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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report March 14, 1997
(Date of earliest event reported) (March 11, 1997)
Storage USA, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 001-12190 62-1251239
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10440 Little Patuxent Parkway,
Suite 1100,
Columbia, Maryland 21044
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (410) 730-9500
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Item 5. Other Events
Registrant has entered into an Underwriting Agreement with Goldman,
Sachs & Co. in connection with the sale of 1.4 million shares of Registrant's
common stock (the "Offering") pursuant to Registrant's Prospectus Supplement
dated as of March 11, 1997, to a Prospectus dated February 26, 1997, included as
part the Registration Statement on Form S-3 (No. 333- 21991) filed with the
Commission on February 19, 1997. Pursuant to the Underwriting Agreement, the
Company has granted Goldman, Sachs & Co. a 30-day option to purchase up to an
aggregate of 210,000 additional shares to cover over-allotments. The
Underwriting Agreement is attached hereto as Exhibit 1.
Item 7. Financial Statements, ProForma Financial Information and Exhibits
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit Description
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1 Underwriting Agreement and related Pricing Agreement,
dated March 11, 1997, between Registrant, SUSA
Partnership, L.P. and Goldman, Sachs & Co.
8 Opinion of Hunton & Williams, dated March 14, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STORAGE USA, INC.
(Registrant)
Date: March 14, 1997 By: /s/ Christopher P. Marr
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Christopher P. Marr
Vice President - Financial Reporting and
Controller
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EXHIBIT INDEX
Exhibit Description Page
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1 Underwriting Agreement between Registrant, SUSA
Partnership, L.P. and Goldman, Sachs & Co.,
dated March 11, 1997.
8 Opinion of Hunton & Williams, dated March 14, 1997
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