SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
- ----- OF 1934 (NO FEE REQUIRED) for the year ended December 31, 1996.
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934 (NO FEE REQUIRED) for the period from ____________ to
__________.
Commission file number: [ ]
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
STORAGE USA, INC. EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
STORAGE USA, INC.
10440 Little Patuxent Parkway, Suite 1100
Columbia, Maryland 21044
Required Information
1. Audited Statements of Net Assets Available for Plan Benefits
- December 31, 1996 and 1995 (attached).
2. Audited Statements of Changes in Net Assets Available for Plan Benefits
- For the years ended December 31, 1996, 1995, and 1994 (attached).
STORAGE USA, INC.
401(K) PLAN
for each of the three years ended
in the period ended December 31, 1996
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
STORAGE USA, INC. 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-------
Page(s)
-------
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan
Benefits with Fund Information as of
December 31, 1996 and 1995 2 - 3
Statements of Changes in Net Assets Available
for Plan Benefits with Fund Information
for the years ended December 31, 1996, 1995 and 1994 4 - 6
Notes to Financial Statements 7 - 10
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996 and 1995 11 - 12
Item 27d - Schedule of Reportable Transactions
for the years ended December 31, 1996 and 1995 13 - 14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Storage USA, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for plan
benefits with fund information of the Storage USA, Inc. 401(k) Plan (the "Plan")
as of December 31, 1996 and 1995, and the related statements of changes in net
assets available for plan benefits with fund information for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits with fund
information as of December 31, 1996 and 1995, and the changes in net assets
available for plan benefits with fund information for each of the three years in
the period ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules presented on
pages 11 through 14 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
July 11, 1997
1
STORAGE USA, INC. 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1996
Equity Global U.S. Growth and Money Storage
Income Growth Government Income Voyager Market USA
Fund Fund Fund Fund Fund Fund Stock Total
---- ---- ---- ---- ---- ---- ----- -----
Investments, at fair value $262,279 $302,646 $82,815 $400,340 $395,135 $115,567 $16,282 $1,575,064
-------- -------- ------- -------- -------- -------- ------- ----------
Contributions receivable:
Employee 7,350 8,475 1,718 10,153 16,165 4,245 2,386 50,492
Employer 37,889 41,715 13,710 49,475 54,164 110,870 19,456 327,279
-------- -------- ------- -------- -------- -------- ------- ----------
45,239 50,190 15,428 59,628 70,329 115,115 21,842 377,771
-------- -------- ------- -------- -------- -------- ------- ----------
Net assets available for
plan benefits $307,518 $352,836 $98,243 $459,968 $465,464 $230,682 $38,124 $1,952,835
======== ======== ======= ======== ======== ======== ======= ==========
The accompanying notes are an integral part of the financial statements.
2
STORAGE USA, INC. 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1995
Equity Global U.S. Growth and Money
Income Growth Government Income Voyager Market
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
Investments, at fair value $120,574 $129,873 $49,049 $184,999 $147,694 $34,679 $666,868
-------- -------- ------- -------- -------- ------- --------
Contributions receivable:
Employee 3,988 4,394 1,875 6,317 5,519 1,839 23,932
Employer 30,999 34,131 13,161 41,194 30,188 39,074 188,747
-------- -------- ------- -------- -------- ------- --------
34,987 38,525 15,036 47,511 35,707 40,913 212,679
-------- -------- ------- -------- -------- ------- --------
Net assets available
for plan benefits $155,561 $168,398 $64,085 $232,510 $183,401 $75,592 $879,547
======== ======== ======= ======== ======== ======= ========
The accompanying notes are an integral part of the financial statements.
3
STORAGE USA, INC. 401 (K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1996
Equity Global U.S. Growth and Money
Income Growth Government Income Voyager Market Storage USA
Fund Fund Fund Fund Fund Fund Stock Total
---- ---- ---- ---- ---- ---- ----- -----
Additions to net assets attributed to:
Contributions:
Employee $ 84,703 $134,000 $ 30,494 $140,639 $202,770 $ 37,632 $12,817 $ 643,055
Employer 48,441 51,992 17,895 63,427 66,653 115,591 20,633 384,632
-------- -------- -------- -------- -------- -------- ------- ----------
Total Contributions 133,144 185,992 48,389 204,066 269,423 153,223 33,450 1,027,687
-------- -------- -------- -------- -------- -------- ------- ----------
Investment Income:
Interest and dividends 4,330 20,772 3,976 31,410 26,127 4,516 112 91,243
Net realized and unrealized appreciation
(depreciation) in fair value
of investments 33,179 12,984 (1,117) 28,204 862 - 1,355 75,467
-------- -------- -------- -------- -------- -------- ------- ----------
37,509 33,756 2,859 59,614 26,989 4,516 1,467 166,710
-------- -------- -------- -------- -------- -------- ------- ----------
Total Additions 170,653 219,748 51,248 263,680 296,412 157,739 34,917 1,194,397
-------- -------- -------- -------- -------- -------- ------- ----------
Deductions:
Benefits paid to participants 13,664 29,089 10,916 30,385 17,079 19,976 - 121,109
-------- -------- -------- -------- -------- -------- ------- ----------
Net increase prior to other activity 156,989 190,659 40,332 233,295 279,333 137,763 34,917 1,073,288
Interfund transfers (5,032) (6,221) (6,174) (5,837) 2,730 17,327 3,207 -
-------- -------- -------- -------- -------- -------- ------- ----------
Net Increase 151,957 184,438 34,158 227,458 282,063 155,090 38,124 1,073,288
Net assets available for plan benefits:
Beginning of year 155,561 168,398 64,085 232,510 183,401 75,592 - 879,547
-------- -------- -------- -------- -------- -------- ------- ----------
End of year $307,518 $352,836 $ 98,243 $459,968 $465,464 $230,682 $38,124 $1,952,835
======== ======== ======== ======== ======== ======== ======= ==========
The accompanying notes are an integral part of the financial statements.
4
STORAGE USA, INC. 401 (K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1995
Equity Global U.S. Growth and Money
Income Growth Government Income Voyager Market
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
Additions to net assets
attributed to:
Contributions:
Employee $ 48,953 $ 65,314 $25,027 $ 80,905 $ 75,076 $18,136 $313,411
Employer 38,136 42,014 16,507 51,833 37,228 41,782 227,500
-------- -------- ------- -------- -------- ------- --------
Total contributions 87,089 107,328 41,534 132,738 112,304 59,918 540,911
-------- -------- ------- -------- -------- ------- --------
Investment income:
Interest and dividends 2,201 6,585 2,188 10,492 8,226 963 30,655
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 21,242 8,503 2,645 25,696 24,458 (1,220) 81,324
-------- -------- ------- -------- -------- ------- --------
23,443 15,088 4,833 36,188 32,684 (257) 111,979
-------- -------- ------- -------- -------- ------- --------
Total additions 110,532 122,416 46,367 168,926 144,988 59,661 652,890
-------- -------- ------- -------- -------- ------- --------
Deductions:
Benefits paid to participants 11,645 14,057 4,707 12,604 18,233 3,264 64,510
-------- -------- ------- -------- -------- ------- --------
Net increase prior to
other activity 98,887 108,359 41,660 156,322 126,755 56,397 588,380
Interfund transfers (715) (1,567) (957) (596) (1,632) 5,467
-------- -------- ------- -------- -------- ------- --------
Net increase 98,172 106,792 40,703 155,726 125,123 61,864 588,380
Net assets available for plan
benefits:
Beginning of year 57,389 61,606 23,382 76,784 58,278 13,728 291,167
-------- -------- ------- -------- -------- ------- --------
End of year $155,561 $168,398 $64,085 $232,510 $183,401 $75,592 $879,547
======== ======== ======= ======== ======== ======= ========
The accompanying notes are an integral part of the financial statements.
5
STORAGE USA, INC. 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1994
Equity Global U.S. Growth and Money
Income Growth Government Income Voyager Market
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
Additions to net assets
attributed to:
Contributions:
Employee $37,400 $39,002 $14,886 $49,264 $38,072 $ 7,270 $185,894
Employer 23,247 25,463 11,098 30,984 20,657 6,139 117,588
------- ------- ------- ------- ------- ------- --------
Total contributions 60,647 64,465 25,984 80,248 58,729 13,409 303,482
------- ------- ------- ------- ------- ------- --------
Investment income:
Interest and dividends 577 1,095 366 1,899 1,421 103 5,461
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (535) (1,538) (386) (2,195) (324) - (4,978)
------- ------- ------- ------- ------- ------- --------
42 (443) (20) (296) 1,097 103 483
------- ------- ------- ------- ------- ------- --------
Total additions 60,689 64,022 25,964 79,952 59,826 13,512 303,965
------- ------- ------- ------- ------- ------- --------
Deductions:
Benefits paid to participants 2,630 2,066 1,953 2,908 2,334 907 12,798
------- ------- ------- ------- ------- ------- --------
Net increase prior to
other activity 58,059 61,956 24,011 77,044 57,492 12,605 291,167
Interfund transfers (670) (350) (629) (260) 786 1,123 -
------- ------- ------- ------- ------- ------- --------
Net increase 57,389 61,606 23,382 76,784 58,278 13,728 291,167
Net assets available for plan
benefits:
Beginning of year - - - - - - -
------- ------- ------- ------- ------- ------- --------
End of year $57,389 $61,606 $23,382 $76,784 $58,278 $13,728 $291,167
======= ======= ======= ======= ======= ======= ========
See accompanying notes.
6
STORAGE USA, INC. 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS
----------
1. Description of Plan:
-------------------
The following description of the Storage USA, Inc. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
General:
-------
The Plan commenced its operations effective January 1, 1994. The Plan
is a defined contribution plan covering all eligible full time
employees of Storage USA, Inc. (the "Company") who have completed six
months of service, which allows participants to make direct
contributions to the following Putnam Investment's mutual fund options:
Equity Income, Global Growth, U.S. Government, Growth and Income,
Voyager, Money Market and to Company Stock. The participant may direct
employee contributions in 5 percent increments in any or all of the
available options. Participants may change their investment options at
any time. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions:
-------------
Employee contributions are voluntary and are allowed up to a maximum of
15% of their compensation. These contributions are invested at the
participant's election. Each year the Company is obligated to make a
matching contribution on the employee's behalf equal to 50% of the
participant's contribution to the Plan, up to 2% of the participant's
compensation. Additionally, the employer can elect to make a
discretionary contribution on an annual basis. For the 1996, 1995 and
1994 plan years, the Company matched 3% of the participant's annual
compensation.
Vesting:
-------
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's matching and discretionary
contributions plus actual earnings thereon is based on years of
continuous service. An eligible employee is 100 percent vested after 6
years of service. Prior to 6 years of service, vesting occurs at 20
percent per year, beginning in the second year of service.
Participant's Accounts:
----------------------
Earnings are allocated to the account of each participant in the ratio
of each participant's account balance to the total of all participant
account balances for such year.
Payment of Benefits:
-------------------
Participants shall receive, at retirement age, the amount equal to the
vested value of their account in a lump-sum or in equal annual
installments. In the event of financial hardship, earlier withdrawals
may be granted. Benefits are recorded when paid.
Continued
7
STORAGE USA, INC. 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------
1. Description of Plan, continued:
-------------------
Forfeited Accounts:
------------------
At December 31, 1996, 1995 and 1994, forfeited nonvested accounts
totaled approximately $26,635, $7,000 and $1,200, respectively. These
accounts will be used to reduce future employer contributions.
2. Summary of Significant Accounting Policies:
------------------------------------------
Use of Estimates in Preparing Financial Statements:
--------------------------------------------------
In preparing the financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amount of assets and
liabilities as of the date of the balance sheet and revenues and
expenses for the period. Actual results could differ significantly from
those estimates.
Investment Valuation:
--------------------
The Plan's investments are held by a third party custodian. Mutual
funds investments are valued at the net asset value reported for the
last day of the year. The Company Stock is valued at its quoted market
price.
Net Appreciation/Depreciation of Investments:
--------------------------------------------
The Plan presents in the statement of changes in net assets available
for plan benefits with fund information the net appreciation
(depreciation) in the fair value of its investments which consists of
the realized gains or losses and the unrealized appreciation
(depreciation) on those investments.
Interest and Dividend Income:
----------------------------
Purchases and sales of investments are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on an accrual basis.
Administrative Expenses:
-----------------------
During 1996, 1995 and 1994, administrative expenses of approximately
$15,100, $7,400 and $7,000, respectively, were paid by the Company.
Continued
8
STORAGE USA, INC. 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------
3. Related Party Transactions:
--------------------------
Certain Plan investments are shares of mutual funds managed by Putnam
Investments. Putnam Fiduciary Trust Company is the trustee as defined
by the Plan and, therefore, these transactions qualify as
party-in-interest.
4. Plan Termination:
----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100 percent vested in
their accounts.
5. Tax Status:
----------
The Plan is awaiting a determination letter from the Internal Revenue
Service, but management believes the Plan qualifies under Sections
401(a) and 501(a) of the Internal Revenue Code and is, therefore, not
subject to tax under present income tax regulations.
6. Concentration of Credit Risk:
----------------------------
Financial instruments which potentially subject the Plan to
concentration of credit risk are the Putnam Investments investment
funds. The plan has no formal policy requiring collateral to support
the financial instruments subject to credit risk.
7. Obligations for Terminated Participants:
---------------------------------------
Net assets available for Plan benefits as of December 31, 1996 and 1995
included $82,652 and $24,530, respectively, due to terminated
participants.
8. Plan Amendment:
--------------
The Plan was amended on December 6, 1995 to allow the Company to make
its contributions and matching contributions in the Company's common
stock. The amendment also allowed the addition of the Company's common
stock as an investment option under the Plan. Use of the Company's
common stock did not occur during the 1995 Plan year.
Continued
9
STORAGE USA, INC. 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------
9. Reconciliation of Financial Statements to Form 5500:
---------------------------------------------------
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500 as of December
31, 1996:
Net assets available for plan benefits per the
financial statements $1,952,835
Less: Amounts allocated to contributions
receivable (377,771)
Net assets available for benefits per the ----------
Form 5500 $1,575,064
==========
The following is a reconciliation of contributions per the financial
statements to the Form 5500 for the year ended December 31, 1996:
Contributions per the financial statements $1,027,687
Less: Change in contributions receivable (165,092)
----------
Contributions per the Form 5500 $ 862,595
==========
Contributions are recorded on the Form 5500 when paid.
10
SUPPLEMENTAL SCHEDULES
-------
STORAGE USA, INC. 401 (K) PLAN
Item 27a - Schedule of Assets Held for Investment
Employer ID Number: 62-1251239
Plan Number: 001
December 31, 1996
-------
Description Number of Current
Identity of Issuer of Investments Shares / Units Cost Value
- ------------------ -------------- -------------- ---- -----
Putnam Mutual Fund Equity Income Fund 20,051 $212,104 $262,279
Putnam Mutual Fund Global Growth Fund 28,450 286,384 302,646
Putnam Mutual Fund U.S. Government Fund 6,470 81,656 82,815
Putnam Mutual Fund Growth and Income Fund 22,381 354,775 400,340
Putnam Mutual Fund Voyager Fund 25,164 375,409 395,135
Putnam Mutual Fund Money Market Fund 115,567 115,567 115,567
Storage USA, Inc. Common Stock 433 14,927 16,282
----------- -----------
$1,440,822 $1,575,064
=========== ===========
11
STORAGE USA, INC. 401 (K) PLAN
Item 27a - Schedule of Assets Held for Investment
Employer ID Number: 62-1251239
Plan Number: 001
December 31, 1995
-------
Description Number of Current
Identity of Issuer of Investments Shares / Units Cost Value
- ------------------ -------------- -------------- ---- -----
Putnam Mutual Fund Equity Income Fund 10,882 $101,274 $120,574
Putnam Mutual Fund Global Growth Fund 13,307 123,738 129,873
Putnam Mutual Fund U.S. Government Fund 3,728 46,892 49,049
Putnam Mutual Fund Growth and Income Fund 11,519 162,831 184,999
Putnam Mutual Fund Voyager Fund 10,013 126,289 147,694
Putnam Mutual Fund Money Market Fund 34,679 34,679 34,679
-------- --------
$595,703 $666,868
======== ========
12
STORAGE USA, INC. 401 (K) PLAN
Item 27d - Schedule of Reportable Transactions*
Employer ID Number: 62-1251239
Plan Number: 001
for the year ended December 31, 1996
-------
Current Value
of Asset on
Identity of Description of Number of Purchase Selling Cost of Transaction Net Gain
Party Involved Investment Transactions Price Price Asset Date (Loss)
-------------- ---------- ------------ ----- ----- ----- ------------ ------
I. Single transaction in excess of 5% of the
Plan's assets as of January 1, 1996 None
II. Series of transactions with respect to
any plan assets others than securities
in excess of 5% of the Plan's assets as
of January 1, 1996 None
III. Series of transactions with respect to
securities of the same issue in excess
of 5% of the Plan's assets as of
January 1, 1996:
Putnam Mutual Fund** Equity Income Fund 57 $130,170 $130,170 $130,170
Putnam Mutual Fund** Global Growth Fund 59 202,657 202,657 202,657
Putnam Mutual Fund** U.S. Government Fund 55 53,451 53,451 53,451
Putnam Mutual Fund** Growth & Income Fund 72 232,241 232,241 232,241
Putnam Mutual Fund** Growth & Income Fund 122 $45,042 40,242 45,042 $4,800
Putnam Mutual Fund** Voyager Fund 54 269,569 269,569 269,569
Putnam Mutual Fund** Money Market Fund 113 107,208 107,208 107,208
IV. Any transaction with respect to
securities with a person if any prior
or subsequent transactions with such
person exceeded 5% of the Plan's assets
of January 1, 1996 None
* Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of January 1, 1996, as defined in Section
2520103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA.
** Represents transactions with Party-In-Interest
13
STORAGE USA, INC. 401 (K) PLAN
Item 27d - Schedule of Reportable Transactions*
Employer ID Number: 62-1251239
Plan Number: 001
for the year ended December 31, 1995
-------
Current Value
of Asset on
Identity of Description of Number of Purchase Selling Cost of Transaction Net Gain
Party Involved Investment Transactions Price Price Asset Date (Loss)
-------------- ---------- ------------ ----- ----- ----- ------------ ------
I. Single transaction in excess of 5% of the
Plan's assets as of January 1, 1995
None
II. Series of transactions with respect to
any plan assets others than securities
in excess of 5% of the Plan's assets as
of January 1, 1995 None
III. Series of transactions with respect to
securities of the same issue in excess
of 5% of the Plan's assets as of
January 1, 1995:
Putnam Mutual Fund** Equity Income Fund 29 $72,650 $ 72,650 $ 72,650
Putnam Mutual Fund** Global Growth Fund 34 96,338 96,338 96,338
Putnam Mutual Fund** Global Growth Fund 50 $17,264 16,441 17,264 $ 823
Putnam Mutual Fund** U.S. Government Fund 37 37,426 37,426 37,426
Putnam Mutual Fund** Growth & Income Fund 38 119,745 119,745 119,745
Putnam Mutual Fund** Growth & Income Fund 50 14,085 12,763 14,085 1,322
Putnam Mutual Fund** Voyager Fund 35 102,330 102,330 102,330
Putnam Mutual Fund** Voyager Fund 47 21,568 18,941 21,568 2,627
Putnam Mutual Fund** Money Market Fund 64 30,662 30,662 30,662
IV. Any transaction with respect to
securities with a person if any prior
or subsequent transactions with such
person exceeded 5% of the Plan's assets
of January 1, 1995 None
* Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of January 1, 1995, as defined in Section
2520103-6 of the Department of Labor's Rules and Regulations for Reporting
and Disclosure under ERISA.
** Represents transactions with Party-In-Interest
14
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
STORAGE USA, INC.
EMPLOYEE SAVINGS PLAN
/s/ Christopher P. Marr
-----------------------------------
Christopher P. Marr
Trustee
Dated: July 14, 1997
EXHIBIT INDEX
23.1 Consent of Independent Accountants