SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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 (S) 240.14a-11(c) or (S) 240.14a-12
Storage USA
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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 0-11(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.
(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 27, 2002, Storage USA issued the following press release announcing the
date of its special meeting of shareholders:
FOR IMMEDIATE RELEASE
Storage USA Announces Date of Special Meeting of Shareholders
Memphis, Tennessee (March 27, 2002) - Storage USA, Inc. (NYSE: SUS) announced
today that it has scheduled a special meeting of shareholders to be held on
April 26, 2002, at the Plaza Club, 175 Toyota Plaza, Second Floor, Memphis,
Tennessee, at 9:00 a.m. local time. At the special meeting, shareholders of
Storage USA as of March 11, 2002, the record date, will vote upon a purchase and
sale agreement providing for the acquisition of Storage USA by Security Capital
Group Incorporated.
Storage USA also announced that it is mailing its proxy statement with respect
to the special meeting this week. It is anticipated that if the shareholders
approve the transactions contemplated by the purchase and sale agreement at the
special meeting and the other conditions to closing are satisfied, the
transactions will close promptly after the special meeting of shareholders.
Storage USA is a fully integrated, self-administered and self-managed real
estate investment trust, which is engaged in the management, acquisition,
development, construction and franchising of self-storage facilities. As of
December 31, 2001, Storage USA owned, managed and franchised 558 facilities
containing 37.9 million square feet in 33 states and the District of Columbia.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Storage USA has filed a definitive proxy statement with the SEC containing
information about the proposed transactions. Storage USA and Security Capital
have also filed with the SEC a statement on Schedule 13E-3 and amendments
thereto (the "Schedule 13E-3") in connection with the proposed transactions.
Investors and securityholders of Storage USA are advised to read the proxy
statement and the Schedule 13E-3 carefully because they contain important
information about the proposed transactions, the persons soliciting proxies
related thereto, their interests in the proposed transactions, and related
matters. Investors and securityholders of Storage USA 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 also available to investors
and securityholders of 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.
INFORMATION CONCERNING PARTICIPANTS
Storage USA, its directors, executive officers and certain other members of
management and employees may solicit proxies from Storage USA's shareholders in
favor of the proposed transactions. As of the date of this press release, the
officers and directors of Storage USA each beneficially own less than 1% of the
outstanding common stock of Storage USA, other than Dean Jernigan who
beneficially owns approximately 2.6%. A more complete description is available
in the proxy statement.
***
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any securities in connection with the opportunity for limited
partners of SUSA Partnership, L.P. to remain limited partners under an amended
and restated partnership agreement following the consummation of the
transactions contemplated by the purchase agreement between Storage USA and
Security Capital. Any securities offered to such limited partners will not be
registered under the Securities Act of 1933, as amended, and may not be sold or
offered, nor may any solicitation of an offer to buy such securities be made, in
the United States absent registration or an applicable exemption from any
applicable registration requirements, and any such offer, solicitation or sale
may not be made in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State or pursuant to an exemption from such registration or qualification.
***
This press release contains statements concerning Storage USA's beliefs,
expectations and intentions with respect to the proposed acquisition, which are
forward-looking and are subject to certain risks and uncertainties, some of
which are beyond our control. We caution you not to place undue reliance on
these forward-looking statements. We assume no obligation to update these
forward-looking statements as a result of new information, subsequent events or
any other circumstances. These forward-looking statements speak only as of the
date of this press release.
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Contact:
Storage USA, Inc.
Christopher P. Marr, (901) 252-2000
http://www.sus.com
On March 27, 2002, Storage USA sent the following communication to its
employees, attaching the March 27 press release:
From: Human Resources Department
Sent: Wednesday, March 27, 2002 5:43 PM
To: EVERYONE W/FACILITIES
Subject: Press Release of March 27
Attached you will find our latest press release regarding our transaction with
Security Capital Group Incorporated. The release provides details on the final
steps in their acquisition of our company, including the mailing of the proxy to
shareholders and the shareholders meeting scheduled for April 26. At the
meeting, shareholders will have the opportunity to vote on the acquisition, and
we anticipate closing on the transaction as soon thereafter as practical. In
keeping with our commitment to keep you up to date on the transaction, we will
notify you when the acquisition is complete as soon as those details are
available to us.
[March 27, 2002 Press Release attached]
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