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):
December 1, 1999 (December 1, 1999)
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)
INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
On December 1, 1999, Storage USA, Inc. (the "Registrant") announced the
formation of two joint ventures with GE Capital Corporation ("GE Capital"),
providing a total investment capacity of $400 million for the acquisition and
development of self-storage properties. The Registrant and GE Capital formed a
$240 million acquisition joint venture and a $160 million development joint
venture. The Registrant plans to contribute up to 13 projects currently in the
early stages of development to the development joint venture. The Registrant
expects that the ventures will provide funding for substantially all of its new
acquisition and development over the next two years. All of the properties
acquired and developed through the joint ventures will be operated by the
Registrant under the Storage USA brand names under a five-year management
contract. In addition, the Registrant will provide other fee-based services for
the joint ventures and has the ability to increase its participation in the
joint venture if GE Capital reaches certain return thresholds.
In connection with the closing of the joint venture transactions, GE
Capital received warrants for the purchase of 1.25 million shares of the
Registrant's common stock at $42 per share. The warrants may be exercised at any
time within a five-year period. If fully exercised, the warrants would represent
approximately 3.79% of the Company's common shares and SUSA Partnership, L.P.
units, as of September 30, 1999.
In addition, the Registrant announced that its Board of Directors has
authorized the repurchase of up to 5% of the Registrant's outstanding shares of
common stock through open market and private purchases. The timing of the
purchases, the length of time that the repurchase program will continue and the
exact number of shares to be repurchased will depend on market conditions and
price levels. Based on the closing price of the Registrant's common stock on
November 30, 1999, the repurchase program represents a capital commitment of
approximately $38 million. Purchases will be paid for through borrowings against
the Registrant's lines of credit. As of September 30, 1999, the Registrant had
28,040,440 outstanding shares of common stock.
Additional information with respect to the transactions described above
is set forth in the exhibits, which are incorporated 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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99.1 Storage USA Press Release dated December
1, 1999, announcing joint ventures with GE
Capital Corporation
99.2 Storage USA Press Release dated December
1, 1999, announcing approval of repurchase
program
99.3 Summary of Material Terms of the GE
Capital Transactions
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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.
Date: December 1, 1999 By: /s/ Christopher P. Marr
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Christopher P. Marr
Chief Financial Officer
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EXHIBIT INDEX
Number Exhibit
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99.1 Storage USA Press Release dated December 1, 1999,
announcing joint ventures with GE Capital
Corporation
99.2 Storage USA Press Release dated December 1,
1999, announcing approval of repurchase program
99.3 Summary of Material Terms of the GE Capital
Transactions
4