Table of Contents

Table of Contents

Table of Contents

Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

January 1822, 2002 (January 1721, 2002) Date of Report (Date of earliest event reported)

STORAGE USA, INC. ~~(Exact name of registrant as specified in its charter)~~

Tennessee		001-12910		62-1251239
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)


Tennessee	001-12910	62-1251239

(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer




of incorporation)		Identification No.)

175 Toyota Plaza, Suite 700
Memphis, Tennessee 38103
(Address of principal executive offices)

(901) 252-2000
(Registrant’s telephone number, including area code)

N/A
(former name or former address, if changed since last report)

TABLE OF CONTENTS

INFORMATION TO BE INCLUDED IN REPORT
	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
EXHIBIT INDEX
LETTER AGREEMENT
MEMORANDUM OF UNDERSTANDING
PRESS RELEASE


Item 5. Other Events.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
EXHIBIT INDEX
PRESS RELEASE

INFORMATION TO BE INCLUDED IN REPORT

Item 5. Other Events.

On Monday, January 1721, 2002, ~~the~~Storage ~~Registrant (1) entered into a letter agreement (the “Letter Agreement”) with Security Capital Group Incorporated amending a Purchase and Sale Agreement~~USA, ~~dated as of December 5~~Inc., ~~2001~~general bypartner ~~and among the Registrant and Security Capital Group Incorporated, among others, and (2) entered into a Memorandum~~ of ~~Understanding with representatives of~~ the ~~plaintiffs and other defendants in a purported~~ ~~shareholders class action lawsuit against the~~ Registrant, ~~certain~~issued ~~of its subsidiaries, its directors and Security Capital Group Incorporated. The Letter Agreement and~~ the ~~MOU~~press ~~are~~release attached hereto as ~~Exhibits 10~~Exhibit 99.1 ~~and~~announcing ~~10.2.~~that ~~Also~~it onwill ~~January 17,~~proceed ~~2002,~~with ~~Security Capital Group Incorporated issued~~ the ~~press release attached hereto as Exhibit~~ ~~99.1~~previously ~~announcing~~announced ~~the~~acquisition ~~execution~~by ofSecurity ~~the~~Capital ~~Letter~~Group ~~Agreement and MOU~~Incorporated.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

a) Financial Statements. ~~None b) Pro Forma Financial Information. None c) Exhibits.~~

Number		Exhibit
10.1		Letter Agreement, dated January 17, 2002, among Storage USA, Inc., Storage USA Trust, SUSA Partnership, L.P., and Security Capital Group Incorporated
10.2		Memorandum of Understanding, dated January 17, 2002
99.1		Press Release, dated January 17, 2002


	None

b) Pro Forma Financial Information.


	None

c) Exhibits.


Number		Exhibit

99.1		Press Release, dated January 21, 2002

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.

EXHIBIT INDEX

10.1		Letter Agreement, dated January 17, 2002, among Storage USA, Inc., Storage USA Trust, SUSA Partnership, L.P., and Security Capital Group Incorporated
10.2		Memorandum of Understanding, dated January 17, 2002
99.1		Press Release, dated January 17, 2002


99.1		Press Release, dated January 21, 2002

STORAGE USA, INC

STORAGE USA, INC.

Date: January 18, 2002

By: /s/ John W. McConomy

January 22, 2002

/s/ John W. McConomy John W. McConomy Executive Vice President, General Counsel and Secretary

John W. McConomy

Executive Vice President, General Counsel and Secretary

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