SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Storage USA, Inc.
(Name of Issuer)
Storage USA, Inc.
Storage USA Trust
SUSA Partnership, L.P.
Security Capital Group Incorporated
(Name of Persons 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 Amendment No. 3 amends and supplements the Transaction Statement
on Schedule 13E-3 (the "Statement") filed on January 23, 2002, and amended by
Amendment No. 1 thereto on March 6, 2002 ("Amendment No. 1") and by Amendment
No. 2 thereto on March 11, 2002 ("Amendment No. 2"), by Storage USA, Inc., a
Tennessee corporation ("Storage USA") and Security Capital Group Incorporated, a
Maryland corporation ("Security Capital"), which owns approximately 41.1% 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. The 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 Amendment No. 3 to the Statement,
Storage USA is filing with the Securities and Exchange Commission an amended
preliminary 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 as of the close of business on March 11, 2002 will consider and
vote upon the Purchase Agreement and the transactions contemplated thereby. 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
Amendment No. 3 to the 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 Amendment No. 3 to the 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 their subsidiaries takes any
responsibility for the accuracy or completeness of this information. Disclosure
with respect to SUSA Partnership and Storage USA Trust which is duplicative of
information relating to Storage USA has not been separately included in this
Amendment No. 3 to the Statement and in the Proxy Statement.
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," "THE PARTIES --
SUSA Partnership, L.P.," "THE PARTIES -- Storage USA Trust" 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 Purposes 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," "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 -- Solicitation of Proposals by
Storage USA and Alternative Acquisition Transactions" is incorporated herein by
reference.
(d) The information set forth in the sections of the Proxy Statement
entitled "TERMS OF THE TRANSACTIONS -- Appraisal Rights" is incorporated herein
by reference.
(e) The information set forth in the sections of the Proxy Statement
entitled "TERMS OF THE TRANSACTIONS -- Appraisal Rights" and "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 Purposes 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 Purposes 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 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.
(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, Storage USA's
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, 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 March 18, 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
(previously filed as Exhibit to the Schedule 13 E-3 filed by Storage USA, Inc.
and Security Capital Group Incorporated on January 23, 2002).
(a)(6) Press Release of Storage USA, Inc., dated January 30, 2002
(filed as Exhibit 99.1 to Storage USA's Current Report on Form 8-K, filed on
February 1, 2002, and incorporated herein by reference thereto).
(b) Not applicable.
(c)(1) Materials presented by Lehman Brothers Inc. on June 25, 2001
(previously filed as Exhibit to Amendment No. 2 to Schedule 13E-3 filed by
Storage USA, Inc. and Security Capital Group Incorporated on March 11, 2002).
(c)(2) Materials presented by Lehman Brothers Inc. on July 18, 2001
(previously filed as Exhibit to Amendment No. 2 to Schedule 13E-3 filed by
Storage USA, Inc. and Security Capital Group Incorporated on March 11, 2002).
(c)(3) Materials presented by Lehman Brothers Inc. on October 23, 2001
(previously filed as Exhibit to Amendment No. 2 to Schedule 13E-3 filed by
Storage USA, Inc. and Security Capital Group Incorporated on March 11, 2002).
(c)(4) Materials presented by Lehman Brothers Inc. on December 3, 2001
(previously filed as Exhibit to Amendment No. 2 to Schedule 13E-3 filed by
Storage USA, Inc. and Security Capital Group Incorporated on March 11, 2002).
(c)(5) 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. (previously filed as Exhibit to the Schedule 13E-3
filed by Storage USA, Inc. and Security Capital Group Incorporated on
January 23, 2002).
(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: March 18, 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
STORAGE USA TRUST
By: /s/ John W. McConomy
--------------------------------------
Name: John W. McConomy
Title: Executive Vice President,
General Counsel and Secretary
SUSA PARTNERSHIP, L.P.
By: Storage USA, Inc., its sole general partner
By: /s/ John W. McConomy
--------------------------------------
Name: John W. McConomy
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
No. Description Filing Method
- ----- -------------- -----------------
(a)(1) Preliminary Proxy Statement on Schedule 14A of Storage USA, Filed on March 18, 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, dated Filed as Exhibit 99.1 to Storage USA's
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 as Exhibit to the Schedule 13E-3 filed
by Storage USA, Inc. and Security Capital
Group Incorporated on January 23, 2002
(a)(6) Press Release of Storage USA, Inc., dated January 30, 2002 Filed as Exhibit 99.1 to Storage USA's Current
Report on Form 8-K, filed on February 1, 2002,
and incorporated herein by reference thereto
(b) Not applicable.
(c)(1) Materials presented by Lehman Brothers Inc. on June 25, 2001 Filed as Exhibit to Amendment No. 2 to Schedule
13E-3 filed by Storage USA Inc. and Security Capital
Group Incorporated on March 11, 2002
(c)(2) Materials presented by Lehman Brothers Inc. on July 18, 2001 Filed as Exhibit to Amendment No. 2 to Schedule
13E-3 filed by Storage USA Inc. and Security Capital
Group Incorporated on March 11, 2002
(c)(3) Materials presented by Lehman Brothers Inc. on Filed as Exhibit to Amendment No. 2 to Schedule
October 23, 2001 13E-3 filed by Storage USA Inc. and Security Capital
Group Incorporated on March 11, 2002
(c)(4) Materials presented by Lehman Brothers Inc. on Filed as Exhibit to Amendment No. 2 to Schedule
December 3, 2001 13E-3 filed by Storage USA Inc. and Security Capital
Group Incorporated on March 11, 2002
(c)(5) 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 Filed as Exhibit to the Schedule 13E-3 filed by
partners of SUSA Partnership, L.P. Storage USA, Inc. and Security Capital Group
Incorporated on January 23, 2002
(f) Not applicable.
(g) Not applicable.