UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
U-Store-It Trust
(Name of Registrant as Specified In Its Charter)
(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)(1) and 0-11. |
| (1) | Title of each class of securities to which the transaction applies: |
| (2) | Aggregate number of securities to which the transaction applies: |
| (3) | Per unit price or other underlying value of the 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): |
| (4) | Proposed maximum aggregate value of the transaction: |
| (5) | Total fee paid: |
| ¨ | 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: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
[The following letter was sent by U-Store-It Trust to certain institutional holders of its common shares and delivered on April 24, 2008.]
[U-STORE-IT LETTERHEAD]
April 24, 2008
| Re: | U-Store-It Trust |
Annual Meeting of Shareholders
Tuesday, May 6, 2008
Dear Shareholder:
In connection with our upcoming Annual Meeting of Shareholders, Glass Lewis & Co. recommended a vote in favor of each of our seven trustee candidates, except David J. LaRue. Unlike Glass Lewis, ISS Governance Services of the Risk Metrics Group and Proxy Governance, Inc., each an independent shareholder advisory firm, recommended votes in favor of all of our trustee candidates.
Before you vote, I ask you to please consider the information below and vote in favor of all of our trustee candidates, including Mr. LaRue.
Glass Lewis classified Mr. LaRue as an affiliated trustee solely on the basis of our proxy statement disclosure that we lease approximately 8,000 square feet of office space from Forest City Commercial Group, where Mr. LaRue is the President and Chief Operating Officer. As we further disclosed in the proxy statement, Mr. LaRue is not a party to the lease arrangement, does not derive any benefit from it and the lease is not material.
We thought it important to advise you of additional details regarding the Company’s lease prior to your vote. The total annual base rent for the Company’s lease is less than $143,000, which represents .01% of Forest City Enterprises’ total revenue from real estate operations of approximately $1.3 billion for the year ended January 31, 2008, and which represents .06% of U-Store-It’s total revenue of approximately $229 million for the year ended December 31, 2007. In light of these facts, the Board determined that Mr. LaRue is an independent trustee and recommends that shareholders vote in favor of his election.
We ask that you reject the recommendation of Glass Lewis with respect to the election of Mr. LaRue and vote for Mr. LaRue as recommended by the Board of Trustees.
If you have any questions, please contact me at 216.274.1345.
| Kind regards, |
| /s/ Kathleen A. Weigand |
| Kathleen A. Weigand Executive Vice President, General Counsel and Secretary |