Storage Usa DEFA14A Additional proxy soliciting materials

SCHEDULE 14A 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 o

Check the appropriate box:

o   Preliminary Proxy Statement

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x   Soliciting Material Pursuant to Section 240.14a-11(c) or Section 14a-12

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Storage USA, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

o Fee paid previously with preliminary materials.

o 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.:

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     (4) Date Filed:

Filed by Storage USA, Inc.

Pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Storage USA, Inc.

Commission File No.: 001-12910

On January 30, 2002, Storage USA issued the following press release announcing its fourth quarter and full year 2001 results:

NEWS RELEASE
	175 Toyota Plaza, Suite 700 Memphis, Tennessee 38103

Contact: Christopher P. Marr
Chief Financial Officer
(901) 252-2000

STORAGE USA REPORTS FOURTH QUARTER AND FULL YEAR 2001 RESULTS

     MEMPHIS, Tennessee (January 30, 2002) — Storage USA, Inc. (NYSE:SUS) today announced the results of its fourth quarter and full year ended December 31, 2001. Net income for the fourth quarter was $14,557,000, or $0.51 per common share on a diluted basis, compared with net income of $15,585,000, or $0.58 per common share on a diluted basis for the fourth quarter of 2000. Net income for the year was $64,232,000 or $2.31 per common share on a diluted basis, compared with net income of $62,237,000 or $2.26 per common share on a diluted basis, for 2000.

     The Company incurred $2.3 million (or $0.08 on a per share basis) of third party legal and consulting charges during the fourth quarter of 2001 and $3.0 million (or $0.10 on a per share basis) for the full year 2001 relating to activities of the Special Committee of the Board of Directors. The formation and purpose of the Special Committee has been discussed in other Company press releases.

     Funds from operations for the fourth quarter of 2001, when excluding the $0.08 per share of Special Committee charges, was $0.94 per common share on a diluted basis. Funds from operations for the full year 2001, when excluding the $0.10 per share of Special Committee charges, was $3.71 per common share on a diluted basis. When including the Special Committee charges, funds from operations were $24,497,000, or $0.86 per common share on a diluted basis, for the fourth quarter of 2001 and $100,466,000, or $3.61 per common share on a diluted basis, for the full year 2001. Funds from operations were $24,095,000, or $0.89 per common share on a diluted basis, for the fourth quarter 2000 and $94,313,000, or $3.43 per common share on a diluted basis, for the full year 2000.

     During the fourth quarter, net operating income of the Company’s same-store facilities increased by 3.4%, as a result of revenue growth of 3.8% and a 4.9% increase in operating expenses. For the full year

2001, net operating income of the Company’s same-store facilities increased by 6.0% as a result of revenue growth of 6.2% and a 6.7% increase in operating expenses. The year-over-year revenue growth was the result of an increase in realized rates of 6.8% while maintaining physical occupancy at 85% during both periods. The expense growth was primarily driven by dramatic increases in electric related utility costs and property and casualty insurance.

Within the REIT, the Company placed in service seven expansion projects during the fourth quarter for a total cost of approximately $12,970,000. For the entire year, the Company placed in service four development and 11 expansion projects for a total cost of approximately $46,882,000. As of December 31, 2001, the Company has ten development projects under construction or in construction planning, which will add approximately 503,000 square feet. These projects have a remaining expected investment of $54,817,000. Expansions are also underway for nine facilities, which will add approximately 233,000 square feet. These expansions have a remaining expected investment of $10,194,000. Expected completion dates for these development and expansion facilities range from the first quarter of 2002 through 2003. The dilution during the quarter from the Company’s on-balance sheet development program was $0.03 per share compared with $0.04 per share of dilution during the fourth quarter of 2000. Dilution for the year remained constant at $0.15 for both periods.

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     During the fourth quarter, four new franchised facilities received their certificates of occupancy and opened for business. At December 31, 2001, Storage USA Franchise Corp. had 71 franchised facilities open and operating with another 17 facilities currently in design and construction.

     On January 7, 2002, the Company paid a regular quarterly cash dividend of $0.71 per share to shareholders of record as of December 21, 2001.

FOURTH QUARTER DISPOSITIONS

     During October of 2001, the Company sold four properties located in North Carolina. The $8.75 million of cash generated from the transaction was used to pay down the Company’s line of credit.

PROPOSED ACQUISITION BY SECURITY CAPITAL GROUP

     Earlier this month, the Special Committee announced that the 45-day period during which it was permitted to solicit other potential bidders for Storage USA expired without a higher bid being submitted. As a result, Storage USA will proceed with the previously announced acquisition by Security Capital Group Incorporated. The Company has filed preliminary proxy materials and a Schedule 13E-3 relating to the proposed acquisition with the Securities and Exchange Commission. Subject to the SEC’s review process, the Company intends to establish the record date and the date for the shareholders’ meeting and mail a definitive proxy statement to shareholders as soon as practicable. If completed, it is anticipated that the transaction will close in the Spring of 2002.

     Investors in Storage USA should read the proxy statement and the Schedule 13E-3 carefully because they contain important information about the proposed transaction, the persons soliciting proxies related to

the proposed transaction, their interests in the proposed transaction, and related matters. Investors may obtain free copies of the proxy statement, the Schedule 13E-3 and other documents filed by Storage USA at the Securities and Exchange Commission’s Website at www.sec.gov. Free copies of the proxy statement and the Schedule 13E-3 are available to investors from Storage USA by directing such requests to the attention of Christopher P. Marr, Chief Financial Officer, Storage USA, Inc., 175 Toyota Plaza, Suite 700, Memphis, TN 38103. Storage USA, its directors, executive officers and certain other members of management and employees may solicit proxies from Storage USA’s stockholders in favor of the proposed transaction. As of the date of this release, the officers and directors of Storage USA each beneficially owns less than 1% of the outstanding common stock of Storage USA, with the exception that Mr. Jernigan beneficially owns approximately 2.6%.

ABOUT STORAGE USA, INC.

     Storage USA, Inc. is a fully integrated, self-administered and self-managed real estate investment trust, which is engaged in the management, acquisition, development, construction and franchising of self-storage facilities. As of December 31, 2001, the Company owned, managed and franchised 558 facilities containing 37.9 million square feet in 33 states and the District of Columbia.

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FORWARD-LOOKING STATEMENTS

     This release contains statements concerning Storage USA’s beliefs, expectations and intentions, future events, future performance and business prospects, including those associated with the Company’s development and expansion programs and its proposed transaction with Security Capital Group, which are forward-looking and are subject to certain risks and uncertainties. These risks and uncertainties could significantly affect anticipated results or events in the future, and actual results may differ materially from any forward-looking statements. In addition, these forward-looking statements are based upon variable assumptions and estimates. A change in any of these assumptions or estimates could materially change the results anticipated. The risks and uncertainties include, but are not limited to the following:

• The Company’s plan to move forward with development and expansion opportunities could be impacted by an inability to obtain zoning and other local approvals.

• Construction costs and timing of a project may exceed our original estimates, resulting in a greater investment than originally planned.

• Historical performance of our development and expansion programs may not be repeated in new development and expansion activity.

• The Company’s proposed transaction with Security Capital Group is subject to satisfaction of the conditions to closing included in the purchase and sale agreement with Security Capital Group and shareholder approval.

     Additional risks and other risk factors are described in Storage USA’s Form 10-K, particularly under the caption Forward-Looking Statements and Risk Factors and in the quarterly reports on Form 10-Q and Storage USA’s other filings with the Securities and Exchange Commission. We are not obligated to update our forward-looking statements and we may not. Forward-looking statements that we do not update generally will become less meaningful over time.

QUARTERLY CONFERENCE CALL

     The Company will not schedule an earnings conference call.

•

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EXHIBIT A

STORAGE USA, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

				Three Months						Twelve Months
				Ended December 31,						Ended December 31,
				2001			2000			2001			2000
Operating Revenues:
Rental and Other Property Income				$	70,770		$	67,274		$	282,065		$	258,558
Service and Other Income					5,848			624			13,305			5,885
		Total Operating Revenues			76,618			67,898			295,370			264,443
Operating Expenses:
Cost of Property Operations & Maintenance					18,330			16,822			72,235			64,902
Taxes					6,099			5,259			23,351			21,845
Cost of Providing Services					2,232			1,195			8,051			4,480
General & Administrative					7,009			3,840			20,314			13,715
Legal & Other Fees Associated with the Special Committee					2,344			—			2,999			—
Depreciation & Amortization					10,852			10,056			41,649			39,460
			Total Operating Expenses		46,866			37,172			168,599			144,402
Income from Operations					29,752			30,726			126,771			120,041
Other Income (Expenses):
		Interest Expense, Net *			(11,979	)		(12,007	)		(49,085	)		(45,237	)
Income Before Minority Interest					17,773			18,719			77,686			74,804
		and Gain on Sale/Exchange
Gain/(Loss) on Sale/Exchange of Storage Facilities					(301	)		301			(291	)		1,175
Income Before Minority Interest					17,472			19,020			77,395			75,979
Minority Interest					(2,915	)		(3,435	)		(13,163	)		(13,742	)
Net Income				$	14,557		$	15,585		$	64,232		$	62,237
Basic Net Income per Share				$	0.52		$	0.58		$	2.34		$	2.27
Diluted Net Income per Share				$	0.51		$	0.58		$	2.31		$	2.26
Basic Weighted Average Common Shares Outstanding					27,853			27,013			27,415			27,373
Diluted Weighted Average Common Shares Outstanding					28,426			27,091			27,828			27,490
	Interest Expense				($13,898	)		($16,009	)		($58,824	)		($58,650	)
	Interest Income				1,919			4,002			9,739			13,413
*Interest Expense, Net					($11,979	)		($12,007	)		($49,085	)		($45,237	)

1

EXHIBIT B

STORAGE USA, INC.
Condensed Balance Sheets
(amounts in thousands)
(unaudited)

		As of				As of
		December 31, 2001			December 31, 2000
Assets
Investments in Storage Facilities, at Cost:
	Land	$	435,561			$	430,332
	Buildings & Equipment		1,336,961				1,280,393
			1,772,522				1,710,725
Accumulated Depreciation			(172,291	)			(132,527	)
			1,600,231				1,578,198
Cash & Cash Equivalents			3,164				5,045
Advances and Investments in Real Estate			116,880				136,125
Other Assets			36,059				47,402
	Total Assets	$	1,756,334			$	1,766,770
Liabilities & Shareholders’ Equity
Notes Payable		$	600,000			$	600,000
Line of Credit Borrowings			158,900				168,333
Mortgage Notes Payable			64,351				66,845
Other Borrowings			30,923				38,804
Other Liabilities			99,068				93,099
	Total Liabilities		953,242				967,081
Minority Interests:
Preferred Units			65,000				65,000
Common Units			63,599				82,542
	Total Minority Interests		128,599				147,542
Total Shareholders’ Equity			674,493				652,147
	Total Liabilities & Shareholders’ Equity	$	1,756,334			$	1,766,770

2

EXHIBIT C

STORAGE USA, INC.
Funds from Operations
(in thousands, except per share data)
(unaudited)

		Three Months						Twelve Months
		Ended December 31,						Ended December 31,
		2001			2000			2001			2000
Funds from Operations Attributable to Company Shareholders:
Net Income		$	14,557		$	15,585		$	64,232		$	62,237
Loss/(Gain) on Sale of Assets*			301			(301	)		291			(879	)
Depreciation & Amortization			10,852			10,056			41,649			39,460
Depreciation from Unconsolidated Entities			550			723			1,858			1,409
Less Depreciation of Non-Revenue Producing			(749	)		(886	)		(3,451	)		(3,858	)
	Property
		$	25,511		$	25,177		$	104,579		$	98,369
Minority Interest Share of Loss on Sale			(28	)		34			(28	)		99
Minority Interest Share of Depreciation & Amortization from Unconsolidated Entities			(51	)		(81	)		(189	)		(158	)
Minority Interest Share of Depreciation & Amortization			(935	)		(1,035	)		(3,896	)		(3,997	)
FFO Available to Company Shareholders		$	24,497		$	24,095		$	100,466		$	94,313
Basic FFO per Share, as Reported		$	0.88		$	0.89		$	3.66		$	3.45
Diluted FFO per Share, as Reported		$	0.86		$	0.89		$	3.61		$	3.43
Add Back Negative Impact of Special Committee Charges		$	0.08			—		$	0.10			—
FFO After Adding Back Special Committee Charges		$	0.94		$	0.89		$	3.71		$	3.43

*Excludes $296 gain on sale of undepreciated land in the first quarter of 2000.

In calculating FFO per share, Storage USA adds back only depreciation and amortization of revenue-producing property. As such, Storage USA’s FFO and FFO per share may not be comparable to other REITs which may add back total depreciation and amortization.

The Company, in accordance with Financial Accounting Standard No. 128, “Earnings Per Share”, is required to report basic and diluted earnings per share. The Company has chosen to present its FFO per share on the same basis as its earnings per share. The diluted FFO per share reflects the impact of its employee stock options.

3

EXHIBIT D

STORAGE USA, INC.

Financial and Operational Highlights
(in thousands except per square foot data)

			Three Months									Twelve Months
			Ended December 31,									Ended December 31,
Same-Store Results			2001			2000			% Change			2001			2000			% Change
Number of Properties				368			368						347			347
	Revenues :		$	63,681		$	61,331			3.8	%	$	241,055		$	227,009			6.2	%
	Expenses:
		Repairs & Maintenance	$	1,199		$	1,087			10.3	%	$	5,142		$	4,423			16.3	%
		Utility & Trash		1,643			1,587			3.5	%		6,638			5,930			11.9	%
		Insurance		623			468			33.1	%		2,017			1,449			39.2	%
		Taxes		5,160			5,082			1.5	%		19,152			18,423			4.0	%
		All Other		10,119			9,651			4.8	%		37,094			35,390			4.8	%
	Total Expenses			18,744			17,875			4.9	%		70,043			65,615			6.7	%
	Net Operating Income		$	44,937		$	43,456			3.4	%	$	171,012		$	161,394			6.0	%
Physical Occupancy				83	%		84	%					85	%		85	%
Scheduled Rent per Square Foot			$	12.63		$	12.18			3.7	%	$	12.65		$	12.04			5.1	%
Realized Rent per Square Foot			$	11.85		$	11.25			5.3	%	$	11.71		$	10.96			6.8	%

Ten Largest Same-Store Markets (for the quarter ended December 31, 2001)

						Quarter Ended December 31, 2001 vs.
						Quarter Ended December 31, 2000
			%			%			%			%
	Number		of Total			Change in			Change in			Change in
	of		Same-Store			Net Rental			Realized			Occupied
Market	Facilities		NOI			Income*			RPSF			Sq. Ft.
LOS ANGELES-RIVERSIDE-ORANGE COUNTY, CA		47		17.6	%		6.4	%		8.3	%		-1.8	%
NEW YORK-NORTHERN NEW JERSEY-LONG ISLAND		29		15.9	%		2.9	%		7.3	%		-4.1	%
WASHINGTON-BALTIMORE, DC-MD-VA-WV		24		9.9	%		4.8	%		6.8	%		-1.9	%
MIAMI-FORT LAUDERDALE, FL		16		6.1	%		5.1	%		4.1	%		0.9	%
DALLAS-FORT WORTH, TX		13		3.4	%		3.6	%		5.5	%		-1.8	%
PHILADELPHIA-WILMINGTON-ATLANTIC CITY, PA-NJ		13		3.1	%		4.5	%		7.8	%		-3.1	%
MEMPHIS, TN-AR-MS		23		3.1	%		2.4	%		2.9	%		-0.5	%
SAN FRANCISCO-OAKLAND-SAN JOSE, CA		9		2.9	%		-4.8	%		4.5	%		-8.8	%
DETROIT, ANN ARBOR-FLINT, MI		11		2.7	%		0.9	%		5.5	%		-4.4	%
PHOENIX-MESA, AZ		15		2.7	%		2.9	%		0.2	%		2.7	%

*Net Rental Income is defined as rental income net of discounts.

4

EXHIBIT D — continued

STORAGE USA, INC.
Financial and Operational Highlights
(in thousands)

		Three Months				Twelve Months
		Ended December 31,				Ended December 31,
		2001		2000		2001		2000
Capital Deployment
	Operating Property Acquisitions	$	4,725	$	0	$	9,333	$	11,734
	Land Acquisitions		—		—		1,355		4,374
	Development and Expansions		6,024		8,532		28,175		33,700
	Franchise Loans		1,577		1,302		2,545		9,999
Capital and Debt Contributions:
	GECC Development Venture		92		199		888		6,725
	GECC Acquisition Venture		510		13,362		4,875		20,486
Total		$	12,928	$	23,395	$	47,171	$	87,018
On-Balance sheet Development & Expansion Expected to be Placed in Service by Quarter

	2002		2002		2002		2002
	Q1		Q2		Q3		Q4		Thereafter
Development	$	21,288		—	$	4,352	$	5,000	$	47,481
Expansion	$	2,039	$	10,202		—	$	3,915	$	2,398
Total	$	23,327	$	10,202	$	4,352	$	8,915	$	49,879

Construction in Progress		As of		As of
		12/31/2001		12/31/2000
	$	38,491	$	44,872

Five Year Debt Maturity Schedule
	2002		2003		2004		2005		2006
Unsecured Notes Payable		—	$	100,000		—		—	$	100,000
Lease Obligations		—	$	23,897		—		—		—
Mortgages Payable (Principal Pmts)		1,474		1,624		23,294		5,985		14,477

Debt Service

		Three Months				Twelve Months
		Ended December 31,				Ended December 31,
		2001		2000		2001		2000
Interest Expense		$	13,898	$	16,009	$	58,824	$	58,650
Plus:
	Capitalized Interest		769		1,035		3,745		4,957
	Principal Payments		357		326		1,405		1,280
Debt Service		$	15,024	$	17,370	$	63,974	$	64,887

5

EXHIBIT D - continued

STORAGE USA, INC.
Financial and Operational Highlights
(in thousands)

GECC Venture Investment

		Placed In Service		Weighted Average		Placed in Service		Weighted Average
		Three Months Ended		Three Months Ended		Twelve Months Ended		Twelve Months Ended
		December 31, 2001		December 31, 2001		December 31, 2001		December 31, 2001
GECC Acquisitions Venture Acquisitions		$	5,000	$	3,804	$	28,300	$	21,398
	Number of Properties		1		8
GECC Development Venture Placed in Service			—		—	$	11,918	$	5,559
	Number of Properties		—		2

Selected GECC Joint Venture Financial Information

		Twelve Months Ended December 31, 2001								Twelve Months Ended December 31, 2001
		Acquisiton Venture		Development Venture			Total GECC Ventures			Acquisiton Venture		Development Venture			Total GECC Ventures
Income Statement:
	Property Revenues	$	3,007	$	758		$	3,765		$	11,077	$	2,312		$	13,389
	Property Expenses		1,506		668			2,174			5,361		2,239			7,600
	Net Operating Income		1,501		90			1,591			5,716		73			5,789
	Net Income		223		(531	)		(308	)		1,007		(2,150	)		(1,143	)
Balance Sheet: (as of December 31, 2001) Number of Operational Properties			14		8			22
	Total Assets	$	85,773	$	49,213		$	134,986
	Total Third Party Debt		29,462		24,309			53,771

		Twelve Months Ended December 31, 2001									Twelve Months Ended December 31, 2001
		Acquisiton Venture			Development Venture			Total GECC Ventures			Acquisiton Venture		Development Venture			Total GECC Ventures
Income Statement:
	Property Revenues	$	975		$	264		$	1,239		$	2,336	$	424		$	2,760
	Property Expenses		664			416			1,080			1,116		662			1,778
	Net Operating Income		311			(152	)		159			1,220		(238	)		982
	Net Income		(212	)		(623	)		(835	)		97		(934	)		(837	)
Balance Sheet: (as of December 31, 2000) Number of Operational Properties			6			5			11
	Total Assets	$	50,705		$	42,475		$	93,180
	Total Third Party Debt		22,215			19,727			41,942

Selected Fidelity Joint Venture Financial Information

		Twelve Months				Twelve Months
		Ended December 31,				Ended December 31,
		2001		2000		2001		2000
Income Statement:
	Property Revenues	$	6,076	$	5,955	$	24,392	$	23,112
	Property Expenses		2,500		1,953		8,727		7,566
	Net Operating Income		3,576		4,002		15,665		15,546
	Net Income		995		1,121		5,478		5,278
Balance Sheet:
	Total Assets	$	143,592	$	147,918
	Total Third Party Debt		90,224		91,768

Exhibit E

STORAGE USA, INC.

Share and Unit Information

Common Shares and OP
Units as of December 31,
(in thousands)	2001		2000
Common Shares Outstanding		28,278		27,019
Operating Partnership Units Outstanding		2,666		3,420
Total Shares and Units Outstanding		30,944		30,439

Weighted Average Common Shares and OP Units

	Three Months				Twelve Months
	Ended December 31,				Ended December 31,
(in thousands)	2001		2000		2001		2000
Basic Weighted Average Common Shares Outstanding		27,853		27,013		27,415		27,373
Dilutive Effect of Stock Options		573		78		413		117
Diluted Weighted Average Common Shares Outstanding		28,426		27,091		27,828		27,490
Total Weighted Average Units Outstanding		2,854		3,421		3,188		3,460
Minority Interests Associated with Units Outstanding	$	1,453	$	1,972	$	7,260	$	7,893

7

Exhibit F

Property Square Footage As of December 31, 2001

				Sq Footage		Physical
		# of Props		(in thousands)		Occupancy
Owned:
	Mature		349		23,430		82.7	%
	Dev & Lease-up		62		4,684		67.0	%
			411		28,114		83.0	%
Managed/Franchised			93		6,185
Joint Venture			54		3,599
Total			558		37,898

Operating Revenue Detail

(in thousands)

	Three Months					Twelve Months
	Ended December 31,					Ended December 31,
	2001		2000			2001		2000
Rental and Other Property Income:
Rental	$	69,446	$	66,198			277,210		254,375
Other Property Income		1,324		1,076			4,855		4,183
	$	70,770	$	67,274		$	282,065	$	258,558
Service and Other Income:
Management Fees	$	1,103	$	833		$	3,967	$	2,904
Franchise Services Income		1,211		—			4,267		—
Acquisition, Development and General Contracting Fees		303		196			806		1,884
Income from Equity Investments and Other		3,231		(405	)		4,265		1,097
	$	5,848	$	624		$	13,305	$	5,885

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EXHIBIT G
STORAGE USA, INC.
Operating Property Summary

Three Months Ended
December 31, 2001
(in thousands)
Rental Income:
	Mature	$	59,515		86	%
	Non-Mature		9,931		14	%
			69,446
Property Other Income:
	Mature		1,139		86	%
	Non-Mature		185		14	%
			1,324
Operating Expenses Excluding Taxes:
	Mature		(15,245	)	83	%
	Non-Mature		(3,085	)	17	%
			(18,330	)
Taxes:
	Mature		(5,167	)	85	%
	Non-Mature		(932	)	15	%
			(6,099	)
Net Operating Income:
	Mature		40,242		87	%
	Non-Mature		6,099		13	%
		$	46,341
As of December 31, 2001 (in thousands)

			Total
	Undepreciated
Reconciliation to Balance Sheet:	# of props			Costs
Mature Properties		349		$	1,382,248
Recent Acquisitions and Props Acquired in Lease-Up		14			63,025
Recent Expansions		29			149,054
Developments in Lease-Up		19			111,923
Corporate PP&E					27,781
CIP and Capitalized Interest					38,491
		411		$	1,772,522

9