SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------
FORM 11-K/A
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, 1997.
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. PROFIT SHARING AND 401 (K) 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, 1997 and 1996 (attached).
2. Audited Statements of Changes in Net Assets Available for Plan Benefits
- For the years ended December 31, 1997, 1996, and 1995 (attached).
STORAGE USA, INC.
PROFIT SHARING AND 401(K) PLAN
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for each of the three years ended
in the period ended December 31, 1997
STORAGE USA, INC. PROFIT SHARING AND 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, 1997 and 1996 2 - 3
Statements of Changes in Net Assets Available
for Plan Benefits with Fund Information
for the years ended December 31, 1997, 1996, and 1995 4 - 6
Notes to Financial Statements 7 - 10
Supplemental Schedules:
Item 27a - Schedules of Assets Held for Investment
Purposes as of December 31, 1997 and 1996 11 - 12
Item 27d - Schedules of Reportable Transactions
for the years ended December 31, 1997 and 1996 13 - 14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Storage USA, Inc. Profit Sharing and 401(K) Plan
In our opinion, the accompanying statements of net assets available for plan
benefits with fund information, and the related statements of changes in net
assets available for plan benefits with fund information present fairly, in all
material respects, the net asssets available for plan benefits with fund
information of Storage USA, Inc. Profit Sharing and 401 (k) Plan at December 31,
1997 and 1996, 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,
1997, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
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.
PricewaterhouseCoopers LLP
Baltimore, Maryland
June 18, 1998
1
STORAGE USA, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1997
Equity Global U.S. Growth and
Income Growth Government Income Voyager
Fund Fund Fund Fund Fund
-------- -------- -------- -------- --------
Investments, at fair value $453,067 $443,962 $119,922 $664,896 $664,060
-------- -------- -------- -------- --------
Contributions receivable:
Employee 11,341 12,168 2,151 15,204 20,177
Employer 45,285 50,398 10,876 64,855 81,369
-------- -------- -------- -------- --------
56,626 62,566 13,027 80,059 101,546
-------- -------- -------- -------- --------
Net assets available for plan benefits
$509,693 $506,528 $132,949 $744,955 $765,606
======== ======== ======== ======== ========
Money Storage
Market USA
Fund Stock Total
-------- -------- ----------
Investments, at fair value $351,530 $110,582 $2,808,019
-------- -------- ----------
Contributions receivable:
Employee 4,475 6,152 71,668
Employer 150,570 32,228 435,581
-------- -------- ---------
155,045 38,380 507,249
-------- -------- ---------
Net assets available for plan benefits
$506,575 $148,962 $3,315,268
======== ======== ==========
2
STORAGE USA, INC. PROFIT SHARING AND 401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1996
Equity Global U.S. Growth and
Income Growth Government Income Voyager
Fund Fund Fund Fund Fund
-------- -------- ------- -------- --------
Investments, at fair value $262,279 $302,646 $82,815 $400,340 $395,135
-------- -------- ------- -------- --------
Contributions receivable:
Employee 7,350 8,475 1,718 10,153 16,165
Employer 37,889 41,715 13,710 49,475 54,164
-------- -------- ------- -------- --------
45,239 50,190 15,428 59,628 70,329
-------- -------- ------- -------- --------
Net assets available for plan benefits
$307,518 $352,836 $98,243 $459,968 $465,464
======== ======== ======= ======== ========
Money Storage
Market USA
Fund Stock Total
-------- ------- ----------
Investments, at fair value $115,567 $16,282 $1,575,064
-------- ------- ----------
Contributions receivable:
Employee 4,245 2,386 50,492
Employer 110,870 19,456 327,279
-------- ------- ----------
115,115 21,842 377,771
-------- ------- ----------
Net assets available for plan benefits
$230,682 $38,124 $1,952,835
======== ======= ==========
The accompanying notes are an integral part
of the financial statements.
3
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
for the year ended December 31, 1997
-------
Equity Global U.S. Growth and
Income Growth Government Income Voyager
Fund Fund Fund Fund Fund
-------- -------- -------- -------- --------
Additions to net assets attributed to:
Contributions:
Employee $129,340 $122,711 $ 24,210 $179,230 $189,762
Employer 53,519 62,210 13,958 80,271 96,246
-------- -------- -------- -------- --------
Total contributions 182,859 184,921 38,168 259,501 286,008
-------- -------- -------- -------- --------
Investment Income:
Interest and dividends 26,911 80,158 6,050 82,425 40,241
Net realized and unrealized
appreciation (depreciation) in fair
value of investments 55,728 (31,918) 2,389 31,457 86,614
-------- -------- -------- -------- --------
82,639 48,240 8,439 113,882 126,855
-------- -------- -------- -------- --------
Total additions 265,498 233,161 46,607 373,383 412,863
Deductions:
Benefits paid to participants 58,090 59,703 10,350 68,186 74,981
-------- -------- -------- -------- --------
Net increase prior to other activity 207,408 173,458 36,257 305,197 337,882
Interfund transfers (5,233) (19,766) (1,551) (20,210) (37,740)
-------- -------- -------- -------- --------
Net increase 202,175 153,692 34,706 284,987 300,142
Net assets available for plan benefits:
Beginning of year 307,518 352,836 98,243 459,968 465,464
-------- -------- -------- -------- --------
End of year $509,693 $506,528 $132,949 $744,955 $765,606
======== ======== ======== ======== ========
Money
Market Storage USA
Fund Stock Total
-------- -------- ----------
Additions to net assets attributed to:
Contributions:
Employee $ 43,721 $ 71,152 $ 760,126
Employer 157,424 37,917 501,545
-------- -------- ----------
Total contributions 201,145 109,069 1,261,671
-------- -------- ----------
Investment Income:
Interest and dividends 13,103 1,636 250,524
Net realized and unrealized
appreciation (depreciation) in fair
value of investments 0 4,268 148,538
-------- -------- ----------
13,103 5,904 399,062
-------- -------- ----------
Total additions 214,248 114,973 1,660,733
Deductions:
Benefits paid to participants 23,929 3,061 298,300
-------- -------- ----------
Net increase prior to other activity 190,319 111,912 1,362,433
Interfund transfers 85,574 (1,074) -
-------- -------- ----------
Net increase 275,893 110,838 1,362,433
Net assets available for plan benefits:
Beginning of year 230,682 38,124 1,952,835
-------- -------- ----------
End of year $506,575 $148,962 $3,315,268
======== ======== ==========
The accompanying notes are an integral part
of the financial statements.
4
STORAGE USA, INC. PROFIT SHARING AND 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
Income Growth Government Income Voyager
Fund Fund Fund Fund Fund
-------- -------- -------- -------- --------
Additions to net assets attributed to:
Contributions:
Employee $ 84,703 $134,000 $ 30,494 $140,639 $202,770
Employer 48,441 51,992 17,895 63,427 66,653
-------- -------- -------- -------- --------
Total contributions 133,144 185,992 48,389 204,066 269,423
-------- -------- -------- -------- --------
Investment Income:
Interest and dividends 4,330 20,772 3,976 31,410 26,127
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 33,179 12,984 (1,117) 28,204 862
-------- -------- ------- -------- --------
37,509 33,756 2,859 59,614 26,989
-------- -------- ------- -------- --------
Total additions 170,653 219,748 51,248 263,680 296,412
Deductions:
Benefits paid to participants 13,664 29,089 10,916 30,385 17,079
-------- -------- -------- -------- --------
Net increase prior to other activity 156,989 190,659 40,332 233,295 279,333
Interfund transfers (5,032) (6,221) (6,174) (5,837) 2,730
------- ------- ------- ------- --------
Net increase 151,957 184,438 34,158 227,458 282,063
Net assets available for plan benefits:
Beginning of year 155,561 168,398 64,085 232,510 183,401
-------- -------- -------- -------- --------
End of year $307,518 $352,836 $ 98,243 $459,968 $465,464
======== ======== ======== ======== ========
Money
Market Storage USA
Fund Stock Total
-------- ------- ----------
Additions to net assets attributed to:
Contributions:
Employee $ 37,632 $12,817 $ 643,055
Employer 115,591 20,633 384,632
-------- ------- ----------
Total contributions 153,223 33,450 1,027,687
-------- ------- ----------
Investment Income:
Interest and dividends 4,516 112 91,243
Net realized and unrealized appreciation
(depreciation) in fair value of
investments - 1,355 75,467
-------- ------ ----------
4,516 1,467 166,710
-------- ------- ----------
Total additions 157,739 34,917 1,194,397
Deductions:
Benefits paid to participants 19,976 - 121,109
-------- -------- ----------
Net increase prior to other activity 137,763 34,917 1,073,288
Interfund transfers 17,327 3,207 -
-------- ------- -------
Net increase 155,090 38,124 1,073,288
Net assets available for plan benefits:
Beginning of year 75,592 - 879,547
-------- ------- ----------
End of year $230,682 $38,124 $1,952,835
======== ======= ==========
The accompanying notes are an integral part
of the financial statements.
5
STORAGE USA, INC. PROFIT SHARING AND 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
Income Growth Government Income Voyager
Fund Fund Fund Fund Fund
-------- -------- ------- -------- --------
Additions to net assets
attributed to:
Contributions:
Employee $ 48,953 $ 65,314 $25,027 $ 80,905 $ 75,076
Employer 38,136 42,014 16,507 51,833 37,228
-------- -------- ------- -------- --------
Total contributions 87,089 107,328 41,534 132,738 112,304
-------- -------- ------- -------- --------
Investment income:
Interest and dividends 2,201 6,585 2,188 10,492 8,226
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 21,242 8,503 2,645 25,696 24,458
-------- -------- ------- -------- --------
23,443 15,088 4,833 36,188 32,684
-------- -------- ------- -------- --------
Total additions 110,532 122,416 46,367 168,926 144,988
Deductions:
Benefits paid to participants 11,645 14,057 4,707 12,604 18,233
-------- -------- ------- -------- --------
Net increase prior to
other activity 98,887 108,359 41,660 156,322 126,755
Interfund transfers (715) (1,567) (957) (596) (1,632)
-------- -------- ------- -------- --------
Net increase 98,172 106,792 40,703 155,726 125,123
Net assets available for plan benefits:
Beginning of year 57,389 61,606 23,382 76,784 58,278
-------- -------- ------- -------- --------
End of year $155,561 $168,398 $64,085 $232,510 $183,401
======== ======== ======= ======== ========
Money
Market
Fund Total
------- --------
Additions to net assets
attributed to:
Contributions:
Employee $18,136 $313,411
------- --------
Employer 41,782 227,500
------- --------
Total contributions 59,918 540,911
------- --------
Investment income:
Interest and dividends 963 30,655
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (1,220) 81,324
------- --------
(257) 111,979
------- --------
Total additions 59,661 652,890
Deductions:
Benefits paid to participants 3,264 64,510
------- --------
Net increase prior to
other activity 56,397 588,380
Interfund transfers 5,467 -
------- --------
Net increase 61,864 588,380
Net assets available for plan benefits:
Beginning of year 13,728 291,167
------- --------
End of year $75,592 $879,547
======= ========
The accompanying notes are an integral part
of the financial statements.
6
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------
1. Description of Plan:
The following description of the Storage USA, Inc. Profit Sharing and
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 1997, 1996 and
1995 plan years, the Company contributed 3% of all eligible
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.
7
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1. Description of Plan, continued:
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.
Forfeited Accounts:
At December 31, 1997, 1996 and 1995, forfeited nonvested accounts
totaled approximately $66,119, $26,635 and $7,000, 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.
8
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
2. Summary of Significant Accounting Policies, continued:
Administrative Expenses:
During 1997, 1996 and 1995, administrative expenses of approximately
$20,312, $15,100 and $7,400, respectively, were paid by the Company.
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 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 mutual funds.
The plan has no formal policy requiring collateral to support the
financial instruments subject to credit risk.
9
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
-------
1
7. Obligations for Terminated Participants:
Net assets available for Plan benefits as of December 31, 1997 and 1996
included $106,752 and $82,652, 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.
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, 1997:
Net assets available for plan benefits per the
financial statements $3,315,268
Less: Amounts allocated to contributions
receivable 507,249
----------
Net assets available for benefits per the
Form 5500 $2,808,019
==========
The following is a reconciliation of contributions per the financial
statements to the Form 5500 for the year ended December 31, 1997:
Contributions per the financial statements $1,261,671
Less: Change in contributions receivable 129,478
----------
Contributions per the Form 5500 $1,132,193
==========
Contributions are recorded on the Form 5500 when paid.
10
SUPPLEMENTAL SCHEDULES
-------
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
Employer ID Number: 62-1251239
Plan Number: 001
December 31, 1997
-------
Description Number of Current
Identity of Issuer of Investments Shares / Units Cost Value
---------------------------- ----------------------------- ----------------------- --------------------- ---------------------
Putnam Mutual Fund Equity Income Fund 29,304 $ 361,479 $ 453,067
Putnam Mutual Fund Global Growth Fund 45,164 472,934 443,962
Putnam Mutual Fund U.S. Government Fund 9,179 116,549 119,922
Putnam Mutual Fund Growth and Income Fund 34,217 604,258 664,896
Putnam Mutual Fund Voyager Fund 35,554 572,520 664,060
Putnam Mutual Fund Money Market Fund 351,530 351,530 351,530
Storage USA, Inc. Common Stock 2,769 104,948 110,582
--------- ---------
$2,584,218 $2,808,019
========== ==========
11
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
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
========== ==========
12
STORAGE USA, INC. PROFIT SHARING AND 401 (K) PLAN
Item 27d - Schedule of Reportable Transactions*
Employer ID Number: 62-1251239
Plan Number: 001
for the year ended December 31, 1997
-------
Current Value of
Identity of Description of Number of Purchase Selling Cost of Asset on
Party Involved Investment Transactions Price Price Asset Transaction Date Net Gain
-------------- ---------- ------------ ----- ----- ----- ---------------- --------
I. Single transaction in
excess of 5% of the Plan's
assets as of January 1,
1997 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,
1997 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, 1997:
Putnam Mutual Fund** Equity Income Fund 62 $193,210 $193,210 $193,210
Putnam Mutual Fund** Global Growth Fund 69 195,152 195,152 195,152
Putnam Mutual Fund** Growth Income Fund 83 275,289 275,289 275,289
Putnam Mutual Fund** Growth Income Fund 211 $114,179 42,243 114,179 $71,936
Putnam Mutual Fund** Voyager Fund 65 273,263 273,263 273,263
Putnam Mutual Fund** Voyager Fund 197 131,160 90,917 131,160 40,243
Putnam Mutual Fund** Money Market Fund 282 277,909 277,909 277,909
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, 1997 None
* Transactions or a series of transactions in excess of 5% of the current
value of the Plan's assets as of January 1, 1997, 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. PROFIT SHARING AND 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
Identity of Description of Number of Purchase Selling Cost of Asset on
Party Involved Investment Transactions Price Price Asset Transaction Date Net Gain
-------------- ---------- ------------ ----- ----- ----- ---------------- --------
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'ss
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.
14
SIGNATURE
The Plan. Pursuant to the requirements of the Securities and Exchange Act of
1934, the Plan Administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Storage USA, Inc. Profit Sharing and 401 (K) Plan
By: /s/ Carl Haas
----------------------------
Carl Haas
Plan Administrator
July 15, 1998
15