SCHEDULE 14 A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential,
for Use of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12.
SOVRAN SELF STORAGE, INC.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________
(5) Total fee paid:
_______________________________________________________
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SOVRAN SELF STORAGE, INC.
5166 Main Street
Williamsville, New York 14221
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders on Wednesday, May 24, 2000 at the Courtyard by
Marriott, 4100 Sheridan Drive, Buffalo, New York 14226. The Annual
Meeting will begin promptly at 11:00 a.m.
The enclosed Notice and Proxy Statement contain details
concerning the business to come before the meeting. You will note
that the Board of Directors of the Company recommends a vote "FOR"
the election of six Directors to serve until the 2001 Annual
Meeting of Shareholders and "FOR" the ratification of Ernst & Young
LLP as independent auditors of the Company for the 2000 fiscal
year.
The vote of every Shareholder is important. You may vote your
shares via the toll free telephone number, or via the Internet (see
instructions on the enclosed proxy card) or you may sign, date and
mail the accompanying proxy card and return it promptly in the
postage paid envelope provided. Please note that the telephone
number is available only for calls originating in the United States
or Canada. Please take the time to vote. As explained in the
proxy statement, you may withdraw your proxy at any time before it
is actually voted at the meeting.
If you plan to attend the meeting in person, please remember
to bring a form of personal identification with you and, if you are
acting as a proxy for another Shareholder, please bring written
confirmation from the record owner that you are acting as a proxy.
If you will need special assistance at the meeting, please contact
Sovran Investor Relations at (716) 633-1850.
The Board of Directors and management look forward to greeting
those Shareholders who are able to attend the Annual Meeting.
Sincerely,
David L. Rogers
Secretary
April 20, 2000
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SOVRAN SELF STORAGE, INC.
5166 Main Street
Williamsville, New York 14221
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
_______________
TO THE SHAREHOLDERS OF SOVRAN SELF STORAGE, INC.:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders
of Sovran Self Storage, Inc. will be held at the Courtyard by
Marriott, 4100 Sheridan Drive, Buffalo, New York 14226, on
Wednesday, May 24, 2000, at 11:00 a.m. (E.D.T.), to consider and
take action on the following:
1. The election of six Directors of the Company to hold
office until the next annual meeting of Shareholders and until
their successors are elected and qualified.
2. The ratification of the appointment by the Board of
Directors of Ernst & Young LLP as independent accountants to audit
the accounts of the Company for the fiscal year ending December 31,
2000.
3. The transaction of such other business as may property
come before the meeting or any adjournments thereof.
FURTHER NOTICE IS HEREBY GIVEN that the stock transfer books
of the Company will not be closed, but only Shareholders of record
at the close of business on April 6, 2000 will be entitled to
notice of the meeting and to vote at the meeting.
Shareholders who will be unable to attend the Annual Meeting in
person may attend the meeting by proxy. Such Shareholders are
requested to complete, date, sign and return the proxy card in the
envelope enclosed or to vote their proxy by telephone or via the
internet as described on the enclosed proxy card.
By Order of the Board of Directors,
David L. Rogers
Secretary
Buffalo, New York
April 20, 2000
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<PAGE>
SOVRAN SELF STORAGE, INC.
5166 Main Street
Williamsville, New York 14221
_______________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
_______________
This Proxy Statement and the enclosed form of proxy are
furnished in connection with the solicitation of proxies on behalf
of the Board of Directors of Sovran Self Storage, Inc. (the
"Company") for the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Wednesday, May 24, 2000 at 11:00 a.m. at
the Courtyard by Marriott, 4100 Sheridan Drive, Buffalo, New York
14226, and at any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders. Only
Shareholders of record at the close of business on April 6, 2000
are entitled to notice of and to vote at the meeting. This Proxy
Statement and the enclosed form of proxy are first being mailed to
Shareholders on or about April 20, 2000.
Shareholders of record may vote by (i) attending the meeting,
(ii) using the toll-free telephone number shown on the proxy card,
(iii) voting via the Internet at the address shown on the proxy
card, or (iv) marking, dating, signing and returning the enclosed
proxy card. Returning your completed proxy will not prevent you
from voting in person at the meeting should you be present and wish
to do so. The proxy may be revoked at any time before it is voted
by delivering to the Secretary of the Company a written revocation
or a duly executed proxy (including a telephone or Internet vote)
bearing a later date, or by attending the Annual Meeting and voting
in person.
The entire cost of preparing, assembling and mailing the proxy
material will be borne by the Company. The Company will reimburse
brokerage firms, banks and other securities custodians for their
expenses in forwarding proxy materials to their principals.
Solicitations other than by mail may be made by officers or by
regular employees of the Company without additional compensation.
Only Shareholders of record at the close of business on
April 6, 2000, are entitled to notice of and to vote at the Annual
Meeting and at all adjournments thereof. At the close of business
on April 6, 2000, there were outstanding 12,119,147 shares of
Common Stock. Each share of Common Stock has one vote. A majority
of shares entitled to vote at the Annual Meeting will constitute a
quorum. If a share is represented for any purpose at the meeting,
it is deemed to be present for all other purposes. Abstentions and
shares held of record by a broker or its nominee ("Broker Shares")
that are voted on any matter are included in determining the number
of votes present. Broker Shares that are not voted on any matter
at the Annual Meeting will not be included in determining whether
a quorum is present.
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<PAGE>
The Company will provide Shareholders, without charge, a copy
of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the period ended
December 31, 1999, including the financial statements and schedules
thereto, on written request to David L. Rogers, Secretary of the
Company, at 5166 Main Street, Williamsville, New York 14221.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, there are no
beneficial owners of more than 5% of the Company's Common Stock.
The following table sets forth for each current Director, each
nominee for Director and each of the executive officers named in
the Summary Compensation Table and for all Directors and executive
officers as a group, information concerning beneficial ownership of
the Company's Common Stock. Unless otherwise stated, to the best
of the Company's knowledge, each person has sole voting and
investment power with respect to the shares listed.
Number of Shares of
Common Stock
Beneficially Owned Percent of
Name and Address of as of March 15, 2000 Common Stock
Beneficial Owners (1) (2)(3) Owned
Robert J. Attea(4)...... 212,200 1.75%
Kenneth F. Myszka(4).... 208,941 1.72%
Charles E. Lannon....... 197,700 1.63%
John E. Burns........... 23,000 *
Michael A. Elia......... 13,000 *
Anthony P.Gammie........ 25,932 *
David L. Rogers(4)...... 149,950 1.24%
Directors and Executive
Officers as a Group
(seven persons)......... 830,723 6.85%
* Represents beneficial ownership of less than 1% of outstanding
Common Stock on March 15, 2000.
(1) The address for all owners is c/o Sovran Self Storage, Inc.,
5166 Main Street, Williamsville, New York 14221.
(2) Includes 62,940, 62,940, 55,500, 13,000, 13,000, 13,000 and
62,940 shares of Common Stock which may be acquired by Messrs.
Attea, Myszka, Lannon, Burns, Elia, Gammie and Rogers,
respectively, through the exercise, within sixty days, of
options granted under the 1995 Award and Option Plan and the
1995 Outside Directors' Stock Option Plan.
(3) Excludes 592 shares of Common Stock issuable to each of
Messrs. Burns, Elia and Gammie in payment of amounts credited
to their accounts under the Company's Deferred Compensation
Plan for Directors.
(4) In each case, the figure shown includes 5,150 shares of
restricted stock which vest in 25% increments on May 12, 2000,
2001, 2002 and 2003.
<PAGE> - 4 -
1. ELECTION OF DIRECTORS
It is intended that the proxies solicited by the Board of
Directors will, unless otherwise directed, be voted to elect the
nominees for Director named below. Assuming a quorum is present,
Directors are elected by a plurality of the affirmative votes cast;
accordingly, votes withheld and broker non-votes will have no
effect. The nominees proposed are all presently members of the
Board.
The nominees named herein will hold office until the next
succeeding Annual Meeting of Shareholders and until their
successors are duly elected and qualified. In the event any
nominee becomes unavailable and a vacancy exists, it is intended
that the persons named in the proxy may vote for a substitute who
will be recommended by the then remaining Directors. The Board of
Directors has no reason to believe that any of the nominees will be
unable to serve as Directors.
Title and Principal
Name Age Occupation
____ ___ ___________________
Robert J. Attea 58 Chairman of the Board and
Chief Executive Officer.
Mr. Attea has been
Director and Chairman of
the Board since the
completion of the Initial
Offering on June 25, 1995
and was re-appointed
Chief Executive Officer
in March 1997. From 1988
to 1995, Mr. Attea served
as President and Chief
Executive Officer of the
Company's predecessor.
From 1985 to 1988, he
served as Director of
Acquisitions and Vice
President of Property
Management.
Kenneth F. Myszka 51 President and Chief
Operating Officer.
Mr. Myszka has been
President and Director
since the completion of
the Initial Offering on
June 25, 1995.
Mr. Myszka was the Chief
Executive Officer of the
Company until March 1997
at which time he became
the Chief Operating
Officer. From 1982 to
1995, Mr. Myszka served
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<PAGE>
as Senior Vice President
of the Company's
predecessor.
John E. Burns 53 Director since the
completion of the Initial
Offering on June 25,
1995. Since 1998,
Mr. Burns has been
Chairman of Sterling, a
Division of National City
Bank, which provides tax
and financial counseling
services to affluent
families. From 1980 to
1998 he was President and
founder of its
predecessor, Sterling
Ltd. Co.
Michael A. Elia 48 Director since the
completion of the Initial
Offering on June 25,
1995. Since 1984,
Mr. Elia has been
President, Chief
Executive Officer and a
director of Sevenson
Environmental Services,
Inc., an environmental
remediation contractor.
He is also President and
a director of Sevenson
International Services,
Inc. and a director of
Sevenson Industrial
Services, Inc.,
affiliates of Sevenson
Environmental Services,
Inc.
Anthony P. Gammie 65 Director since the
completion of the Initial
Offering on June 25,
1995. From 1985 through
1996, Mr. Gammie was
Chairman of the Board of
Bowater Incorporated.
During the past 5 years
he has served as a
director of Alumax, Inc.,
The Bank of New York and
The American Forest &
Paper Association. He is
currently a director of
Lipper/Leumi High Income
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<PAGE>
Bond Fund, Inc. located
in Curacao, Netherlands
Antilles.
Charles E. Lannon 52 Director since the
completion of the Initial
Offering on June 25,
1995. Mr. Lannon was the
predecessor company's
Senior Vice President -
Marketing from 1982 to
1995. Mr. Lannon left
the employ of the Company
to become the Chief
Executive Officer of an
unrelated business owned
by Mr. Lannon and other
Company founders. He is
currently President of
Strategic Capital, Inc.,
a consulting firm.
EXECUTIVE OFFICERS OF THE COMPANY
Name Age Title
____ ___ _____
Robert J. Attea 58 Chairman of the Board and
Chief Executive Officer
Kenneth F. Myszka 51 President and Chief
Operating Officer
David L. Rogers 44 Chief Financial Officer
and Secretary
DAVID L. ROGERS. From June 25, 1995 to the present, David
L. Rogers has served as the Company's Chief Financial Officer and
Secretary. From 1988 to 1995, Mr. Rogers served as the
predecessor company's Vice President of Finance.
MEETINGS OF THE BOARD OF DIRECTORS AND STANDING COMMITTEES.
The Board of Directors held six meetings during the fiscal
year ended December 31, 1999.
AUDIT COMMITTEE. The Audit Committee is composed of Messrs.
Burns, Elia, Gammie and Lannon. The Audit Committee recommends
independent accountants for selection by the Board of Directors,
reviews the results and scope of the audit and the services
provided by and the fees paid to the independent accountants,
reviews the adequacy of the Company's internal accounting
controls and reviews the charges under the Facilities Services
Agreement. See "Certain Transactions". The Audit Committee
held one meeting during the fiscal year ended December 31, 1999.
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<PAGE>
COMPENSATION COMMITTEE. The Compensation Committee is
composed of Messrs. Burns, Elia, Gammie, and Lannon and makes
decisions with respect to compensation of executive officers and
administers the Company's 1995 Award and Option Plan. The
Compensation Committee held two meetings during the fiscal year
ended December 31, 1999.
BOARD AND COMMITTEE ATTENDANCE
During the fiscal year ended December 31, 1999, all
Directors attended at least 75% of the meetings of the Board of
Directors and of the Committees of the Board on which they
served.
COMPENSATION OF DIRECTORS
The Company pays its Directors who are not also officers of
the Company an annual fee of $15,000 in cash. Outside Directors
are also paid a meeting fee of $1,000 for each special meeting
attended. In addition, the Company will reimburse all Directors
for expenses incurred in attending meetings. Under the Deferred
Compensation Plan for Directors, Outside Directors may elect to
have all or part of their fees credited to a deferred
compensation account in the form of Units. The number of Units
credited will be equal to the number of shares of the Company's
Common Stock that could have been purchased using the closing
price of the Company's Common Stock on the day immediately
preceding the date on which the fees were payable. When the
Company declares cash dividends on its Common Stock, additional
Units will be credited to the deferred compensation accounts
based on the reinvestment of the "dividend" on the Units credited
to the deferred compensation accounts on the dividend record
dates. Amounts credited to the deferred compensation accounts
will be paid to Directors in the form of shares of the Company's
Common Stock, the number of which shares will equal the number of
Units credited to the accounts.
Pursuant to the 1995 Outside Directors' Stock Option Plan,
each Director who is not an officer or employee of the Company is
granted, effective as of the Director's initial election or
appointment, a ten-year option to acquire 3,000 shares of Common
Stock at the fair market value of the Common Stock on the date of
grant, and will, as of the close of each annual shareholders'
meeting thereafter, be granted a ten-year option to acquire an
additional 3,000 shares of Common Stock at the fair market value
of the Common Stock on the date of grant. The initial options
for 3,000 shares of Common Stock are exercisable one year from
the date of grant; the Directors' options awarded annually
thereafter vest immediately. The exercise price is payable in
cash or by delivery of shares of Common Stock owned by the
Director, or a combination of cash and shares. No Director
options were exercised during 1999.
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<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's Directors and officers, and persons who
own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC") and the
New York Stock Exchange. Directors, officers and greater-than-
10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on review of information furnished to the Company
and reports filed through the Company, the Company believes that
all Section 16(a) filing requirements applicable to its Directors
who are also officers, officers and greater-than-10% beneficial
owners were complied with during 1999.
The Board of Directors recommends a vote "FOR" the proposal
to elect management's nominees.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1999 the Compensation Committee consisted of Messrs.
Burns, Elia, Gammie and Lannon. No officer or employee
participated in the deliberations of the Company's Board of
Directors concerning executive officer compensation.
Decisions on compensation of the Company's executives are made
by the Compensation Committee of the Board. Each member of the
Compensation Committee is a non-employee director. All decisions
by the Compensation Committee relating to the compensation of the
Company's executive officers are reviewed by the full Board.
During 1997 and 1998, the Company engaged a compensation
consulting firm to review the Company's executive compensation
program, evaluate its competitiveness and make recommendations
which would enable the Company to motivate and retain top
executives with a view to maximizing Shareholder value. The
consulting firm focused on base salary, annual incentives and long-
term incentives and utilized published survey data and information
from a peer group of companies in the public storage REIT industry.
The Compensation Committee used the results of the consulting
firm's evaluation, as well as other relevant information, as the
basis for its decisions on executive compensation in 1999.
The Company's executive compensation policies are to provide
competitive levels of compensation that integrate pay with the
Company's performance goals, reward profitability, recognize
individual initiative and achievements, and assist the Company in
attracting and retaining qualified executives. In 1999, these
policies were carried out through the compensation components of
salary, incentive compensation, perquisites, and stock options. In
addition, the Committee treats the tax deductibility of executive
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<PAGE>
compensation as an important factor in its decision-making, since
the deductibility may affect the required REIT distributions.
A competitive salary structure is the most fundamental
component of executive compensation used by the Compensation
Committee to assist in attracting and retaining qualified
executives. Salaries for the executive officers for 1999 were
established based on these fundamentals.
The Company maintains an incentive compensation plan which
provides for the payment of cash bonuses to the executive officers
based upon the achievement of specified increases in the Company's
Funds from Operations per Common Share and other performance
criteria and upon such participant's base compensation as shown for
the named executive officers in the Summary Compensation Table, for
the year in which the increase occurred. The application of these
criteria resulted in the bonuses reflected in the Summary
Compensation Table.
Perquisites, which include an automobile allowance and
reimbursement of miscellaneous expenses, do not relate directly to
the Company's performance. Instead, these relatively inexpensive
components of executive compensation are primarily viewed as
necessary to keep compensation levels competitive and to assist in
attracting and retaining qualified executives.
The Compensation Committee also believes that stock ownership
by management and employees serves as an incentive to enhance
shareholder value. Options were granted to executive officers in
1995 and 1998. Since 1995, the Company has awarded options to key
employees who are not executive officers.
The Compensation Committee's approach to establish Mr. Attea's
compensation does not differ from the approach to establish all
executive compensation and is in keeping with the policies
previously stated.
The Board of Directors did not modify or reject any action or
recommendation by the Compensation Committee in any material way.
Compensation Committee
JOHN E. BURNS
MICHAEL A. ELIA
ANTHONY P. GAMMIE
CHARLES E. LANNON
(member until June 1999)
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Awards
Compensation _________________________
__________________ Restricted Securities
Base Stock Underlying
Fiscal Salary Bonus Awards Options
Name and Principal Position Year ($) ($) ($)(1) (#)
___________________________ ______ ______ ______ _________________________
<S> <C> <C> <C> <C> <C>
Robert J. Attea............ 1999 $208,077 $136,000 $ 0 0
Chairman of the Board and 1998 183,865 35,000 142,591 44,850
Chief Executive Officer 1997 131,250 0 0 0
Kenneth F. Myszka.......... 1999 $208,077 $136,000 $ 0 0
President and Chief 1998 183,865 35,000 142,591 44,850
Operating Officer 1997 131,250 0 0 0
David L. Rogers............ 1999 $208,077 $136,000 $ 0 0
Chief Financial Officer 1998 183,865 35,000 142,591 44,850
and Secretary 1997 131,250 0 0 0
(1) The amounts represent the value of the restricted stock awards as of the date of grant.
As of December 31, 1999 Messrs. Attea, Myszka and Rogers each held 5,150 shares of
restricted stock with a value of $95,919. Dividends are paid to such persons on the
shares of restricted stock held by them.
</TABLE>
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<PAGE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Year-End (#) at Year-End($)
_______________________ ______________________________
Name Exercisable Unexercisable Exercisable Unexercisable
____ ___________ _________________ ___________ _____________
<S> <C> <C> <C> <C>
Robert J. Attea 53,970 35,880 $ 0 $ 0
Kenneth F. Myszka 53,970 35,880 0 0
David L. Rogers 53,970 35,880 0 0
</TABLE>
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<PAGE>
EMPLOYMENT AGREEMENTS
Concurrently with the Initial Offering, the Company entered
into employment agreements with Messrs. Attea, Myszka and Rogers
that require each of them to devote their full business time to the
Company. Each employment agreement has a three-year term with an
automatic extension each year for an additional year. The
employment agreements provide for certain severance payments in the
event of the executive's death or disability, his termination
without cause or his resignation with good reason. Each employment
agreement prohibits the executive, during employment and during the
two-year period following termination of employment, from engaging
in the self storage business.
CERTAIN TRANSACTIONS
The Company has a Facilities Services Agreement with several
businesses owned by the named executive officers and Mr. Lannon
whereby such businesses pay for the use of certain common
facilities in the Company's offices negotiated by the parties at
arms-length. Charges under the Facilities Services Agreement are
periodically reviewed by the Audit Committee of the Company's Board
of Directors.
Robert J. Attea is the brother of a partner of the law firm of
Phillips, Lytle, Hitchcock, Blaine & Huber LLP, which has
represented and is currently representing the Company.
CORPORATE PERFORMANCE GRAPH
The following chart and line-graph presentation compares
(i) the Company's shareholder return on an indexed basis since the
Initial Offering with (ii) the S&P Stock Index and (iii) the
National Association of Real Estate Investment Trusts Equity Index.
Performance Graph
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<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN
SOVRAN SELF STORAGE, INC.
JUNE 25, 1995 - DECEMBER 31, 1999
<TABLE>
<CAPTION>
June 25, December 31, December 31, December 31, December 31, December 31,
1995 1995 1996 1997 1998 1999
________ ____________ ____________ ____________ ____________ ___________
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100.00 114.38 140.65 187.58 241.18 291.50
NAREIT 100.00 109.08 147.51 177.39 146.34 139.58
SSS 100.00 117.68 150.04 167.07 140.09 114.27
* assumes $100.00 invested on June 25, 1995.
</TABLE>
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<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The firm of Ernst & Young LLP, independent certified public
accountants, has audited the records of the Company since the
Initial Offering. The Board of Directors wishes to continue the
services of the firm for the fiscal year ending December 31, 2000,
and the Shareholders' ratification of such appointment is
requested. If the Shareholders do not ratify the selection of
Ernst & Young LLP by the affirmative vote of a majority of votes
cast at the Annual Meeting on this proposal, selection of
independent accountants will be reconsidered by the Board of
Directors.
Representatives of Ernst & Young LLP will attend the Annual
Meeting of Shareholders, will have the opportunity to make a
statement if they desire to do so and will be available to respond
to appropriate questions.
The Board of Directors recommends a vote "FOR" the proposal to
ratify the appointment of Ernst & Young LLP as the Company's
independent accountants.
PROPOSALS OF SHAREHOLDERS FOR 2001 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the
2001 Annual Meeting of Shareholders, Shareholder proposals must be
received by the Secretary of the Company, 6467 Main Street,
Buffalo, New York 14221 (the Company's new address effective on or
about May 1, 2000), no later than December 21, 2000.
The Company's By-Laws set forth the procedure to be followed
by a Shareholder who wishes to present a proposal at an Annual
Meeting (other than a proposal submitted for inclusion in the
Company's proxy materials). Only a Shareholder of record entitled
to vote at an Annual Meeting may present a proposal and must give
timely written notice thereof to the Secretary of the Company at
the address noted above. Generally, such notice must be received
by the Company not less than 75 days nor more than 180 days prior
to the anniversary date of the immediately preceding Annual
Meeting. However, if such meeting is called for a date more than
seven days prior to the anniversary date, then the notice must be
received not later than the close of business on (i) the 20th day
following the earlier of (a) the date on which notice of the date
of the meeting was mailed to Shareholders or (b) the date on which
the date of such meeting was publicly disclosed, or (ii) if the
date of notice or public disclosure occurs more than 75 days prior
to the scheduled date of the meeting, then the later of (a) the
20th day following the first to occur of such notice or public
disclosure or (b) the 75th day prior to the scheduled date of the
meeting.
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OTHER MATTERS
At the time of the preparation of this Proxy Statement, the
Board of Directors of the Company did not contemplate or expect
that any business other than that pertaining to the subjects
referred to in this Proxy Statement would be brought up for action
at the meeting, but in the event that other business calling for a
Shareholders' vote does properly come before the meeting, the
Proxies will vote thereon according to their best judgment in the
interest of the Company.
By Order of the Board of Directors,
David L. Rogers
Secretary
April 20, 2000
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<PAGE>
SOVRAN SELF STORAGE, INC.
SOLICITED BY THE BOARD OF DIRECTORS
for the Annual Meeting of Shareholders -- May 24, 2000
Robert J. Attea, Kenneth F. Myszka and David L. Rogers, and
each of them with full power of substitution, are hereby appointed
proxies to vote all shares (unless a lesser number is specified on
the other side) of the stock of Sovran Self Storage, Inc. that are
held of record by the undersigned on April 6, 2000 at the Annual
Meeting of Shareholders of Sovran Self Storage, Inc., to be held at
the Courtyard by Marriott, 4100 Sheridan Drive, Buffalo, New York,
on May 24, 2000 at 11:00 a.m., local time, and any adjournments
thereof, with all powers the undersigned would possess if
personally present, for the election of directors, on each of the
other matters described in the Proxy Statement and otherwise in
their discretion.
The shares represented by this Proxy will be voted as directed
by the shareholders. If no direction is given, such shares will be
voted for Proposals 1 and 2.
Please return this proxy card promptly using the enclosed
envelope.
(To be Signed on Reverse Side)
<PAGE>
Annual Meeting of Shareholders
SOVRAN SELF STORAGE, INC.
May 24, 2000
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided
as soon as possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions.
Have your control number and the proxy card available when you
call.
TO VOTE BY INTERNET
Please access the web page at "www.voteproxy.com" and follow the
on-screen instructions. Have your control number available when
you access the web page.
YOUR CONTROL NUMBER IS [ ]
Please Detach and Mail in the Envelope provided
<PAGE>
Please mark your
[ X ] votes as in this
example.
PLEASE MARK, SIGN, DATE & RETURN THIS PROXY IN THE ENCLOSED
ENVELOPE. THE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. The Directors recommend a vote FOR election of all
nominees and FOR proposal 2.
1. ELECTION OF DIRECTORS: Nominees:
Robert J. Attea
Kenneth F. Myszka
John E. Burns
Michael A. Elia
Anthony P. Gammie
Charles E. Lannon
[ ] FOR [ ] WITHHELD
For, except vote withheld from the following nominee(s):
________________________________________
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or, any adjournment(s) thereof
Change of Address/comments
on reverse side [ ]
I plan to attend the
meeting [ ]
I do not plan to attend
the meeting [ ]
SIGNATURE(S)_______________________________ Date_________________
NOTE: Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
If a corporation, please sign in full by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
<PAGE>
