SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 1998
STORAGE USA, INC.
(Exact name of registrant as specified in charter)
Tennessee 001-12910 62-1251239
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
165 Madison Avenue, Suite 1300
Memphis, Tennessee 38103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 252-2000
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Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index appears on Page 4.
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On November 12, 1998, SUSA Partnership, L.P., the Registrant's
operating subsidiary (the "Partnership"), privately placed $65 million of 8 7/8%
Series A Cumulative Redeemable Preferred Partnership Units (the "Units") of the
Partnership. The Partnership has the right to redeem the Units after November 1,
2003 at the original capital contribution plus the cumulative priority return to
the redemption date, to the extent not previously distributed. The Units are
exchangeable, on a one-for-one basis, for shares of the Registrant's 8 7/8%
Series A Cumulative Redeemable Preferred Stock on or after November 1, 2008 (or
earlier upon the occurrence of certain events) at the option of 51% of the
holders of the Units.
Additional information with respect to the transaction described herein
is set forth in the exhibits hereto, which are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a) Financial Statements.
None
b) Pro Forma Financial Information.
None
c) Exhibits.
Number Exhibit
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3.1 Articles of Amendment to the Amended
Charter of Storage USA, Inc.,
designating and fixing the rights
and preferences of the 8 7/8% Series
A Cumulative Redeemable Preferred
Stock, as filed with the Secretary
of State of the State of Tennessee
on November 12, 1998.
10.1 Fourth Amendment to the Second
Amended and Restated Agreement of
Limited Partnership of SUSA
Partnership, L.P., dated November
12, 1998, establishing the 8 7/8%
Series A Cumulative Redeemable
Preferred Units of Partnership
Interest and fixing distribution and
other preferences and rights of such
units.
10.2 Registration Rights Agreement, dated
as of November 12, 1998, by and
between Storage USA, Inc. and Greene
Street 1998 Exchange Fund, L.P.
2
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.
Date: November 20, 1998 By: /s/ John W. McConomy
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John W. McConomy
Executive Vice President and General
Counsel
3
EXHIBIT INDEX
Number Exhibit
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3.1 Articles of Amendment to the Amended Charter of
Storage USA, Inc., designating and fixing the
rights and preferences of the 8 7/8% Series A
Cumulative Redeemable Preferred Stock, as filed
with the Secretary of State of the State of
Tennessee on November 12, 1998.
10.1 Fourth Amendment to the Second Amended and
Restated Agreement of Limited Partnership of
SUSA Partnership, L.P., dated November 12,
1998, establishing the 8 7/8% Series A
Cumulative Redeemable Preferred Units of
Partnership Interest and fixing distribution
and other preferences and rights of such units.
10.2 Registration Rights Agreement, dated as of
November 12, 1998, by and between Storage USA,
Inc. and Greene Street 1998 Exchange Fund, L.P.
4