SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Storage USA, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
011(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Filed by Storage USA, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Storage USA, Inc.
Commission File No.: 001-12910
On March 22, 2002, Storage USA sent the following communication to its
employees:
[GRAPHIC OMITTED]
March 18, 2002
RE: Storage USA, Inc. Profit Sharing and 401(k) Plan
Dear Plan Participant:
As you may be aware, subject to shareholder approval, Storage USA will be
acquired by Security Capital Group Incorporated. At the closing of the
transaction, the Storage USA stock in your 401(k) account will be sold. This
memo serves three purposes:
o to inform you that, as a Storage USA shareholder, you will have the
opportunity to vote your shares "for" or "against" the merger with Security
Capital Group;
o to provide you with an opportunity to allocate the proceeds from the sale
of your Storage USA common stock to various investment options in your
401(k) account; and
o to provide you with an opportunity to reallocate the investment options in
your account, following the surrender of your Storage USA stock, as
Storage USA stock will no longer be an investment option for your 401(k)
account.
THE PROXY STATEMENT. As a holder of Storage USA stock, you will soon receive a
proxy statement and related materials in the mail with instructions on how to
vote those shares in your 401(k) account either "for" or "against" the
transaction. Your vote will be tabulated along with the votes of other
participants in the Plan holding Storage USA stock. The Plan trustee will cast
your vote along will all others received that are attributable to shares held
through the Plan. If you do not provide the trustee with voting instructions,
your shares will not be voted.
The Proceeds. If the transaction is approved by Storage USA's shareholders, the
shares of Storage USA stock held in your 401(k) account will be sold immediately
after the closing date at the price of $42.50 per share plus a pro-rata portion
of the quarterly dividend. Proceeds from the sale will be received by the
trustee of the 401(k) Plan and then will be allocated back to your account. With
respect to reinvesting the sale proceeds:
1) If you complete the attached Proceeds Reinvestment Form, Prudential will
invest the proceeds in the funds you specify. Keep in mind that completing
this form only applies to reinvesting the proceeds of the sale of the
Storage USA stock held in your 401(k) account.
2) If you choose not to submit the Proceeds Reinvestment Form, Prudential will
automatically invest the proceeds from the sale in the Prudential MoneyMart
Assets Fund.
Reallocating Your Investment Options. As noted above, if and when the
transaction closes, the Storage USA stock in your 401(k) account will be
surrendered as of the closing of the transaction. At that time, you will no
longer be able to allocate any of your employee and/or company matching
contributions in your 401(k) account to Storage USA stock. As such, you will
need to reallocate how those contributions should be invested in your account.
You have the following options:
1. You may complete the attached Contribution Allocation Change Form and submit
it to Human Resources. The "new" investment options you list on this form
will be effective following the close of the merger and the sale of your
Storage USA common stock.
2. You may contact Prudential on your own to advise them how you would like to
reallocate your investment options following the transaction. You can reach
a customer service representative at 1-800-562-8838 or by accessing
Prudential's website at www.prudential.com/online/retirement. You will need
your Personal Identification Number (PIN) to reallocate your investment
options.
3. If you do not notify Prudential by the closing date of the transaction as to
how to reallocate your investment options, Prudential will automatically
take any percentage previously allocated to Storage USA common stock in your
401(k) account and allocate that amount to the Prudential MoneyMart Assets
Fund.
Remember, although you can make allocation changes to your 401(k) account at any
time you wish, the above information applies to changes that will only take
effect after the closing of the transaction is complete.
If you have any questions regarding this procedure for handling the sale of
Storage USA stock in your account, please contact your Employee Relations
Manager as listed below.
Eastern Division and Columbia Office John Armistead 901-252-2079
Central Division and Memphis Office Amber DePriest 901-252-2009
Western Division John Caldwell 901-252-2077
Note: The Company has filed preliminary proxy materials and a Schedule 13E-3
relating to the proposed acquisition with the Securities and Exchange
Commission. Subject to the SEC's review process, the Company has established
March 11, 2002, as the record date for a special meeting of shareholders to
consider the proposed acquisition and will set the date for the shareholders'
meeting and mail a definitive proxy statement to shareholders as soon as
practicable. If completed, it is anticipated that the transaction will close in
the Spring of 2002.
Investors in Storage USA should read the proxy statement and the Schedule 13E-3
carefully because they contain important information about the proposed
transaction, the persons soliciting proxies related to the proposed transaction,
their interests in the proposed transaction, and related matters. Investors may
obtain free copies of the proxy statement, the Schedule 13E-3 and other
documents filed by Storage USA at the Securities and Exchange Commission's
Website at www.sec.gov. Free copies of the proxy statement and the Schedule
13E-3 are available to investors from Storage USA by directing such requests to
the attention of Christopher P. Marr, Chief Financial Officer, Storage USA,
Inc., 175 Toyota Plaza, Suite 700, Memphis, TN 38103. Storage USA, its
directors, executive officers and certain other members of management and
employees may solicit proxies from Storage USA's stockholders in favor of the
proposed transaction. As of the date of this release, the officers and directors
of Storage USA each beneficially own less than 1% of the outstanding common
stock of Storage USA, with the exception that Mr. Jernigan beneficially owns
approximately 2.6%.
STORAGE USA, INC. PROFIT SHARING AND 401(k) PLAN
STORAGE USA COMMON STOCK CONTRIBUTION ALLOCATION CHANGE FORM
Instructions This form may be used only for changing the future allocation of
contributions from Storage USA common stock to one or more of the
other eligible investment options in the Plan. The change
requested will be effective after the closing date of the merger
of Storage USA with Security Capital Group.
________________________________________________________________________________
About Social Security Number Daytime telephone Number
You
----------|-----|------------ -----------|-------|-------------
First Name MI Last Name
------------------------ ---- ----------------------------------
________________________________________________________________________________
Investment
Allocation The changes you make on this form reflect how you want to have
your allocation of contributions, which was directed to Storage
USA common stock, directed after Storage USA common stock is no
longer an eligible investment option. The choices you make below
do not change any of your current contribution allocations which
are being directed to investments in the Plan other than to
Storage USA common stock. For any other changes to your current
contribution allocations, you must either contact Prudential at
1-800-562-8838 or access Prudential's website.
Example: Mary's current contributions are being invested 50% in
Storage USA common stock and 50% in Growth Fund of America. Mary
wishes to continue to have 50% of her contributions invested in
Growth Fund of America and to change her allocation from Storage
USA common stock to be invested 50% in PIMCO Total Return Bond
Fund and 50 % in Prudential Stock Index Fund. Mary would choose
the following:
Storage USA Stock
% Allocated To Codes Investment Options
__ | 5 | 0% QZ PIMCO Total Return Bond Fund
__ | 5 | 0% KA Prudential Stock Index Fund
________________________________________________________________________________
Your ______________________________________
Choices
I wish to change my contribution allocation from Storage USA
common stock to the investments as indicated below.
The percent allocated must be in at least 1% increments and the
total must equal 100%.
Storage USA Stock
% Allocated To Codes Investment Options
----|----|---- % JJ Davis NY Venture Fund
----|----|---- % KT EuroPacific Growth Fund
----|----|---- % YM Franklin California Growth Fund
----|----|---- % XE Growth Fund of America
----|----|---- % J3 John Hancock Small Cap Value Fund
----|----|---- % QZ PIMCO Total Return Bond Fund
----|----|---- % H5 Prudential Active Balanced Fund
----|----|---- % CY Prudential MoneyMart Assets
----|----|---- % KA Prudential Stock Index Fund
----|----|---- % BC Van Kampen Real Estate Securities Fund
1 | 0 | 0 % Total
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Your I direct the trustee to make changes in my contribution
Authorization allocation from Storage USA common stock to the investment(s)
options selected above. I understand that these changes will
only affect my current allocation in Storage USA common stock.
Any other investment allocations will remain as originally
allocated.
Signature ______________________________________ Date _____________
STORAGE USA, INC. PROFIT SHARING AND 401(k) PLAN
STORAGE USA COMMON STOCK SALE PROCEEDS REINVESTMENT FORM
Instructions This form may be used only for redirecting the investment of
proceeds from the sale of Storage USA common stock to one or more
of the other eligible investment options in the Plan. The change
requested will be effective with receipt of proceeds on or after
the closing date of the merger of Storage USA with Security Capital
Group.
________________________________________________________________________________
About Social Security Number Daytime telephone Number
You
-----------|----|--------- ------------|--------|----------
First Name MI Last Name
------------------------------ ---- ---------------------
________________________________________________________________________________
Investment The changes you make on this form reflect how you want to invest
Allocation the proceeds from the sale of Storage USA common stock in the plan.
The choices you make below do not change any of your other
investments in the Plan or your current contribution allocation to
those investments. For any other changes to your current
contribution allocations, you must either contact Prudential at
1-800-562-8838 or access Prudential's website.
Example: Mary currently has 50% of her account invested in
Storage USA common stock and 50% in Growth Fund of America. Mary
is allocating her current contributions in this same manner. Mary
wishes to have all of the proceeds of the sale of Storage USA
common stock used to purchase PIMCO Total Return Bond Fund
shares. Mary would choose the following:
Storage USA Stock
% Allocated To Codes Investment Options
1 | 0 | 0 % QZ PIMCO Total Return Bond Fund
______________________________________________________________________
Your I wish to invest the proceeds of the sale of my Storage USA common
Choices stock in the Plan as indicated below. The percent allocated must
be in at least 1% increments and the total must equal 100%.
Storage USA Stock
% Allocated To Codes Investment Options
----|----|---- % JJ Davis NY Venture Fund
----|----|---- % KT EuroPacific Growth Fund
----|----|---- % YM Franklin California Growth Fund
----|----|---- % XE Growth Fund of America
----|----|---- % J3 John Hancock Small Cap Value Fund
----|----|---- % QZ PIMCO Total Return Bond Fund
----|----|---- % H5 Prudential Active Balanced Fund
----|----|---- % CY Prudential MoneyMart Assets
----|----|---- % KA Prudential Stock Index Fund
----|----|---- % BC Van Kampen Real Estate Securities Fund
1 | 0 | 0 % Total
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Your
Authorization I direct the trustee to make investment changes in my account from
the proceeds of Storage USA common stock to the investment(s)
selected above. I understand that these changes will only effect
the proceeds from the sale of Storage USA common stock. Any other
investments will remain as originally invested.
Signature__________________________ Date______________________