Record Date if such shareholder or the participating bank, broker
or other nominee is still a holder of record. Additionally, for
Participants wishing to make optional cash payments to purchase shares
under the Stock Purchase Program, full payment must be received by the
Agent by the Optional Cash Payment Due Date. In the case of current
non-shareholders making an initial investment to become Participants, both
the Authorization Form and full payment of their designated initial
investment must be received by the Optional Cash Payment Due Date. See
also Questions 7 and 8.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form appoints the Agent as agent for the Participant
and directs the Company to pay to the Agent the Participant's cash
dividends on the Common Stock owned by the Participant on the applicable
Record Date and enrolled in the Dividend Reinvestment Program, and
thereafter including all whole and fractional shares of Common Stock
credited to the Participant's Plan account as they are added with each
reinvestment or optional cash purchase. Such cash dividends with respect
to shares enrolled in the Dividend Reinvestment Program will be
automatically reinvested by the Agent in shares of Common Stock. Any cash
dividends on shares of Common Stock that are not enrolled in the Dividend
Reinvestment Program will be paid directly to the Participant.
Additionally, the Authorization Form directs the Agent to purchase Common
Stock with a Participant's optional cash payments, if any. See Question 8
for a discussion of the B&N Form which is required to be used for optional
cash payments of a Beneficial Owner whose bank, broker or other nominee
holds the Beneficial Owner's shares in the name of a major securities
depository.
The Authorization Form provides for the purchase of initial or
additional shares of Common Stock through the following investment options:
(1) If "Full Dividend Reinvestment" is elected, the Agent will
automatically apply all cash dividends on all shares of Company Stock
then or subsequently registered in the Participant's name and all cash
dividends on all Plan Shares, together with any optional cash
payments, toward the purchase of additional Plan Shares.
(2) If "Partial Dividend Reinvestment" is elected, the Agent
will apply all cash dividends on only the number shares of Common
Stock then or subsequently registered in the Participant's name as
specified on the Authorization Form; and the Agent will automatically
apply all cash dividends on all Plan Shares, together with any
optional cash payments, toward the purchase of additional Plan Shares.
<PAGE>
(3) If "Optional Cash Payments Only" is elected, the Agent will
apply any optional cash payments (not less than $100) made by the
Participant to the purchase of additional shares of Common Stock in
accordance with the Plan and will apply dividends on such additional
Plan Shares as directed. UNLESS THE PARTICIPANT DESIGNATES ALL OR
NONE OF SUCH NEW PLAN SHARES FOR ENROLLMENT IN THE DIVIDEND
REINVESTMENT PROGRAM, THE PARTICIPANT WILL BE ENROLLED AS HAVING
SELECTED THE DIVIDEND REINVESTMENT OPTION.
Each Participant may select any one of the options desired, and the
designated options will remain in effect until a Participant specifies
otherwise by indicating a different option on a new Authorization Form, by
withdrawing some or all shares from the Plan in favor of receiving cash
dividends or in order to sell the Participant's Common Stock (see Questions
26 and 27), or until the Plan is terminated.
Participants may change their investment options at any time by
requesting a new Authorization Form and returning it to the Agent at the
address set forth in Question 35. Any Authorization Form which is returned
to the Agent to change a Participant's investment options will be effective
in accordance with the schedule described in the last paragraph of
Question 6.
ANY PARTICIPANT WHO RETURNS A PROPERLY EXECUTED AUTHORIZATION FORM TO
THE AGENT WITHOUT ELECTING AN INVESTMENT OPTION WILL BE ENROLLED AS HAVING
SELECTED THE FULL DIVIDEND REINVESTMENT OPTION.
8. WHAT DOES THE B&N FORM PROVIDE?
The B&N Form provides the only means other than reregistration of the
stock in the Beneficial Owner's own name, by which a bank, broker or other
nominee holding shares of a Beneficial Owner in the name of a major
securities depository may invest optional cash payments on behalf of such
Beneficial Owner. A B&N FORM MUST BE DELIVERED TO THE AGENT EACH TIME THAT
SUCH BANK, BROKER OR OTHER NOMINEE TRANSMITS OPTIONAL CASH PAYMENTS ON
BEHALF OF A BENEFICIAL OWNER. Forms will be furnished at any time upon
request to the Agent at the address or telephone number specified in
Question 35.
Prior to submitting the B&N Form, the bank, broker or other nominee
for a Beneficial Owner must make arrangements with its securities
depository and the Agent in order to participate on behalf of the
Beneficial Owner. See Questions 5 and 6.
THE B&N FORM AND APPROPRIATE INSTRUCTIONS MUST BE RECEIVED BY THE
AGENT NOT LATER THAN TWO (2) BUSINESS DAYS BEFORE THE APPLICABLE OPTIONAL
CASH PAYMENT DUE DATE OR THE PAYMENT WILL NOT BE INVESTED UNTIL THE
FOLLOWING INVESTMENT DATE.
9. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Yes. Record Owners or the bank, broker or other nominee for
Beneficial Owners may designate any desired number of their shares for
which dividends are to be reinvested. Dividends payable on shares held in
a Participant's name will thereafter be reinvested only on that number of
shares specified, and the Participant will continue to receive cash
dividends on the remainder of the shares. Dividends payable on Plan Shares
<PAGE>
credited to a Participant's account will be reinvested automatically
regardless of which method of participation is selected. Participants
electing only to make optional cash payments may designate that all or none
of the Plan shares purchased with Optional Cash Payments be enrolled in the
Dividend Reinvestment Program.
10. WHEN MAY AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
A Record Owner may join the Plan at any time. A non-shareholder may
join the Plan by making an initial investment of $100 to $10,000 (or more
by permission of the Company) when returning the Authorization Form. See
Question 7. Once in the Plan, a Participant remains in the Plan until he
or she withdraws from the Plan, the Company terminates his or her
participation in the Plan or the Company terminates the Plan. See Question
27 regarding withdrawal from the Plan.
11. WHAT ARE INVESTMENT DATES AND WHEN WILL DIVIDENDS OR OTHER MONEY BE
INVESTED?
Shares purchased under the Plan will be purchased on the "Investment
Date" in each month. The Investment Date with respect to the Common Stock
acquired pursuant to dividend reinvestments will be (i) if acquired
directly from the Company, the quarterly dividend payment date declared by
the Board of Directors (unless such date is not a business day in which
case it is the first business day immediately thereafter) or (ii) in the
case of open market purchases, the date or dates of actual investment, but
no later than ten (10) business days following the dividend payment date.
See Question 18 for detailed information concerning Investment Dates for
optional cash payments under the Stock Purchase Program.
The Company anticipates that Record Dates normally will be the sixth
day of January, April, July and October. The Company also anticipates that
dividends will be payable generally on the twenty-second day of the month
subsequent to such Record Dates. The actual dates will be set by the Board
of Directors in its sole discretion from time to time.
When open market purchases are made by the Agent, such purchases may
be made on any securities exchange where shares of Common Stock are traded,
in the over-the-counter market or by negotiated transactions, and may be
subject to such terms with respect to price, delivery and other matters as
agreed to by the Agent. Neither the Company nor any Participant shall have
any authorization or power to direct the time or price at which shares will
be purchased or the selection of the broker or dealer through or from whom
purchases are to be made by the Agent. However, when open market purchases
are made by the Agent, the Agent shall use its best efforts to purchase the
shares at the lowest possible price.
Shares will be allocated and credited to Participants' Plan accounts
on the appropriate Investment Date.
NO INTEREST WILL BE PAID ON CASH DIVIDENDS PENDING INVESTMENT OR
REINVESTMENT UNDER THE TERMS OF THE PLAN.
<PAGE>
PURCHASES AND PRICES OF SHARES
12. WHAT WILL BE THE PRICE TO PARTICIPANTS OF SHARES PURCHASED UNDER THE
PLAN?
With respect to reinvested dividends and optional cash payments that
do not exceed $10,000 (see Question 17 for a discussion of the discount
applicable to optional cash payments in excess of $10,000), unless shares
are purchased on the open market, shares will be purchased directly from
the Company for the Plan at a discount from the Market Price (as defined
below) established by the Company from time to time, currently 2% for
reinvested dividends and 2% for optional cash payments. If shares are
purchased on the open market for the Plan, Participants will receive a
discount from the Market Price, established by the Company from time to
time, currently 2% for reinvested dividends and 2% for optional cash
payments, after including the amount of any brokerage commissions paid by
the Company. In the case of open market purchases, in no event will the
aggregate amount of (i) any applicable brokerage commissions as described
in Question 21 below plus (ii) any discount from the Market Price exceed 2%
of the fair market value of the Common Stock at the time of purchase.
Each of the discounts is subject to change from time to time (but will
not vary from the range of 0% to 3%) and is also subject to discontinuance
at the Company's discretion at any time based on a number of factors,
including current market conditions, the level of participation in the Plan
and the Company's current and projected capital needs. Except with respect
to the Waiver Discount, the Company will provide Participants with written
notice of a change in the applicable discount at least 30 days prior to the
relevant Record Date, or prior to enrollment for new investors, via an
appropriate press release.
The "Market Price," in the case of shares purchased directly from the
Company, will be the average of the daily high and low sales prices,
computed to four decimal places, of the Common Stock on the NYSE Composite
Transactions, as reported in the Wall Street Journal, during the "Pricing
Period" (i.e., the ten (10) days on which the NYSE is open and for which
trades in the Company's Common Stock are reported (each a "Trading Day")
immediately preceding the relevant Investment Date, or, if no trading
occurs in the Common Stock on one or more of such days, for the 10 days
immediately preceding the Investment Date for which trades are reported).
In the case of shares purchased on the open market, the "Market Price" will
be the weighted average of the actual prices paid, computed to four decimal
places, for all of the Common Stock purchased by the Agent with all
Participants' reinvested dividends and optional cash payments for the
related month.
Neither the Company nor any Participant shall have any authorization
or power to direct the time or price at which shares will be purchased or
the selection of the broker or dealer through or from whom purchases are to
be made by the Agent. However, when open market purchases are made by the
Agent, the Agent shall use its best efforts to purchase the shares at the
lowest possible price.
<PAGE>
13. WHAT ARE THE RECORD DATES FOR DIVIDEND REINVESTMENT?
For the reinvestment of dividends, the "Record Date" is the record
date declared by the Company's Board of Directors for such dividend. The
dividend payment date declared by the Board of Directors constitutes the
Investment Date with respect to Common Stock acquired directly from the
Company. The Investment Date with respect to Common Stock purchased in
open market transactions will be the date or dates of actual investment,
but no later than ten (10) business days following the dividend payment
date. See Question 11 for further details about Investment Dates. Please
refer to Questions 11, 18 and 19 for a discussion of the Investment Dates
and Optional Cash Payment Due Dates applicable to optional cash payments.
14. HOW WILL THE NUMBER OF SHARES PURCHASED FOR A PARTICIPANT BE
DETERMINED?
A Participant's account in the Plan will be credited with the number
of shares, including fractions computed to three decimal places, equal to
the total amount to be invested on behalf of such Participant divided by
the applicable discounted Market Price (i.e., the Market Price per share as
calculated pursuant to the methods described in Question 12, as applicable,
minus the relevant discount). The total amount to be invested will depend
on the amount of any dividends paid on the number of shares owned by the
Participant and designated for reinvestment, plus dividends on the Plan
Shares in such Participant's Plan account designated for reinvestment and
the amount of any optional cash payments made by such Participant and
available for investment on the related Investment Date. Subject to the
availability of shares of Common Stock registered for issuance under the
Plan, there is no total maximum number of shares available for issuance
pursuant to the reinvestment of dividends.
15. WHAT IS THE SOURCE OF COMMON STOCK PURCHASED UNDER THE PLAN?
Plan Shares will be purchased either directly from the Company or on
the open market, or by a combination of the foregoing, at the option of the
Company, after a review of current market conditions and the Company's
current and projected capital needs. The Company will determine the source
of the Common Stock to be purchased under the Plan. Neither the Company
nor the Agent shall be required to provide any written notice to
Participants as to the source of the Common Stock to be purchased under the
Plan, but current information regarding the source of the Common Stock may
be obtained by contacting the Agent at (800) 278-4353.
16. HOW DOES THE STOCK PURCHASE PROGRAM WORK?
All current Record Owners and non-shareholders who have timely
submitted signed Authorization Forms indicating their intention to
participate in this program of the Plan, and Beneficial Owners whose
brokers, banks or other nominees have timely indicated their intention to
participate in this program (except for Beneficial Owners whose brokers,
banks or other nominees hold the shares of the Beneficial Owners in the
name of a major securities depository), are eligible to make optional cash
payments during any month, whether or not a dividend is declared. If a
bank, broker or other nominee holds shares of a Beneficial Owner in the
name of a major securities depository, optional cash payments must be made
through the use of the B&N Form. See Question 8. Optional cash payments
<PAGE>
must be accompanied by an Authorization Form or a B&N Form, as applicable.
Each month the Agent will apply any optional cash payment received from a
Participant no later than the Optional Cash Payment Due Date to the
purchase of additional shares of Common Stock for the account of the
Participant on the following Investment Date (as defined in Questions 11
and 18).
The discount from the Market Price applicable to optional cash
payments up to the monthly limit of $10,000 will be 2% (subject to change)
of the Market Price (as defined in Question 12). For optional cash
payments in excess of $10,000, the discount will be established each month
(between 0% and 3%) by the Company. Refer to Question 17 for a discussion
of the possible limitations applicable to the purchase of shares made with
optional cash payments.
17. WHAT LIMITATIONS APPLY TO OPTIONAL CASH PAYMENTS?
Minimum/Maximum Limits. For any Investment Date, each optional cash
payment is subject to a minimum of $100 and a maximum of $10,000. See
Question 18 regarding the determination of Investment Dates for optional
cash payments. For purposes of these limitations, all Plan accounts under
common control, management or representation by a bank, broker or other
nominee on a single B&N Form will be aggregated. Optional cash payments of
less than $100 and that portion of any optional cash payment which exceeds
the maximum monthly purchase limit of $10,000, unless such maximum limit
has been waived by the Company, will be returned to the Participant without
interest at the end of the relevant Pricing Period.
Threshold Price. The Company may establish for any Pricing Period a
minimum price (the "Threshold Price") applicable to optional cash payments
made pursuant to Requests for Waiver. If established for any Pricing
Period, the Threshold Price will be stated as a dollar amount that the
average of the high and low sales price of the Common Stock on the NYSE
Composite Transactions, as reported in the Wall Street Journal, for each
day of the applicable Pricing Period must equal or exceed. In the event
that the Threshold Price is not satisfied for a Trading Day in the Pricing
Period, then that day and the trading prices for that day will be excluded
from that Pricing Period. Thus, for example, if the Threshold Price is not
satisfied for 3 of the 10 days in a Pricing Period, then the average sales
price for purchases and the optional cash payments which may be invested
will be based on the remaining 7 days when the Threshold Price is
satisfied. For each day during the Pricing Period for which the Threshold
Price is not satisfied, 1/10 of each optional cash payment made pursuant to
a Request for Waiver will be returned to such Participant by check, without
interest, as soon as practicable after the applicable Investment Date.
The establishment of a Threshold Price and the possible return of a
portion of the investment applies only to optional cash payments made
pursuant to a Request for Waiver. Setting a Threshold Price for a Pricing
Period shall not affect the setting of a Threshold Price for any subsequent
Pricing Period. Neither the Company nor the Agent shall be required to
provide any written notice to Participants as to the Threshold Price for
any Pricing Period.
Waiver Discount. Each month the Company may establish a discount from
the Market Price applicable only to optional cash payments made pursuant to
a Request for Waiver. Such discount (the "Waiver Discount") may be between
<PAGE>
0% and 3% of the purchase price and may vary each month, but once
established will uniformly apply to all optional cash payments made
pursuant to an approved Request for Waiver for that month. Setting a
Waiver Discount for a particular month shall not affect the setting of a
Waiver Discount for any subsequent month. The Waiver Discount will apply
to the entire optional cash payment and not just the portion that exceeds
$10,000.
The establishment of a Waiver Discount applies only to optional cash
payments made pursuant to a Request for Waiver. All other optional cash
payments will be made at a 2% discount from the Market Price (subject to
change) without regard to any Waiver Discount.
Request for Waiver. Optional cash payments in excess of $10,000 per
month may be made only pursuant to a Request for Waiver approved by the
Company. Participants who wish to submit an optional cash payment in
excess of $10,000 for any Investment Date must obtain the prior written
approval of the Company, and a copy of such written approval must accompany
any such optional cash payment. In order to receive a Request for Waiver
Form, Participants should request the form from the Company via facsimile
at (716) 633-1860 or (716) 633-3397. At least five (5) business days prior
to the applicable Optional Cash Payment Due Date for an Investment Date,
the Company will determine whether to establish a Threshold Price and/or a
Waiver Discount. This determination will be made by the Company in its
discretion after a review of such considerations as transaction costs,
current market conditions, the level of participation in the Plan, and
current and projected capital needs. Participants may ascertain whether a
Threshold Price has been set or waived, and obtain the Waiver Discount, for
the given Pricing Period by telephoning the Company at (716) 633-0381 to
hear a pre-recorded message. A Request for Waiver must then be received by
the Company via U.S. mail or facsimile at (716) 633-1860 or (716) 633-3397
for that month at least two (2) business days before the Optional Cash
Payment Due Date. The Company will then notify the Participant if the
Request for Waiver has been approved no later than one business day prior
to the Optional Cash Payment Due Date. Please refer to Question 19 for
further procedural details with respect to submitting timely payments and
the allowable period within which bank clearance must be achieved.
THE COMPANY HAS SOLE DISCRETION WHETHER TO GRANT ANY APPROVAL FOR
OPTIONAL CASH PAYMENTS IN EXCESS OF THE ALLOWABLE MAXIMUM AMOUNT. In
deciding whether to approve a Request for Waiver, the Company will consider
a variety of relevant factors including, but not limited to, transaction
costs, whether the Plan is then acquiring newly issued shares directly from
the Company or acquiring shares in the open market, the Company's need for
additional funds, the attractiveness of obtaining such additional funds
through the sale of Common Stock as compared to other sources of funds, the
purchase price likely to apply to any sale of Common Stock, the Participant
submitting the request, the extent and nature of such Participant's prior
participation in the Plan, the number of shares of Common Stock held of
record by such Participant and the aggregate amount of optional cash
payments in excess of $10,000 for which Requests for Waiver have been
submitted by all Participants. If Requests for Waiver are submitted for
any Investment Date for an aggregate amount in excess of the amount the
Company is then willing to accept, the Company may honor such requests in
order of receipt, pro rata or by any other method that the Company
determines to be appropriate. There is no pre-established maximum limit
applicable to optional cash payments that may be made pursuant to approved
Requests for Waiver.
<PAGE>
18. WHAT ARE THE DUE DATES AND INVESTMENT DATES FOR OPTIONAL CASH
PAYMENTS?
Optional cash payments will be invested each month on the related
Investment Date. The "Optional Cash Payment Due Date" is one business day
prior to the commencement of the related Pricing Period (as defined in
Question 12). The Investment Date with respect to Common Stock acquired
with optional cash payments will be (i) in the case of shares acquired
directly from the Company, the 22nd day of each month (unless such date is
not a business day in which case it is the first business day immediately
thereafter), or (ii) in the case of open market purchases, the date or
dates of actual investment, but no later than ten (10) business days
following the 22nd day of each month.
Optional cash payments received by the Agent by the Optional Cash
Payment Due Date will be applied to the purchase of shares of Common Stock
on the Investment Date which relates to that Pricing Period. No interest
will be paid by the Company or the Agent on optional cash payments held
pending investment. Generally, optional cash payments received after the
Optional Cash Payment Due Date will be returned to Participants without
interest at the end of the Pricing Period; such optional cash payments may
be resubmitted by a Participant prior to the commencement of the next or a
later Pricing Period as to which the Company is entertaining Requests for
Waiver.
19. WHEN MUST OPTIONAL CASH PAYMENTS BE RECEIVED BY THE AGENT?
Each month the Agent will apply an optional cash payment for which
good funds are timely received to the purchase of shares of Common Stock
for the account of the Participant on the next Investment Date. See
Question 18. In order for funds to be invested on the next Investment
Date, the Agent must have received a check, money order or wire transfer by
the Optional Cash Payment Due Date and such check, money order or wire
transfer must have cleared before the related Investment Date. Wire
transfers may be used only if approved verbally in advance by the Agent.
Checks and money orders are accepted subject to timely collection as good
funds and verification of compliance with the terms of the Plan. Checks or
money orders should be made payable to "Agent Sovran Self Storage DRSPP."
Checks returned for any reason will not be resubmitted for collection.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON OPTIONAL CASH
PAYMENTS HELD PENDING INVESTMENT. SINCE NO INTEREST IS PAID ON CASH HELD
BY THE AGENT, IT NORMALLY WILL BE IN THE BEST INTEREST OF A PARTICIPANT TO
DEFER OPTIONAL CASH PAYMENTS UNTIL SHORTLY BEFORE COMMENCEMENT OF THE
PRICING PERIOD.
In order for payments to be invested on the Investment Date, in
addition to the timely receipt of good funds, the Agent must have received
an Authorization Form or a B&N Form, as appropriate. See Questions 6 and
8.
20. MAY OPTIONAL CASH PAYMENTS BE RETURNED?
Upon telephone or written request to the Agent received at least two
(2) business days prior to the Optional Cash Payment Due Date for the
Investment Date with respect to which optional cash payments have been
delivered to the Agent, such optional cash payments will be returned to the
<PAGE>
Participant as soon as practicable. Requests received less than two (2)
business days prior to such date will not be returned but instead will be
invested on the next related Investment Date. Additionally, a portion of
each optional cash payment will be returned by check, without interest, as
soon as practicable after the Investment Date for each Trading Day of the
Pricing Period that does not meet the Threshold Price, if any, applicable
to optional cash payments made pursuant to Requests for Waiver. See
Question 17. Also, each optional cash payment, to the extent that it does
not either conform to the limitations described in Question 18 or clear
within the time limit described in Question 19, will be subject to return
to the Participant as soon as practicable.
21. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH THEIR
PARTICIPATION UNDER THE PLAN?
Participants will incur no brokerage commissions or service charges in
connection with the reinvestment of dividends and in connection with all
purchases made pursuant to optional cash payments under the Plan. The
Company will pay all other costs of administration of the Plan.
Additionally, Participants may elect to send the certificates for their
other shares of Common Stock to the Agent for safekeeping, and there is no
fee for this service. However, Participants who request that the Agent
sell all or any portion of their shares (see Question 27) must pay a
nominal fee per transaction to the Agent, any related brokerage commissions
and applicable stock transfer taxes.
REPORTS TO PARTICIPANTS
22. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each Participant will receive a statement of his or her account
following each purchase of additional shares. These statements are the
Participant's continuing record of the cost of purchases and should be
retained for income tax purposes. In addition, Participants will receive
copies of other communications sent to holders of the Common Stock,
including the Company's annual report to its shareholders, the notice of
annual meeting and proxy statement in connection with its annual meeting of
shareholders and Internal Revenue Service information for reporting
dividends paid.
DIVIDENDS ON FRACTIONS
23. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes. Any fractional share held in a Participant's Plan account that
has been designated for participation in the Dividend Reinvestment Program
of the Plan will receive a proportionate amount of any dividend declared on
the Common Stock.
CERTIFICATES FOR SHARES
24. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED AND WHAT WILL HAPPEN
IF A PARTICIPANT REQUESTS A CERTIFICATE FOR COMMON SHARES HELD IN THE
ACCOUNT?
Normally, Common Stock purchased for Participants under the Plan will
be held in the name of the Agent or its nominee. No certificates will be
issued to Participants for shares in the Plan unless a Participant submits
<PAGE>
a written request to the Agent or until participation in the Plan is
terminated. At any time, a Participant may request the Agent to send a
certificate for some or all of the whole shares credited to a Participant's
account. This request should be mailed to the Agent at the address set
forth in the answer to Question 35. There is no fee for this service. Any
remaining whole shares and any fractions of shares will remain credited to
the Plan account. Certificates for fractional shares will not be issued
under any circumstances.
A Participant may also elect to deposit with the Agent certificates
for the shareholder's other shares of Common Stock registered in his or her
name for safekeeping under the Plan without charge. Because the
Participant bears the risk of loss in sending certificates to the Agent,
certificates should be sent by registered mail, return receipt requested,
and properly insured to the address specified in Question 35 below. If
certificates are later issued either upon request of the Participant or
upon termination of participation, new, differently numbered certificates
will be issued.
If a Participant requests delivery of a certificate for whole shares
of Common Stock held in the Participant's Plan account, any remaining whole
shares and fraction of a share will continue to be credited to the
Participant's account, and dividends on such shares will continue to be
reinvested under the Plan as originally elected. In addition, if a
Participant maintains an account for full reinvestment of dividends,
dividends on the Common Stock for which a certificate is requested would
continue to be reinvested under the Plan so long as such shares remain
registered in the Participant's name. If a Participant maintains an
account for partial dividend reinvestment, dividends on the shares for
which a certificate is requested would no longer be reinvested to the
extent that the total number of shares registered in the Participant's
name, including the shares for which a certificate is requested, exceeds
the number of shares for which the Participant has elected to reinvest
dividends. If the Participant maintains a Plan account only for optional
cash payments and had designated the shares held in the Plan account for
dividend reinvestment, dividends on shares of Common Stock for which a
certificate is requested would no longer be reinvested under the Plan
unless and until the Participant submits an Authorization Form to authorize
reinvestment of dividends on shares of Common Stock registered in the
Participant's name.
25. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Each Plan account is maintained in the name in which the related
Participant's certificates were registered at the time of enrollment in the
Plan. Stock certificates for those shares purchased under the Plan will be
similarly registered when issued upon a Participant's request. If a
Participant is a Beneficial Owner, such request must be placed through such
Participant's banker, broker or other nominee. See Question 6. A
Participant who wishes to pledge shares credited to such Participant's Plan
account must first withdraw such shares from the Plan account. See
Question 38.
<PAGE>
WITHDRAWALS AND TERMINATION
26. WHEN MAY PARTICIPANTS WITHDRAW FROM THE PLAN?
Participants may withdraw from the Plan with respect to all or a
portion of the shares held in his or her Plan account at any time. If the
request to withdraw is received prior to a dividend Record Date set by the
Board of Directors for determining shareholders of record entitled to
receive a dividend, the request will be processed on the day following
receipt of the request by the Agent.
If the request to withdraw is received by the Agent on or after a
dividend Record Date, but before the payment date, the Agent, in its sole
discretion, may either pay such dividend in cash or reinvest it in shares
for the Participant's Plan account. The request for withdrawal will then
be processed as promptly as possible following such dividend payment date.
All dividends subsequent to such dividend payment date will be paid in cash
unless a shareholder re-enrolls in the Plan, which may be done at any time.
Any optional cash payments which have been sent to the Agent prior to
a request for withdrawal will also be invested on the next Investment Date
unless a Participant expressly requests return of that payment in the
request for withdrawal, and the request for withdrawal is received by the
Agent at least two (2) business days prior to the Optional Cash Payment Due
Date.
27. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A Participant who wishes to withdraw from the Plan with respect to all
or a portion of the shares held in his or her Plan account must notify the
Agent in writing at its address set forth in the answer to Question 35.
Upon a Participant's withdrawal from the Plan or termination of the Plan by
the Company, certificates for the appropriate number of whole shares
credited to his or her account under the Plan will be issued free of
charge. A cash payment will be made for any fraction of a share.
Upon withdrawal from the plan, a Participant may also request in
writing that the Agent sell all or part of the shares credited to his or
her Plan account. The Agent will sell the shares as requested within ten
(10) business days after processing the request for withdrawal. The
Participant will receive the proceeds of the sale, less a nominal fee per
transaction paid to the Agent, any brokerage fees or commissions and any
applicable stock transfer taxes, generally within five (5) business days of
the sale.
28. ARE THERE ANY AUTOMATIC TERMINATION PROVISIONS?
Participation in the Plan will be terminated if the Agent receives
written notice of the death or adjudicated incompetency of a Participant,
together with satisfactory supporting documentation of the appointment of a
legal representative at least two (2) business days before the next Record
Date for purchases made through the reinvestment of dividends or Optional
Cash Payment Due Date for such payments, as applicable. In the event
written notice of death or adjudicated incompetency and such supporting
documentation is received by the Agent less than two (2) business days
before the next Record Date or Optional Cash Payment Due Date for purchases
made through the reinvestment of dividends or optional cash payments, as
<PAGE>
applicable, shares will be purchased for the Participant with the related
cash dividend or optional cash payment and participation in the Plan will
not terminate until after such dividend or payment has been reinvested.
Thereafter, no additional purchase of shares will be made for the
Participant's account and the Participant's Plan Shares and any cash
dividends paid thereon will be forwarded to such Participant's legal
representative.
OTHER INFORMATION
29. WHAT HAPPENS TO A PARTICIPANT'S PLAN SHARES IF THE PARTICIPANT SELLS
OR TRANSFERS ALL COMMON STOCK REGISTERED IN THE PARTICIPANT'S NAME?
If a Participant who is a Record Holder sells or transfers all of the
shares registered in the Participant's name, the Participant will still
remain in the Plan with respect to any Plan Shares held by the Agent and
will continue to earn dividends unless the Participant notifies the Agent
to terminate participation by giving the Agent a withdrawal notice prior to
the next relevant dividend Record Date. See Question 27.
30. WHAT HAPPENS IF THE COMPANY DECLARES A DIVIDEND PAYABLE IN SHARES OR
DECLARES A STOCK SPLIT?
Any dividend payable in shares and any additional shares distributed
by the Company in connection with a stock split in respect of shares
credited to a Participant's Plan account will be added to that account.
Stock dividends or split shares which are attributable to shares registered
in a Participant's own name and not in his or her Plan account will be
mailed directly to the Participant as in the case of shareholders not
participating in the Plan.
31. HOW WILL SHARES HELD BY THE AGENT BE VOTED AT MEETINGS OF
SHAREHOLDERS?
The Participant will receive a proxy card covering shares held in the
Plan and any shares held directly by the Participant as a Record Owner. If
the Participant is a Beneficial Owner, the Participant should receive a
proxy covering shares held in the Plan from his or her bank, broker or
other nominee.
If a proxy is returned properly signed and marked for voting, all of
the shares covered by the proxy will be voted as marked. If a proxy is
returned properly signed but no voting instructions are given, all of the
Participant's shares will be voted in accordance with recommendations of
the Board of Directors of the Company, unless applicable laws require
otherwise. If the proxy is not returned, or if it is returned unexecuted
or improperly executed, shares registered in a Participant's name may be
voted only by the Participant in person.
32. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY AND THE AGENT UNDER THE
PLAN?
The Company and the Agent will not be liable in administering the Plan
for any act done in good faith or required by applicable law or for any
good faith omission to act including, without limitation, any claim of
liability arising out of failure to terminate a Participant's account upon
his or her death, with respect to the price at which shares are purchased
<PAGE>
and/or the times when such purchases are made or with respect to any
fluctuation in the market value before or after purchase or sale of shares.
Notwithstanding the foregoing, nothing contained in the Plan limits the
Company's liability with respect to alleged violations of federal
securities laws.
The Company and the Agent shall be entitled to rely on completed forms
and the proof of due authority to participate in the Plan, without further
responsibility of investigation or inquiry.
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. The Company may suspend, terminate, or amend the Plan at any
time. Notice will be sent to Participants of any suspension or
termination, or of any amendment that alters the Plan terms and conditions,
as soon as practicable after such action by the Company. The Company may
also substitute another administrator or agent in place of the Agent at any
time; Participants will be promptly informed of any such substitution. Any
questions of interpretation arising under the Plan will be determined by
the Company and any such determination will be final.
34. WHO BEARS THE RISK OF MARKET FLUCTUATIONS IN THE COMPANY'S COMMON
STOCK?
A Participant's investment in shares held in the Plan account is no
different from his or her investment in directly held shares. The
Participant bears the risk of any loss and enjoys the benefits of any gain
from market price changes with respect to such shares.
35. WHO SHOULD BE CONTACTED WITH QUESTIONS ABOUT THE PLAN?
All correspondence regarding the Plan should be directed to:
American Stock Transfer and Trust Company
40 Wall Street
New York, NY 10005
Telephone (800) 278-4353
Attn: Dividend Reinvestment Department
Please mention Sovran Self Storage, Inc. and this Plan in all
correspondence.
36. HOW IS THE PLAN INTERPRETED?
Any questions of interpretation arising under the Plan will be
determined by the Company and any such determination will be final. The
Company may adopt rules and regulations to facilitate the administration of
the Plan. The terms and conditions of the Plan and its operation will be
governed by the laws of the State of Maryland.
37. WHAT ARE SOME OF THE PARTICIPANT RESPONSIBILITIES UNDER THE PLAN?
Plan Shares are subject to escheat to the state in which the
Participant resides in the event that such shares are deemed, under such
state's laws, to have been abandoned by the Participant. Participants,
therefore, should notify the Agent promptly in writing of any change of
address. Account statements and other communications to Participants will
be addressed to them at the last address of record provided by Participants
to the Agent.
<PAGE>
Participants will have no right to draw checks or drafts against their
Plan accounts or to instruct the Agent with respect to any shares of Common
Stock or cash held by the Agent except as expressly provided herein.
38. MAY SHARES IN A PARTICIPANT'S ACCOUNT BE PLEDGED?
None of the shares of Common Stock credited to a Participant's Plan
account may be pledged and any such purported pledge will be void. If a
Participant wishes to pledge shares, those shares must be withdrawn from
the Plan. See Question 27 regarding withdrawal of Plan Shares.
39. IF THE COMPANY ISSUES RIGHTS TO PURCHASE SECURITIES TO THE HOLDERS OF
COMMON STOCK, HOW WILL THE RIGHTS ON PLAN SHARES BE HANDLED?
In the event that the Company makes available to the holders of its
Common Stock rights to purchase additional shares of Common Stock or any
other securities, the Agent will sell such rights (if such rights are
saleable and detachable from the Common Stock) accruing to shares of Common
Stock held by the Agent for Participants and invest the proceeds in
additional shares of Common Stock on the next Investment Date for the
Common Stock. In the event such rights are not saleable or detachable, the
Plan will hold such rights for the benefit of Participants. A Participant
who wishes to receive directly any such rights may do so by sending to the
Agent, at least five (5) business days before the rights offering record
date, a written request that certificates for shares in his or her account
be sent to him or her.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
40. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
The following summary is based upon interpretations of current federal
tax law. IT IS IMPORTANT FOR PARTICIPANTS TO CONSULT THEIR OWN TAX
ADVISERS TO DETERMINE PARTICULAR TAX CONSEQUENCES, including state income
tax (and other taxes, such as stock transfer tax) consequences, which vary
from state to state and which may result from participation in the Plan and
subsequent disposition of shares acquired pursuant to the Plan. Income tax
consequences to Participants residing outside the United States will vary
from jurisdiction to jurisdiction.
Dividend Reinvestment Program
Participants in the Dividend Reinvestment Program under the Plan will
be treated for federal income tax purposes as having received, on the
Investment Date, a distribution in an amount equal to the fair market value
on that date of the shares acquired with reinvested dividends. Such shares
will have a tax basis equal to the same amount. For federal income tax
purposes, the fair market value of shares acquired under the Plan will
likely be treated as equal to 100% of the average of the high and low sale
prices of shares on the related Investment Date. The trading value on that
specific date may vary from the Market Price determined under the Plan for
such shares.
Such distribution will be taxable as a dividend to the extent of the
Company's current or accumulated earnings and profits. To the extent the
distribution is in excess of the Company's current or accumulated earnings
<PAGE>
and profits, the distribution will be treated first as a tax-free return of
capital, reducing the tax basis in a Participant's shares, and the
distribution in excess of a Participant's tax basis will be taxable as gain
realized from the sale of its shares.
EXAMPLE 1:
The following example may be helpful to illustrate the federal income
tax consequences of the reinvestment of dividends at a 2% discount from the
Market Price where the fair market value for tax purposes is the same as
the Market Price.
Cash dividends reinvested................................... $100.00
Assumed Market Price*....................................... $ 27.00
Less 2% discount per share.................................. $ (0.54)
-------
Net purchase price per share................................ $ 26.46
Number of shares purchased ($100.00/$26.46)................. 3.7793
Total taxable dividend resulting from transaction
(27.00 X 3.7793)**........................................ $102.04
__________________
* This price is assumed for illustrative purposes only, and will vary
with the market price of the Common Stock.
** Assumes trading price on Investment Date also equals $27.00.
Stock Purchase Program
The tax consequences relating to a discount associated with an
optional cash purchase are not entirely clear under current law.
Nonetheless, the Internal Revenue Service (the "IRS") has indicated in a
recent private ruling issued to another Real Estate Investment Trust
("REIT") that the discount associated with an optional cash purchase will
be treated as a distribution to a participant in that REIT's dividend
reinvestment and optional cash purchase plan if and only if that
participant also is enrolled in the dividend reinvestment program aspect of
that plan at the time of the optional cash purchase. Accordingly, if the
Participant is enrolled in the Dividend Reinvestment Program, then the
Participant should be treated as having received a distribution, upon the
purchase of shares with an optional cash payment, in an amount equal to the
excess, if any, of the fair market value of the shares on the Investment
Date over the amount of the optional cash payment. However, if the
Participant is not enrolled in the Dividend Reinvestment Program, then the
Participant should not be treated as having received a distribution on
account of the discount associated with the optional cash payment.
Participants should be aware that the private ruling described above is not
binding on the IRS with respect to the Plan and that the tax
characterization of discounts on optional cash purchases remains unsettled.
Participants also should be aware that in the case of Participants in the
Dividend Reinvestment Program, the Company will treat the entire amount of
the excess value of shares acquired under the Dividend Reinvestment Program
and the Stock Purchase Program as a distribution for tax reporting purposes
that is taxable as a dividend. It is possible, however, that all or a
portion of such distribution should be treated as a tax-free return of
capital. Notwithstanding the private ruling described above, the Company
also may determine that it should report and/or the IRS may require that
<PAGE>
the Company and Participants treat the excess value of shares acquired
under the Stock Purchase Program as a distribution taxable as a dividend,
regardless of whether such Participants are enrolled in the Dividend
Reinvestment Plan. PARTICIPANTS ARE STRONGLY ENCOURAGED TO CONSULT THEIR
OWN TAX ADVISORS IN THIS REGARD.
Shares acquired through the Stock Purchase Program under the Plan
should have a tax basis equal to the amount of the payment plus the excess,
if any, of the fair market value of the shares purchased over the amount of
the payment, but only to the extent such excess is treated as a
distribution taxable as a dividend. The fair market value on an Investment
Date may differ from the Market Price determined under the Plan for such
shares.
EXAMPLE 2:
The following example may be helpful to illustrate the federal income
tax consequences of the optional cash payment feature at a 2% discount from
the Market Price where the fair market value for tax purposes differs from
the Market Price and where the Participant also is enrolled in the Dividend
Reinvestment Plan.
Optional cash payment....................................... $100.00
Assumed Market Price*....................................... $ 27.00
Less 2% discount per share.................................. $ (0.54)
-------
Net purchase price per share................................ $ 26.46
Number of shares purchased ($100.00/$26.46)................. 3.7793
Total taxable dividend resulting from transaction
(3.7793 X $27.50 - $100.00)**............................. $ 3.93
- ----------------
* This price is assumed for illustrative purposes only, and will vary
with the market price of Common Stock.
** This example assumes a trading price on the Investment Date of $27.50.
A Participant's holding period for shares acquired pursuant to either
program under the Plan will begin on the day following the Investment Date.
Dividends received by corporate shareholders will not be eligible for the
dividends received deduction.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account, either
upon the Participant's request for certain of those shares or upon
termination of participation in the Plan. A Participant will realize gain
or loss upon the sale or exchange of shares acquired under the Plan. A
Participant will also realize gain or loss upon receipt, following
termination of participation in the Plan, of a cash payment for any
fractional share equivalent credited to the Participant's account. The
amount of any such gain or loss will be the difference between the amount
that the Participant received for the shares or fractional share equivalent
and the tax basis thereof.
<PAGE>
41. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO SHAREHOLDERS WHO
PARTICIPATE IN THE PLAN?
If a Participant fails to provide certain federal income tax
certifications in the manner required by law, dividends on shares of Common
Stock, proceeds from the sale of fractional shares and proceeds from the
sale of shares held for a Participant's account will be subject to federal
income tax withholding at the rate of 31%. If withholding is required for
any reason, the appropriate amount of tax will be withheld. Certain
shareholders (including most corporations) are, however, exempt from the
above withholding requirements.
If a Participant is a foreign shareholder whose dividends are subject
to federal income tax withholding at the 30% rate (or a lower treaty rate),
the appropriate amount will be withheld and the balance in shares will be
credited to such Participant's account.
DIVIDENDS
The Company has paid dividends since the initial public offering of
its Common Stock. In order to accommodate the provisions of this Plan, the
Company anticipates that Record Dates are normally the sixth day of
January, April, July and October. The Company anticipates that dividends
will be payable generally on the twenty-second day of the month subsequent
to such Record Dates. The actual dates will be set by the Board of
Directors in its sole discretion from time to time.
PLAN OF DISTRIBUTION
Except to the extent the Agent purchases Common Stock in open market
transactions, the Common Stock acquired under the Plan will be sold
directly by the Company through the Plan. The Company may sell Common
Stock to owners of shares (including brokers or dealers) who, in connection
with any resales of such shares, may be deemed to be underwriters. Such
shares, including shares acquired pursuant to waivers granted with respect
to the Stock Purchase Program of the Plan, may be resold in market
transactions (including coverage of short positions) on any national
securities exchange on which shares of Common Stock trade or in privately
negotiated transactions. The Common Stock is currently listed on the NYSE.
Under certain circumstances, it is expected that a portion of the shares of
Common Stock available for issuance under the Plan will be issued pursuant
to such waivers. The difference between the price such owners pay to the
Company for shares of Common Stock acquired under the Plan, after deduction
of the applicable discount from the Market Price, and the price at which
such shares are resold, may be deemed to constitute underwriting
commissions received by such owners in connection with such transactions.
Subject to the availability of shares of Common Stock registered for
issuance under the Plan, there is no total maximum number of shares that
can be issued pursuant to the reinvestment of dividends. From time to
time, financial intermediaries may engage in positioning transactions in
order to benefit from the discount from the Market Price of Common Stock
acquired through the reinvestment of dividends and optional cash payments
under the Plan.
<PAGE>
The Company will pay any and all brokerage commissions and related
expenses incurred in connection with purchases of Common Stock under the
Plan. However, sales of shares of Common Stock credited to a Participant's
Plan account will involve a nominal fee per transaction to be deducted from
the proceeds of the sale by the Agent (if such sale is made by the Agent at
the request of a Participant), plus any brokerage commissions and any
applicable stock transfer taxes.
Common Stock may not be available under the Plan in all states. This
Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Common Stock or other securities in any state or any
other jurisdiction to any person to whom it is unlawful to make such offer
in such jurisdiction.
LEGAL MATTERS
Phillips, Lytle, Hitchcock, Blaine & Huber LLP, Buffalo, New York,
will pass upon certain legal matters for the Company. Phillips, Lytle,
Hitchcock, Blaine & Huber LLP has in the past represented and is presently
representing the Company in certain other matters. Robert J. Attea,
Chairman of the Board and Chief Executive Officer of the Company, is the
brother of a partner of Phillips, Lytle, Hitchcock, Blaine & Huber LLP.
Several partners of Phillips, Lytle, Hitchcock, Blaine & Huber LLP own
shares of Common Stock.
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 auditors, and are incorporated
herein in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
GLOSSARY
"Agent" means a plan administrator that administers the Plan, keeps
records, sends statements of account to each Participant and performs other
duties related to the Plan. American Stock Transfer and Trust Company
currently serves as Agent of the Plan.
"Beneficial Owners" means shareholders who beneficially own shares of
Company Stock that are registered in a name other than their own (for
example, in the name of a bank, broker or other nominee).
"B&N Form" means a Broker and Nominee form used to permit a Beneficial
Owner's bank, broker or other nominee to participate in the Stock Purchase
Program on the Beneficial Owner's behalf.
"Business day" means any day other than Saturday, Sunday or legal
holiday on which NYSE or another applicable securities exchange is closed
or a day on which the Agent is authorized or obligated by law to close.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the common stock, $.01 par value, of the Company.
"Company" means Sovran Self Storage, Inc., a Maryland corporation.
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Investment Date" means, with respect to Common Stock acquired
pursuant to a dividend reinvestment, in the case of shares acquired
directly from the Company, the quarterly dividend payment date declared by
the Board of Directors (unless such date is not a business day in which
case it is the first business day immediately thereafter) or, in the case
of open market purchases, the date or dates of actual investment, but no
later than ten (10) business days following the dividend payment date; and
with respect to Common Stock acquired with an optional cash payment, in the
case of shares acquired directly from the Company, the 22nd day of each
month (unless such date is not a business day in which case it is the first
business day immediately thereafter), or (ii) in the case of open market
purchases, the date or dates of actual investment, but no later than ten
(10) business days following the 22nd day of each month.
"Market Price" means, with respect to reinvested dividends and
optional cash payments that do not exceed $10,000 (see Question 17 for a
discussion of the discount applicable to optional cash payments in excess
of $10,000) for shares acquired directly from the Company, the average high
and low sales prices, computed to four decimal places, of the Common Stock
on the NYSE Composite Transactions, as reported in the Wall Street Journal,
during the Pricing Period (i.e., the ten (10) days on which the NYSE is
open and for which trades in the Company's Common Stock are reported
immediately preceding the relevant Investment Date, or, if no trading
occurs in the Common Stock on one or more of such days, for the 10 days
immediately preceding the Investment Date for which trades are reported).
With respect to reinvested dividends and optional cash payments that do not
exceed $10,000 (see Question 17 for a discussion of the discount applicable
to optional cash payments in excess of $10,000) for shares to be acquired
on the open market, Market Price means the weighted average of the actual
prices paid, computed to four decimal places, for all of the Common Stock
purchased by the Agent with all Participants' reinvested dividends and
optional cash payments for the related month.
"NYSE" means the New York Stock Exchange.
"Optional Cash Payment Due Date" means one day prior to the relevant
Pricing Period.
"Participant" means a Record Owner of Company Stock, the Beneficial
Owner of Company Stock whose bank, broker or other nominee participates on
the Beneficial Owner's behalf, or a current non-shareholder who wishes to
participate in the Plan upon making an initial investment in the Common
Stock offered herein.
"Plan" means the Sovran Self Storage, Inc. Dividend Reinvestment and
Stock Purchase Plan.
"Plan Shares" means all shares of Common Stock held in a Participant's
account under the Plan, including shares purchased through the Stock
Purchase Program and all whole and fractional shares credited to a
Participant's Plan account as the result of reinvestment of dividends on
shares of Company Stock enrolled in the Dividend Reinvestment Program.
"Pricing Period" means the period encompassing the 10 days during
which the Common Stock is traded on the NYSE preceding the relevant
dividend reinvestment or optional cash payment Investment Date.
<PAGE>
"Record Date" means, with respect to reinvestments of dividends, the
Record Date declared by the Company's Board of Directors for such dividend.
"Record Owner" means shareholders who own shares of the Company's
Stock in their own names.
"Request for Waiver" means a written request from a Participant to
make optional cash payments in excess of $10,000.
"Securities Act" means the Securities Act of 1933, as amended.
"Threshold Price" means the minimum price, if any, established by the
Company that the average high and low prices of the Common Stock must equal
or exceed during each day of the Pricing Period for optional cash payments
made pursuant to Requests for Waiver.
"Waiver Discount" means the discount from the Market Price applicable
to optional cash payments made pursuant to Requests for Waiver. Such
discount will vary between 0% and 3% of the Market Price (based on a
variety of potential considerations as discussed in Question 17) and may
vary from month to month.
<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, OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE COMMON STOCK
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..................
Incorporation of Certain Documents by
Reference............................
The Company............................
Use of Proceeds........................
Summary of Plan........................
The Plan...............................
Purpose................................
Options Available to Participants......
Advantages and Disadvantages...........
Administration.........................
Participation..........................
Purchases and Prices of Shares.........
Reports to Participants................
Dividends on Fractions.................
Certificates for Shares................
Withdrawals and Termination............
Other Information......................
Certain Federal Income Tax
Considerations.......................
Dividends..............................
Plan of Distribution...................
Legal Matters..........................
Experts................................
Glossary...............................
======================================================
======================================================
SOVRAN SELF STORAGE, INC.
3,000,000 Shares of Common Stock
------------------------
PROSPECTUS
------------------------
September 29, 1998
======================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses expected to be incurred in connection with the issuance
and distribution of the securities being registered are as set forth below.
All such expenses, except for the SEC registration and filing fees, are
estimated:
SEC Registration............................................ $23,000
NYSE Listing Fee............................................ 1,500
Legal Fees and Expenses..................................... 15,000
Accounting Fees and Expenses................................ 10,000
Printing and Engraving Fees................................. 10,000
Blue Sky Fees and Expenses.................................. 2,000
---------
Total............................................. $61,500
=========
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 require 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 indemnification 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.
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.
<PAGE>
As permitted by Maryland Law, the Articles of Incorporation provide
that a Director or officer 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
4.1 -- Amended and Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 of the Registration
Statement on Form S-11 of the Company, Registration
No. 33-91422.)
4.2 -- Amended and Restated Bylaws of the Company. (Incorporated by
reference to Exhibit 3.2 of the Registration Statement on
Form S-11 of the Company, Registration No. 33-91422.)
5.1 -- Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP, as to
legality.
8.1 -- Opinion of Phillips, Lytle, Hitchcock, Blaine & Huber LLP, as to
certain federal income tax matters.
23.1 -- Consent of Phillips, Lytle, Hitchcock, Blaine & Huber LLP
(included in Exhibits 5.1 and 8.1).
23.2 -- Consent of Ernst & Young LLP, independent accountants.
24.1 -- Power of Attorney (included on signature page hereto).
99.1 -- Form of Authorization Form.
99.2 -- Form of Broker & Nominee Form.
99.3 -- Form of Request for Waiver form.
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
<PAGE>
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(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 of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<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 29th
day of September, 1998.
Sovran Self Storage, Inc.
By: /s/KENNETH F. MYSZKA
-------------------------------
Kenneth F. Myszka, President
and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors, of Sovran Self Storage, Inc. (the "Company") hereby severally
constitute Kenneth F. Myszka and David L. Rogers, and each of them singly,
as true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement filed herewith and any and all amendments to
said Registration Statement, and generally to do all such things in our
names and in our capacities as officers and directors to enable Sovran Self
Storage, Inc. to comply with the provisions of the Securities Act of 1933
and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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 29, 1998
Robert J. Attea Directors and Chief
Executive Officer
/s/KENNETH F. MYSZKA President, Chief Operating September 29, 1998
Kenneth F. Myszka Officer and Director
(Principal Executive
Officer)
/s/DAVID L. ROGERS Chief Financial Officer September 29, 1998
David L. Rogers (Principal Financial and
Accounting Officer)
/s/JOHN BURNS Director of the Company September 29, 1998
John Burns
/s/MICHAEL A. ELIA Director of the Company September 29, 1998
Michael A. Elia
/s/CHARLES E. LANNON Director of the Company September 29, 1998
Charles E. Lannon
<PAGE>
EXHIBIT 5.1
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER
3400 MARINE MIDLAND CENTER
BUFFALO, NEW YORK 14203
September 29, 1998
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
3,000,000 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 the Company
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan").
In connection with rendering this opinion, we have examined the
Articles of Incorporation, as heretofore amended, and Bylaws of the
Company; such records of corporate proceedings of the Company as we deemed
material; the Registration Statement on Form S-3 under the Securities Act
relating to the 3,000,000 Shares, (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, the State of New York, and the
Maryland General Corporation Law. We express no opinion with regard to the
"blue sky" or securities laws of any state including the securities laws of
the States of New York and Maryland.
Based upon and subject to the foregoing, we are of the opinion that
the 3,000,000 shares of Common Stock which may be issued by the Company
have been duly authorized and, when issued in accordance with the terms of
the Registration Statement and the Plan, will be validly issued, fully paid
and non-assessable.
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 LLP
<PAGE>
EXHIBIT 8.1
PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER, LLP
3400 MARINE MIDLAND CENTER
BUFFALO, NEW YORK 14203
September 29, 1998
Sovran Self Storage, Inc.
5166 Main Street
Williamsville, New York 14221
Re: Certain Federal Income Tax Matters
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Sovran
Self Storage, Inc. (the "Company") in connection with the Company's
registration statement on Form S-3 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of
3,000,000 shares of the Company's common stock, par value $.01 per share,
that may be issued by the Company pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan. This opinion relates to the Company's
qualification for federal income tax purposes as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended (the
"Code") and the accuracy of the discussion under the heading "Certain
Federal Income Tax Considerations" contained in the Registration Statement.
In rendering the following opinion, we have examined the Articles of
Incorporation and Bylaws of the Company, each as amended, the Company's
federal income tax return for each of the taxable years ended December 31,
1995, and December 31, 1996 filed on Forms 1120-REIT, and such other
records, certificates and documents as we have deemed necessary or
appropriate for purposes of rendering the opinions set forth herein.
We have reviewed the Registration Statement and the descriptions set
forth therein of the Company and its investments and activities. We have
relied upon the representations of individuals who are senior officers of
the Company, regarding the manner in which the Company has been and will
continue to be owned and operated. We assume that the Company has been and
will be operated in accordance with applicable laws and the terms and
conditions of applicable documents, and that the descriptions of the
Company and its investments, and the proposed investments, activities,
operations and governance of the Company set forth in the Registration
Statement continue to be true. In addition, we have relied on certain
additional facts and assumptions described below.
In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the
conformity to the original documents of all documents submitted to us as
<PAGE>
copies, (iv) the conformity of final documents to all documents submitted
to us as drafts, (v) the authority and capacity of the individual or
individuals who executed any such documents on behalf of any person,
(vi) the accuracy and completeness of all records made available to us, and
(vii) the factual accuracy of all representations, warranties and other
statements made by all parties. We have also assumed, without
investigation, that all documents, certificates, warranties and covenants
on which we have relied in rendering the opinion set forth below and that
were given or dated earlier than the date of this letter continue to remain
accurate, insofar as relevant to the opinion set forth herein, from such
earlier date through and including the date of this letter.
The discussion and conclusions set forth below are based upon the
Code, the Income Tax Regulations and Procedure and Administration
Regulations promulgated thereunder and existing administrative and judicial
interpretations thereof, all of which are subject to change. No assurance
can therefore be given that the federal income tax consequences described
below will not be altered in the future.
Based upon and subject to the foregoing, and provided that the Company
continues to meet the applicable asset composition, source of income,
shareholder diversification, distribution, recordkeeping and other
requirements of the Code necessary for a corporation to qualify as a REIT,
we are of the opinion that:
1. Commencing with the Company's first taxable year ended
December 31, 1995, the Company has been organized in conformity
with the requirements for qualification as a "real estate
investment trust" under the Code, and its method of operation, as
described in the representations referred to above will enable it
to continue to meet the requirements for qualification and
taxation as a "real estate investment trust" under the Code.
2. The Statements in the Registration Statement set forth under the
caption "Certain Federal Income Tax Considerations" to the extent
such information constitutes matters of law, summaries of legal
matters, or legal conclusions, have been reviewed by us and are
accurate in all material respects.
We express no opinion with respect to the transactions described in
the Registration Statement other than those expressly set forth herein. You
should recognize that our opinion is not binding on the Internal Revenue
Service (the "IRS") and that the IRS may disagree with the opinion
contained herein. Although we believe that our opinion will be sustained if
challenged, there can be no assurance that this will be the case. Except as
specifically discussed above, the opinion expressed herein is based upon
the law as it currently exists. Consequently, future changes in the law may
cause the federal income tax treatment of the transactions described herein
to be materially and adversely different from that described above.
We consent to being named as Counsel to the Company in the
Registration Statement, to the references in the Registration Statement to
our firm and to the inclusion of a copy of this opinion letter as an
exhibit to the Registration Statement.
Very truly yours,
/s/ PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3, No. 333-00000) and related Prospectus
of Sovran Self Storage, Inc. for the registration of 3,000,000 shares of
its common stock and to the incorporation by reference therein of our
report dated January 29, 1998 (except for notes 5 and 14, for which the
date is March 24, 1998), with respect to the consolidated financial
statements of Sovran Self Storage, Inc. included in its Annual Report
(Form 10-K), as amended, for the year ended December 31, 1997, and our
report on the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
We also consent to the incorporation by reference of our reports
dated: October 10, 1997; April 9, 1998; June 9, 1998; July 2, 1998 with
respect to the Historical Summaries of Combined Gross Revenue and Direct
Operating Expenses included, respectively, in its Current Reports on:
Form 8-K dated October 24, 1997; Form 8-K/A dated April 17, 1998; Form 8-K
dated June 10, 1998; Form 8-K dated July 6, 1998, all filed with the
Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Buffalo, New York
September 28, 1998
<PAGE>
EXHIBIT 99.1 NOT TO BE USED BY BENEFICIAL OWNERS
SEE PROSPECTUS, QUESTIONS 5, 6 AND 8
AUTHORIZATION FORM FOR
SOVRAN SELF STORAGE, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
----------------------
THIS FORM, WHEN COMPLETED AND SIGNED,
SHOULD BE MAILED TO:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
Attn: Dividend Reinvestment Department
40 Wall Street
New York, NY 10005
IS THIS ACCOUNT FOR AN EXISTING SHAREHOLDER OF RECORD? YES [ ] NO [ ]
- ---------------------------------------------------------------------------
1. ACCOUNT REGISTRATION.
Complete only one section: Print clearly in CAPITAL LETTERS.
A. Individual or Joint Account
Owner's Name: ______________________________________________________
Owner's Social Security No.
(used for tax reporting)
[ ][ ][ ]-[ ][ ]-[ ][ ][ ][ ]
Joint Owner's Name: _________________________________________________
The account will be registered
"Joint Tenants with Rights of
Survivorship" unless you check
another option below:
[ ] Tenants in common
[ ] Tenants by entirety
[ ] Community Property
B. Gift Transfer to a Minor (UGMA/UTMA)
Custodian's Name: ______________________________________________
Minor's Name: __________________________________________________
Minor's Social Security No. Donor's
(REQUIRED) State
[ ][ ][ ]-[ ][ ]-[ ][ ][ ][ ] [ ][ ]
C. Trust (Please check only one of the trustee types) [ ] Person as
trustee [ ] Organization as trustee
Trustee: Individual or organization name: ______________________
_________________________________________________________________
and Co-trustee's name, if applicable: __________________________
Name of Trust: _________________________________________________
For the benefit of: ____________________________________________
Trust Taxpayer I.D. No.: [ ][ ]-[ ][ ][ ][ ][ ][ ][ ]
Trust Date: [ ][ ]/[ ][ ]/[ ][ ]
<PAGE>
D. Organization or Business Entity (check one): [ ] Corporation
[ ] Partnership [ ] Other
Name of Entity: ________________________________________________
Taxpayer I.D. No.: [ ][ ]-[ ][ ][ ][ ][ ][ ][ ]
- ---------------------------------------------------------------------------
2. ADDRESS
--------------------------------------------------------------------
Mailing Address (including apartment or box number)
--------------------------------------------------------------------
City
State Zip
Home Phone Work Phone
(______) ______________ (______) _______________
For mailing address outside the United States:
---------------------------------------------------------------------
County of Residence Province Routing or Postal Code
I hereby appoint American Stock Transfer and Trust Company, or its
successor as appointed by Sovran Self Storage, Inc. (the
"Company"), as my agent, subject to the terms and conditions of the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
I wish to participate in the Plan as directed below.
- --------------------------------------------------------------------------
3. CASH PURCHASE (Make checks payable to "American Stock Transfer and
Trust
Company -- Sovran Self Storage, Inc. DRSPP")
[ ] As a current registered shareholder I wish to make an optional
cash payment. Enclosed is my check or money order for $_______.
(Minimum $100 with the maximum not to exceed $10,000 per month, except
by seeking the Company's permission for a greater investment amount
through the separate submission of the Request for Waiver Form.)
[ ] As a new investor I wish to enroll in the Plan by making an
initial cash purchase. Enclosed is my check or money order for
$_______. (Initial investment must be at least $100 not to exceed
$10,000, except by seeking the Company's permission for a greater
investment amount through the separate submission of the Request for
Waiver Form.)
AS A NEW INVESTOR YOU MUST ALSO COMPLETE SECTIONS 1, 2, 4 & 6.
- ---------------------------------------------------------------------------
4. INVESTMENT OPTIONS
Please enroll my shares in the Plan as indicated below.
[ ] A. I AM A CURRENT REGISTERED SHAREHOLDER DESIRING FULL DIVIDEND
REINVESTMENT --
Please apply dividends on all shares of the Company's Common
Stock registered in my name and on all shares held in my Plan account,
including shares acquired with optional cash payments, to the purchase
of additional shares of the Company's Common Stock.
[ ] B. I AM A CURRENT REGISTERED SHAREHOLDER DESIRING PARTIAL
DIVIDEND REINVESTMENT --
Please apply the dividends on ___________ shares of the
Company's Common Stock registered in my name and on all shares held in
my Plan account, including shares acquired with optional cash
payments, to the purchase of additional shares of the Company's Common
Stock.
<PAGE>
[ ] C. I WISH TO MAKE OPTIONAL CASH PAYMENTS ONLY --
Dividends on Plan Shares acquired through this "optional
cash payments only" option will be:
[ ] paid directly to me.
[ ] enrolled in the Dividend Reinvestment Program.
- -------------------------------------------------------------------------
5. SAFEKEEPING
COMMON STOCK CERTIFICATES DEPOSITED FOR SAFEKEEPING IN YOUR ACCOUNT
MUST BE IN THE SAME REGISTRATION AS YOUR PLAN ACCOUNT.
[ ] Please accept the enclosed certificate(s) for safekeeping and
dividend reinvestment. Enclosed are _____ share certificates (be
careful to insert number).
THE ENCLOSED CERTIFICATES SHOULD BE SENT BY CERTIFIED OR REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED.
CERTIFICATE NUMBER NO. OF SHARES CERTIFICATE NUMBER NO. OF SHARES
- ------------------ ------------- ------------------ -------------
- ------------------ ------------- ------------------ -------------
- ------------------ ------------- ------------------ -------------
- ------------------ ------------- ------------------ -------------
- ---------------------------------------------------------------------------
6. ACCOUNT AUTHORIZATION SIGNATURE (REQUIRED); SELECT ONE:
[ ] REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (SUBSTITUTE FORM W-9)
I am a citizen or a resident alien. I certify, under penalties of
perjury, that (1) the taxpayer identification number in Section 1 is
correct (or I am waiting for a number to be issued to me) and (CROSS
OUT THE FOLLOWING IF NOT TRUE) (2) I am not subject to backup
withholding because: (a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service that I am
subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
[ ] CERTIFICATE OF FOREIGN STATUS (SUBSTITUTE FORM W-8)
I am an exempt foreign citizen. I certify, under penalties of
perjury, that for dividends, I am not a U.S. citizen or resident alien
(or I am filing for a foreign corporation, partnership, estate, or
trust) and I am an exempt foreign person. I have entered in Section 2
of this enrollment form the country where I reside permanently for
income-tax purposes.
[ ] FOR ORGANIZATIONS AND BUSINESS ENTITIES EXEMPT FROM BACKUP
WITHHOLDING
I qualify for exemption and my account will not be subject to tax
reporting and backup withholding.
MY/OUR SIGNATURE(S) BELOW INDICATES I/WE HAVE READ THE COMPANY'S DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN AS SET FORTH IN THE ACCOMPANYING
PROSPECTUS, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND I/WE AGREE TO THE
TERMS THEREIN AND HEREIN.
- ----------------------------------------- ------------------------
Signature of Owner Date (month,date,year)
- ----------------------------------------- -------------------------
Signature of Joint Owner Date (month, date, year)
<PAGE>
EXHIBIT 99.2
FOR USE BY BROKERS, BANKS AND OTHER NOMINEES ONLY
SOVRAN SELF STORAGE, INC.
Dividend Reinvestment and Stock Purchase Plan
Broker and Nominee Form
-----------------------
To: American Stock Transfer & Trust Company ("AST") CUSIP NO. 84610H108
Dividend Reinvestment Department
40 Wall Street
New York, NY 10005
Telephones: (800) 278-4353 Fax: (718) 921-8367 Dated:_____________
(718) 921-8283
Instructions:
This form is to be used only by brokers, banks and other nominees
submitting optional cash payments on behalf of Beneficial Owners whose
shares are held by such bank, broker or nominee in its name or in its
account at The Depository Trust Company ("DTC"), as provided for in the
Prospectus for the Sovran Self Storage Dividend Reinvestment and Stock
Purchase Plan.
A new form must be completed each month an option cash payment is
submitted. This form will not be processed unless it is completed in its
entirety and accompanies the full amount of the optional cash payment.
The broker, bank or other nominee submitting this form hereby certifies
that: (i) the information contained herein is true and correct as of the
date of this form; (ii) a current copy of the Prospectus, together with any
supplements thereto, has been delivered to each participating Beneficial
Owner; and (iii) the optional cash payment amount specified below is not
less than $100 nor greater than $10,000 (unless a copy of a specific
written Request for Waiver has been approved by Sovran Self Storage, Inc.
to exceed the allowable monthly maximum accompanies this Broker and Nominee
form). Full shares purchased will be credited to the account of such
broker, bank or other nominee at DTC via DTC's "DWAC" process, upon
notification by AST. Any fractional share will be paid out in cash to such
bank, broker or nominee.
- --------------------------------------------------------------------------
Name of Bank, Broker or Nominee Submitting Payment:
__________________________________________________________________________
Address:
__________________________________________________________________________
Broker/Nominee Contact: Telephone Number:
__________________________________________________________________________
Shares Held in Depository Position as of Record Date: ____________________
Optional Cash Payment Amount: $__________________________________________
Manner of Payment: Check _________ Money Order _________ Wire* ________
* Payment by Wire requires approval of American Stock Transfer & Trust
Company
- --------------------------------------------------------------------------
<PAGE>
Signature: Please Print Name:
__________________________________ __________________________________
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[CHECK PHONE NUMBERS ON FORM]
EXHIBIT 99.3
REQUEST FOR WAIVER
SOVRAN SELF STORAGE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
This form is to be used by Participants in the Sovran Self Storage,
Inc. (the "Company") Dividend Reinvestment and Stock Purchase Plan (the
"Plan") who are requesting authorization from the Company to make an
optional cash investment under the Plan in excess of the $10,000 monthly
maximum. The Participant must submit a copy of this Request for Waiver
(approved by the Company) to American Stock Transfer and Trust Company (the
"Agent") at the same time an Authorization Form and/or Broker and Nominee
Form and the optional cash investment are submitted by the Participant.
Capitalized terms which are used herein and not otherwise defined shall
have the meaning ascribed to them in the current Prospectus relating to the
Plan (the "Prospectus").
A new form must be completed for each month that the Participant
wishes to make an optional cash investment in excess of the $10,000 monthly
maximum. This form will not be accepted by the Company unless it is
completed in its entirety.
The Participant submitting this form hereby certifies that (a) the
information contained herein is true and correct as of the date indicated
below, (b) the Participant has received a current copy of the Prospectus
and (c) immediately after the purchase of the shares to be acquired
pursuant to this Request for Waiver the Participant will not own shares in
excess of 9.8% (by number or value) of any class or series of the Company's
outstanding capital stock.
For information regarding the discount (if any) and Threshold Price
(if any) that may be applicable to optional cash investments made pursuant
to an approved Request for Waiver, please call (716) 633-0381 within five
(5) business days before the applicable Optional Cash Payment Due Date.
THIS FORM SHOULD THEN BE COMPLETED AND RETURNED (VIA FACSIMILE) TO SOVRAN
SELF STORAGE, INC., FAX NUMBER (716) 633-1860 or (716) 633-3397, by 10:00
a.m. Eastern Standard Time no later than two (2) business days prior to the
Optional Cash Payment Due Date for the applicable Investment Date. If
approved by the Company, the approved copy of this form must be submitted
to the Agent with full payment on the Optional Cash Payment Due Date. See
Question 17 to the Prospectus for further information.
THE COMPANY RESERVES THE RIGHT TO MODIFY, SUSPEND OR TERMINATE
PARTICIPATION IN THE PLAN BY OTHERWISE ELIGIBLE HOLDERS OF COMMON STOCK IN
ORDER TO ELIMINATE PRACTICES WHICH ARE NOT CONSISTENT WITH THE PURPOSES OF
THE PLAN.
See Question 1 to the Prospectus for further information.
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Date
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Participant's Signature
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Participant's Signature
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Print Name as it Appears on Share Certificate
(or Name of Beneficial Owner)
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Print Name as it Appears on Share Certificate
(or Phone Number, Account Number and
Location of Shares Held by Beneficial Owner)
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Optional Cash Investment Amount Requested
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Social Security or Tax I.D. Number
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Street Address
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City State Zip
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Fax Number
Method of Payment: [ ] Check [ ] Money Order [ ] Wire Transfer* _______
* Wire transfers may be used only if approved verbally in advance by the
Agent.
In the event that this Request for Waiver is approved by the Company
and the Participant submitting this form desires to have the Common Stock
to be purchased electronically deposited with such Participant's broker,
please complete the following:
AUTHORIZATION FORM TO ELECTRONICALLY DEPOSIT SHARES WITH YOUR BROKER
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For Value Received, The Undersigned Hereby Assign(s) Unto
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(Please print or type name and address of assignee)
Broker Participant Number at DTC __________________________________________
Social Security or Other Identifying Number of Assignee ___________________
___________________________________
Authorized Signature
___________________________________
Signature Medallion Guaranteed
* All transfers are completed based on Securities Transfer rules and
regulations.
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* Investor understands that American Stock Transfer and Trust Company
does not initiate this transaction.
* Additional documentation may be required to complete this transaction.
APPROVED BY SOVRAN SELF STORAGE, INC.
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Optional Cash Investment Amount Approved
Method of Payment Approved: _________________
Threshold Price, if any: ____________________
Applicable Waiver Discount: _________________
By: __________________________________________________
Name: ________________________________________________
Title: _______________________________________________
Date: ________________________________________________
This Request for Waiver may be withdrawn by the Participant in accordance
with the terms of the Plan.
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