SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
Storage USA, Inc.
(Name of Issuer)
Storage USA, Inc.
and
Security Capital Group Incorporated
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
861907103
(CUSIP Number of Class of Securities)
John W. McConomy Jeffrey A. Klopf
Executive Vice President, General Counsel and Secretary Senior Vice President and Secretary
Storage USA, Inc. Security Capital Group Incorporated
175 Toyota Plaza, Suite 700 125 Lincoln Avenue
Memphis, Tennessee 38103 Santa Fe, New Mexico 87501
(901) 252-2000 (505) 982-9292
WITH A COPY TO: WITH A COPY TO:
Gilbert G. Menna, P.C. Randall S. Parks, Esq. Adam O. Emmerich, Esq.
Goodwin Procter LLP Hunton & Williams Wachtell, Lipton, Rosen & Katz
Exchange Place Riverfront Plaza, East Tower 51 West 52nd Street
Boston, Massachusetts 02109 951 East Byrd Street New York, New York 10019
(617) 570-1000 Richmond, Virginia 23219-4074 (212) 403-1000
(804) 788-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [x]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [_]
CALCULATION OF FILING FEE
Transaction Valuation*: $745,013,783 Amount of filing fee: $68,541.27
* For purposes of calculating the filing fee only, the transaction
valuation was determined by adding (a) the product of (i) the 16,716,228 shares
of common stock, par value $0.01 per share, of Storage USA, Inc. ("Common
Stock") that are proposed to be converted into the right to receive the
transaction consideration and (ii) $43.21 (which is the sum of the consideration
of $42.50 per share of Common Stock plus $0.71 per share of Common Stock for the
maximum potential adjustments), plus (b) $22,705,571 payable to holders of
options to purchase shares of Common Stock in exchange for the cancellation of
such options (the "Total Consideration"). The filing fee equals $92.00 per
$1,000,000 of the Total Consideration, pursuant to Sections 13(e) and 14(g) of
the Exchange Act, as amended.
[x] Check the box if any part of the fee is offset by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $68,541.27 Filing Party: Storage USA, Inc.
Form or Registration No.: 14A Date Filed: January 23, 2002
INTRODUCTION
This Transaction Statement on Schedule 13E-3 (this "Statement") is being
filed by Storage USA, Inc., a Tennessee corporation ("Storage USA") and Security
Capital Group Incorporated, a Maryland corporation ("Security Capital"), which
owns approximately 41.3% of the outstanding common stock of Storage USA,
pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 13e-3 thereunder. This Statement relates to the
Purchase and Sale Agreement by and among Storage USA, Storage USA Trust, SUSA
Partnership, L.P. ("SUSA Partnership") and Security Capital, dated as of
December 5, 2001, as amended by the Letter Agreement by and among Storage USA,
Storage USA Trust, SUSA Partnership and Security Capital, dated January 17, 2002
(the "Purchase Agreement"). Pursuant to the Purchase Agreement, first, Security
Capital will purchase all of Storage USA's assets, including all of Storage
USA's interests in its operating partnership, SUSA Partnership, and assume all
of Storage USA's liabilities, then Storage USA will merge with and into SUSA
Partnership (which at the time of the merger will be a majority-owned subsidiary
of Security Capital) with SUSA Partnership being the surviving entity in the
merger. In the merger, Storage USA's shareholders will receive $42.50 in cash,
without interest, for each share of Storage USA common stock owned, subject to
certain adjustments with respect to dividends paid on the common stock after
December 5, 2001.
Concurrently with the filing of this Statement, Storage USA is filing with
the Securities and Exchange Commission a proxy statement (the "Proxy Statement")
under cover of Schedule 14A pursuant to Section 14 of the Exchange Act and
Regulation 14A thereunder relating to the special meeting of shareholders of
Storage USA at which the shareholders will consider and vote upon the Purchase
Agreement. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1),
and copies of the Purchase Agreement and the Letter Agreement amending the
Purchase Agreement are attached as Appendices A and B to the Proxy Statement.
The information contained in the Proxy Statement, including all appendices
thereto, is expressly incorporated herein by reference and the responses to each
item of this Statement are qualified in their entirety by such disclosures in
the Proxy Statement. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment.
The information contained in this Statement and in the Proxy Statement
concerning (i) Storage USA and SUSA Partnership was supplied by Storage USA and
none of Security Capital and its subsidiaries takes any responsibility for the
accuracy or completeness of this information and (ii) Security Capital or plans
for Storage USA and its subsidiaries after the consummation of the transactions
was supplied by Security Capital and none of Storage USA, SUSA Partnership or
any of its subsidiaries takes any responsibility for the accuracy or
completeness of this information.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the sections of the Proxy Statement entitled
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth in the section of the Proxy Statement
entitled "THE PARTIES -- Storage USA, Inc." is incorporated herein by reference.
(b) The information set forth in the section of the Proxy Statement
entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
(c) The information set forth in the section of the Proxy Statement
entitled "MARKET PRICES AND DIVIDEND INFORMATION" is incorporated herein by
reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "MARKET PRICES AND DIVIDEND INFORMATION" and "TERMS OF THE
TRANSACTIONS -- Conduct of Business Prior to the Transactions" is incorporated
herein by reference.
(e) Not Applicable.
(f) The information set forth in the section of the Proxy Statement
entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The information set forth in the sections of the Proxy Statement
entitled "THE PARTIES," "DIRECTORS AND EXECUTIVE OFFICERS OF STORAGE USA" and
"DIRECTORS AND EXECUTIVE OFFICERS OF SECURITY CAPITAL" is incorporated herein by
reference.
(b) The information set forth in the sections of the Proxy Statement
entitled "THE PARTIES -- Security Capital Group Incorporated" and "DIRECTORS AND
EXECUTIVE OFFICERS OF SECURITY CAPITAL" is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "DIRECTORS AND EXECUTIVE OFFICERS OF STORAGE USA" and "DIRECTORS AND
EXECUTIVE OFFICERS OF SECURITY CAPITAL" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Proxy Statement
entitled "SUMMARY TERM SHEET," "TERMS OF THE TRANSACTIONS -- Consideration to
Securityholders," "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL
FACTORS -- Fairness of the Transactions; Recommendation of the Special Committee
of the Board of Directors," "SPECIAL FACTORS -- Security Capital's Purpose and
Reasons for the Transactions; Benefits and Detriments of the Transactions to
Security Capital," "SPECIAL FACTORS -- Certain Effects of the Transactions,"
"THE SPECIAL MEETING -- Vote Required," "SPECIAL FACTORS -- Accounting Treatment
of the Transactions" and "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" is
incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "SUMMARY TERM SHEET," "SPECIAL FACTORS -- Interests of Storage USA's
Executive Officers and Directors in the Transactions," "TERMS OF THE
TRANSACTIONS -- Structure of the Transactions," "TERMS OF THE TRANSACTIONS --
Consideration to Securityholders" and "TERMS OF THE TRANSACTIONS -- Solicitation
of Proposals by Storage USA and Alternative Acquisition Transactions" is
incorporated herein by reference.
(d) The information set forth in the section of the Proxy Statement
entitled "TERMS OF THE TRANSACTIONS -- Appraisal Rights" is incorporated herein
by reference.
(e) The information set forth in the section of the Proxy Statement
entitled "WHERE YOU CAN FIND MORE INFORMATION" is incorporated herein by
reference.
(f) Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Past Transactions and Relationships," "SPECIAL
FACTORS -- Interests of Storage USA's Executive Officers and Directors in the
Transactions" and "TERMS OF THE TRANSACTIONS -- Strategic Alliance Agreement" is
incorporated herein by reference.
(b) and (c) The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL
FACTORS -- Past Transactions and Relationships" and "TERMS OF THE TRANSACTIONS
- -- Strategic Alliance Agreement" is incorporated herein by reference.
(e) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL FACTORS
- -- Past Transactions and Relationships," "SPECIAL FACTORS -- Interests of
Storage USA's Executive Officers and Directors in the Transactions," "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "TERMS OF THE
TRANSACTIONS" is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Certain Effects of the Transactions," "TERMS OF THE
TRANSACTIONS -- Structure of the Transactions," "TERMS OF THE TRANSACTIONS --
Consideration to Securityholders" and "TERMS OF THE TRANSACTIONS -- Payments by
Security Capital" is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL FACTORS
- -- Certain Effects of the Transactions," "SPECIAL FACTORS -- Plans for Storage
USA after the Transactions" and "TERMS OF THE TRANSACTIONS -- Structure of the
Transactions" is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in the sections of the Proxy Statement
entitled "QUESTIONS AND ANSWERS," "SPECIAL FACTORS -- Fairness of the
Transactions; Recommendation of the Special Committee of the Board of
Directors," "SPECIAL FACTORS -- Recommendation of the Board of Directors,"
"SPECIAL FACTORS -- Security Capital's Purpose and Reasons for the Transactions;
Benefits and Detriments of the Transaction to Security Capital," "SPECIAL
FACTORS -- Position of Security Capital Regarding Fairness of the Transactions,"
"SPECIAL FACTORS -- Opinion of the Financial Advisor to the Special Committee"
and "SPECIAL FACTORS -- Role of the Financial Advisor to Security Capital" is
incorporated herein by reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Security Capital's Purpose and Reasons for the
Transactions; Benefits and Detriments of the Transaction to Security Capital,"
"SPECIAL FACTORS -- Plans for Storage USA after the Transactions," "SPECIAL
FACTORS -- Certain Effects of the Transaction," "SPECIAL FACTORS -- Accounting
Treatment of the Transactions," "TERMS OF THE TRANSACTIONS -- Structure of the
Transactions," "TERMS OF THE TRANSACTIONS -- Consideration to Securityholders,"
"TERMS OF THE TRANSACTIONS -- Payments by Security Capital," "TERMS OF THE
TRANSACTIONS -- Strategic Alliance Agreement," "TERMS OF THE TRANSACTIONS --
Employee Matters," "TERMS OF THE TRANSACTIONS -- Indemnification; Directors and
Officers Insurance" and "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) and (b) The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS -- Background of the Transaction," "SPECIAL
FACTORS -- Fairness of the Transactions; Recommendation of the Special Committee
of the Board of Directors," "SPECIAL FACTORS -- Recommendation of the Board of
Directors," "SPECIAL FACTORS -- Position of Security Capital Regarding Fairness
of the Transactions," "SPECIAL FACTORS -- Opinion of the Financial Advisor to
the Special Committee" and "SPECIAL FACTORS -- Role of the Financial Advisor to
Security Capital" is incorporated herein by reference.
(c) The information set forth in the section of the Proxy Statement
entitled "THE SPECIAL MEETING -- Vote Required" is incorporated herein by
reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL FACTORS
- -- Fairness of the Transactions; Recommendation of the Special Committee of the
Board of Directors," "SPECIAL FACTORS -- Recommendation of the Board of
Directors," "SPECIAL FACTORS -- Position of Security Capital Regarding Fairness
of the Transactions," "SPECIAL FACTORS -- Opinion of the Financial Advisor to
the Special Committee" and "SPECIAL FACTORS -- Role of the Financial Advisor to
Security Capital" is incorporated herein by reference.
(e) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Background of the Transactions" and "SPECIAL
FACTORS -- Fairness of the Transactions; Recommendation of the Special Committee
of the Board of Directors" is incorporated herein by reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) - (c) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Background of the Transactions," "SPECIAL FACTORS
- -- Opinion of the Financial Advisor to the Special Committee" and "SPECIAL
FACTORS -- Role of the Financial Advisor to Security Capital" and in Appendix C
to the Proxy Statement is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in the sections of the Proxy
Statement entitled "SPECIAL FACTORS -- Sources and Uses of Proceeds; Financing
for the Transactions" and "TERMS OF THE TRANSACTIONS -- Conditions to Closing"
is incorporated herein by reference.
(c) The information set forth in the sections of the Proxy Statement
entitled "THE SPECIAL MEETING -- Solicitation of Proxies and Expenses" and
"TERMS OF THE TRANSACTIONS -- Expenses" is incorporated herein by reference.
(d) The information set forth in the section of the Proxy Statement
entitled "SPECIAL FACTORS -- Sources and Uses of Proceeds; Financing for the
Transactions" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Interests of Storage USA's Executive Officers and
Directors in the Transactions" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is incorporated herein by reference.
(b) Not Applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) The information set forth in the sections of the Proxy Statement
entitled "THE SPECIAL MEETING -- Vote Required," "TERMS OF THE TRANSACTIONS --
Solicitation of Proposals by Storage USA and Alternative Acquisition
Transactions" and "TERMS OF THE TRANSACTIONS -- Strategic Alliance Agreement" is
incorporated herein by reference.
(e) The information set forth in the sections of the Proxy Statement
entitled "SPECIAL FACTORS -- Fairness of the Transactions; Recommendation of the
Special Committee of the Board of Directors," "SPECIAL FACTORS -- Recommendation
of the Board of Directors" and "SPECIAL FACTORS -- Position of Security Capital
Regarding Fairness of the Transactions" is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth in the sections of the Proxy Statement
entitled "SUMMARY FINANCIAL INFORMATION" and "WHERE YOU CAN FIND MORE
INFORMATION" is incorporated herein by reference. In addition, (1) Storage USA'a
Consolidated Balance Sheets as of December 31, 2000 and 1999 and Consolidated
Statements of Operations, Cash Flows and Shareholders' Equity for each of the
years in the two-year period ended December 31, 2000, including the notes
thereto, appearing on pages 31 through 51 of Storage USA's Annual Report on Form
10-K for the fiscal year ended December 31, 2000, filed on March 31, 2001 and
September 30, 2000 and (2) Storage USA's Consolidated Balance Sheets as of
September 30, 2001 and 2000 and Consolidated Statements of Operations and Cash
Flows for each of the three-month and nine-month periods ended
September 30, 2001 and September 30, 2000, including the notes thereto,
appearing on pages 2 through 14 of Storage USA's Quarterly Report on Form 10-Q
for the three-months ended September 30, 2001, filed on November 14, 2001, are
incorporated herein by reference.
(b) Not Applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) and (b) The information set forth in the section of the Proxy Statement
entitled "THE SPECIAL MEETING -- Solicitation of Proxies and Expenses" is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information contained in the Proxy Statement, including all
appendices thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a)(1) Preliminary Proxy Statement on Schedule 14A (filed by Storage USA,
Inc. with the Securities and Exchange Commission on January 23, 2002, including
all appendices thereto and the related Letter to Shareholders and Notice of
Special Meeting of Shareholders, and incorporated herein by reference thereto).
(a)(2) Form of Proxy Card (filed with the Securities and Exchange
Commission along with the Proxy Statement, and incorporated herein by reference
thereto).
(a)(3) Press Release of Storage USA, Inc., dated December 5, 2001 (filed as
Exhibit 99.1 to Storage USA's Current Report on Form 8-K, filed on December 6,
2001, and incorporated herein by reference thereto).
(a)(4) Press Release of Security Capital Group Incorporated, dated
January 17, 2002 (filed as Exhibit 99.1 to Storage USA's Current Report on
Form 8-K, filed on January 18, 2002, and incorporated herein by reference
thereto).
(a)(5) Press Release of Storage USA, Inc., dated January 21, 2002 (filed
herewith).
(b) Not Applicable.
(c) Opinion of Lehman Brothers Inc., dated December 3, 2001 (filed with the
Securities and Exchange Commission as Appendix C of the Proxy Statement, and
incorporated herein by reference thereto).
(d)(1) Purchase and Sale Agreement, dated as of December 5, 2001, by and
among Storage USA, Inc., Storage USA Trust, SUSA Partnership, L.P. and Security
Capital Group Incorporated (filed with the Securities and Exchange Commission as
Appendix A to the Proxy Statement and incorporated herein by reference thereto).
(d)(2) Letter Agreement, dated January 17, 2002, by and among Storage USA,
Inc., Storage USA Trust, SUSA Partnership, L.P. and Security Capital Group
Incorporated (filed with the Securities and Exchange Commission as Appendix B to
the Proxy Statement and incorporated herein by reference thereto).
(d)(3) Strategic Alliance Agreement, dated March 19, 1996, between Storage
USA, Inc., SUSA Partnership, L.P., Security Capital Holdings S.A. and Security
Capital U.S. Realty (filed as Exhibit 10.1 to Storage USA's Current Report on
Form 8-K, filed on April 1, 1996, and incorporated herein by reference thereto).
(d)(4) Amendment No. 1 to Strategic Alliance Agreement, dated June 14,
1996, between Storage USA, Inc., SUSA Partnership, L.P., Storage USA Trust,
Security Capital U.S. Realty and Security Capital Holdings S.A. (filed as
Exhibit 10.2 to Storage USA's Amendment No. 1 to Registration Statement on Form
S-3 (File No. 333 - 04556), and incorporated herein by reference thereto).
(d)(5) Second Amendment to Strategic Alliance Agreement, dated November
20, 1997, between Storage USA, Inc., SUSA Partnership, L.P., Security Capital
U.S. Realty and Security Capital Holdings S.A. (filed as Exhibit 10.19 to
Storage USA's Annual Report on Form 10-K for the fiscal year ended December 31,
1998, and incorporated herein by reference thereto).
(d)(6) Letter Agreement, dated July 7, 2000, between Security Capital
Group Incorporated and Storage USA, Inc. (filed as Exhibit 10.1 to Storage USA's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, and
incorporated herein by reference thereto).
(d)(7) Registration Rights Agreement, dated March 19, 1996, by and among
Storage USA, Inc., Security Capital Holdings S.A. and Security Capital U.S.
Realty (filed as Exhibit 10.2 to Storage USA's Current Report on Form 8-K, filed
on April 1, 1996, and incorporated herein by reference thereto).
(d)(8) Warrant Purchase Agreement, dated November 30, 1999, between
Storage USA, Inc. and Storage Ventures, L.P. (filed as Exhibit 10.3 to Storage
USA's Current Report on Form 8-K/A, filed December 9, 1999, and incorporated
herein by reference thereto).
(d)(9) Participation Rights Letter, dated November 12, 1999, from Storage
USA, Inc. to Security Capital U.S. Realty Management (filed as Exhibit 10.5 to
Storage USA's Current Report on Form 8-K/A, filed December 9, 1999, and
incorporated herein by reference thereto).
(d)(10) Form of Registration Rights Agreements with limited partners of
SUSA Partnership, L.P. (filed herewith).
(f) Not Applicable.
(g) Not Applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2002
STORAGE USA, INC.
By: /s/ John W. McConomy
---------------------------------------
Name: John W. McConomy
Title: Executive Vice President, General
Counsel and Secretary
SECURITY CAPITAL GROUP INCORPORATED
By: /s/ Jeffrey A. Klopf
---------------------------------------
Name: Jeffrey A. Klopf
Title: Senior Vice President and Secretary
EXHIBIT INDEX
Exhibit
No. Description Filing Method
- ----- -------------- -----------------
(a)(1) Preliminary Proxy Statement on Schedule 14A of Storage USA, Filed on January 23, 2002 and incorporated
Inc. including all appendices thereto and the related Letter herein by reference thereto
to Shareholders and Notice of Special Meeting of Shareholders
(a)(2) Form of Proxy Card Filed along with the Proxy Statement and
incorporated herein by reference thereto
(a)(3) Press Release of Storage USA, Inc., dated December 5, 2001 Filed as Exhibit 99.1 to Storage USA's
Current Report on Form 8-K, filed on
December 6, 2001, and incorporated
herein by reference thereto
(a)(4) Press Release of Security Capital Group Incorporated, Filed as Exhibit 99.1 to Storage USA's
dated January 17, 2002 Current Report on Form 8-K, filed on
January 18, 2002, and incorporated
herein by reference thereto
(a)(5) Press Release of Storage USA, Inc. dated January 21, 2002 Filed herewith
(b) Not Applicable.
(c) Opinion of Lehman Brothers Inc., dated December 3, 2001 Filed as Appendix C of the Proxy
Statement and incorporated herein by
reference thereto
(d)(1) Purchase and Sale Agreement, dated December 5, 2001, Filed as Appendix A to the Proxy
by and among Storage USA, Inc., Storage USA Trust, SUSA Statement and incorporated herein by
Partnership, L.P. and Security Capital Group Incorporated reference thereto
(d)(2) Letter Agreement, dated January 17, 2002, by and among Filed as Appendix B to the Proxy
Storage USA, Inc., Storage USA Trust, SUSA Partnership, L.P. Statement and incorporated herein by
and Security Capital Group Incorporated reference thereto
(d)(3) Strategic Alliance Agreement, dated March 19, 1996, between Filed as Exhibit 10.1 to Storage USA's
Storage USA, Inc., SUSA Partnership, L.P., Security Capital Current Report on Form 8-K, on April 1,
Holdings S.A. and Security Capital U.S. Realty 1996, and incorporated herein by
reference thereto
(d)(4) Amendment No. 1 to Strategic Alliance Agreement, dated June Filed as Exhibit 10.2 to Storage USA's
14, 1996, between Storage USA, Inc., SUSA Partnership, Amendment No. 1 to Registration
L.P., Storage USA Trust, Security Capital U.S. Realty and Statement on Form S-3 (File No. 333 -
Security Capital Holdings S.A. 04556), and incorporated herein by
reference thereto
(d)(5) Second Amendment to Strategic Alliance Agreement, dated Filed as Exhibit 10.19 to Storage USA's
November 20, 1997, between Storage USA, Inc., SUSA Annual Report on Form 10-K for the
Partnership, L.P., Security Capital U.S. Realty and fiscal year ended December 31, 1998, and
Security Capital Holdings S.A. incorporated herein by reference thereto
(d)(6) Letter Agreement, dated July 7, 2000, between Security Filed as Exhibit 10.1 to Storage USA's
Capital Group Incorporated and Storage USA, Inc. Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, and
incorporated herein by reference thereto
(d)(7) Registration Rights Agreement, dated March 19, 1996, by and Filed as Exhibit 10.2 to Storage USA's
among Storage USA, Inc., Security Capital Holdings S.A. and Current Report on Form 8-K, filed on
Security Capital U.S. Realty April 1, 1996, and incorporated herein
by reference thereto
(d)(8) Warrant Purchase Agreement, dated November 30, 1999, Filed as Exhibit 10.3 to Storage USA's
between Storage USA, Inc. and Storage Ventures, L.P. Current Report on Form 8-K/A, filed on
December 9, 1999, and incorporated
herein by reference thereto
(d)(9) Participation Rights Letter, dated November 12, 1999, from Filed as Exhibit 10.5 to Storage USA's
Storage USA, Inc. to Security Capital U.S. Realty Management Current Report on Form 8-K/A, filed on
December 9, 1999, and incorporated
herein by reference thereto
(d)(10) Form of Registration Rights Agreements with limited partners Filed herewith
of SUSA Partnership, L.P.
(f) Not Applicable.
(g) Not Applicable.