8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 13, 2007

U-Store-It Trust

(Exact name of registrant as specified in its charter)

Maryland	001-32324	20-1024732
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6745 Engle Road, Suite 300, Cleveland, Ohio 44130

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (440) 234-0700

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

U-Store-It Trust (the “Company”) has terminated the Amended and Restated Employment Agreement (the “Agreement”) dated August 23, 2006 between the Company and Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, effective as of February 19, 2007. The Agreement had called for Mr. Amsdell to head the Company’s exploration of development opportunities in targeted domestic markets for an initial term ending August 24, 2010, and provided for payment to Mr. Amsdell of a base salary at a rate not less than $379,000 per annum, and certain other compensation.

The termination was effected in connection with the Company’s inquiry into actions by Mr. Amsdell and Robert J. Amsdell, the Chairman of the Company’s Board of Trustees (the “Board”), that the Company considers to be in violation of certain of the Amsdells’ employee nonsolicitation obligations and in violation of their duty to act, in their positions with the Company, in the best interests of the Company and its shareholders. The inquiry, and the Company’s discussions with the Amsdells regarding these issues, are continuing.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Robert J. Amsdell retired from the Board effective as of February 13, 2007. Mr. Amsdell’s resignation had been requested by the members of the Board (with the exception of Barry L. Amsdell), in connection with the inquiry referred to in Item 1.02, above, before Mr. Amsdell retired. Mr. Amsdell’s February 13, 2007 memorandum stated that Mr. Amsdell had determined that now was the appropriate time for him to retire from his Board position, expressed his view that leadership of the Company had been placed in other hands, and expressed gratitude to the Board for its efforts during his tenure. Mr. Amsdell’s April 24, 2006 Amended and Restated Employment Agreement with the Company terminated in connection with Mr. Amsdell’s retirement.

Mr. Amsdell sent a subsequent memorandum, dated February 16, 2007, to the independent members of the Board. In this memorandum, Mr. Amsdell expressed disagreement with the Company’s view regarding the matters at issue in the Company’s inquiry. Mr. Amsdell stated that he had left the Board to avoid any potential conflict of interest while he pursued, as the Company’s largest shareholder, strategic alternatives. Mr. Amsdell also stated that the Amsdell family was very dissatisfied with the Company’s performance, and expressed the view that the Company should be sold in order to maximize value for its shareholders.

Barry L. Amsdell, a member of the Board, submitted his letter of resignation from the Board on February 20, 2007. Mr. Amsdell indicated that he was resigning in order to avoid any perceived conflict between the Company and the Amsdell family.

On February 14, 2007, the Board appointed William M. Diefenderfer III as Chairman of the Board. Mr. Diefenderfer has been a member of the Company’s Board since the Company’s initial public offering in October 2004.

Item 2.02 Results of Operations and Financial Condition.

The Company’s objective is to complete the inquiry described above on a schedule that will permit the timely filing of its Form 10-K on March 1, 2007. In connection with that objective, the Company is rescheduling its February 22, 2007 fourth quarter and year ended December 31, 2006 earnings release and its February 23, 2007 conference call to a date and time that will be determined in connection with the filing of its Form 10-K. Additional details regarding the Company’s earnings release and conference call will be provided as soon as they are available.

The Company is revising its November 6, 2006 earnings guidance for the fourth quarter of 2006. As of the date of this filing, the Company estimates that its fully diluted loss per share for the fourth quarter will be approximately $(0.10) and after adjusting for approximately $0.28 of real estate depreciation expense per share, that its fully diluted Funds from Operations per share for the quarter will be approximately $0.18. These estimates include previously disclosed charges of approximately $1.1 million related to severance and the noncash write-off of

unamortized loan costs. The estimates also include charges of approximately $2.3 million related to (i) the settlement of a claim made based on actions taken by the predecessor company before the initial public offering, (ii) the settlement of certain claims made by the Amsdell Company related to the management fees charged in connection with the Rising Tide properties, (iii) professional fees incurred as a result of additional focus on the Company’s accounting, systems, and internal control environment and (iv) changes in estimates of certain liabilities to reflect current management’s expectations. Funds from Operations, as adjusted for these items, are currently estimated to be approximately $0.24 per share for the fourth quarter of 2006. The inquiry described in Item 5.02 is ongoing and the audit of the Company’s financial statements as of and for the year ended December 31, 2006 is not complete. As such, the Company’s estimates are subject to the risks disclosed in its Form 10-K as of December 31, 2005 on file with the Securities and Exchange Commission, and in subsequent filings with the SEC, as well as the risks associated with the inquiry described in Item 5.02.

The Company is affirming its 2007 FFO per share guidance of $1.11 to $1.21.

The information contained in this report on Form 8-K under Item 2.02 and the Company’s press release attached as Exhibit 99.1 relating to earnings shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

99.1	Press Release, dated February 20, 2007.
99.2	Memorandum dated February 13, 2007 from Robert J. Amsdell to the Board of Trustees of U-Store-It Trust.
99.3	Memorandum dated February 16, 2007 from Robert J. Amsdell to the Independent Trustees of U-Store-It Trust.
99.4	Letter dated February 20, 2007 from Barry L. Amsdell to the Chairman of the Board of Trustees of U-Store-It Trust.

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 hereunto duly authorized.

	U-Store-It Trust (Registrant)
Date: February 20, 2007	By:	/s/ Kathleen A. Weigand
		Kathleen A. Weigand
		Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit 99.1	Press Release, dated February 20, 2007.
Exhibit 99.2	Memorandum dated February 13, 2007 from Robert J. Amsdell to the Board of Trustees of U-Store-It Trust.
Exhibit 99.3	Memorandum dated February 16, 2007 from Robert J. Amsdell to the Independent Trustees of U-Store-It Trust.
Exhibit 99.4	Memorandum dated February 20, 2007 from Barry L. Amsdell to the Chairman of the Board of Trustees of U-Store-It Trust.

EX-99.1

Exhibit 99.1

U-Store-It Trust Announces Departures of Chairman of the Board Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell

Company Release - 02/20/2007

CLEVELAND, OH — (MARKET WIRE) — 02/20/07 — U-Store-It Trust (NYSE: YSI) announced today that Robert J. Amsdell, the Chairman of the Board of Trustees (the “Board”) of U-Store-It Trust (the “Company”), retired from the Board effective as of February 13, 2007. The Company is conducting an inquiry into actions by Mr. Amsdell and Todd C. Amsdell, President of U-Store-It Development LLC, a subsidiary of the Company, that the Company considers to be in violation of their employee non-solicitation obligations and in violation of their duty to act, in their positions with the Company, in the best interests of the Company and its shareholders. Robert J. Amsdell’s resignation had been requested by the members of the Board (with the exception of Barry L. Amsdell), in connection with the inquiry, before Mr. Amsdell retired. Mr. Amsdell’s February 13, 2007 memorandum stated that Mr. Amsdell had determined that now was the appropriate time for him to retire from his Board position, expressed his view that leadership of the Company had been placed in other hands, and expressed gratitude to the Board for its efforts during his tenure.

Mr. Amsdell sent a subsequent memorandum, dated February 16, 2007, to the independent members of the Board. In this memorandum, Mr. Amsdell expressed disagreement with the Company’s view regarding the matters at issue in the Company’s inquiry. Mr. Amsdell stated that he had left the Board to avoid any potential conflict of interest while he pursued, as the Company’s largest shareholder, strategic alternatives. Mr. Amsdell also stated that the Amsdell family was very dissatisfied with the Company’s performance, and expressed the view that the Company should be sold in order to maximize value for its shareholders.

The Company terminated Todd C. Amsdell’s employment with the Company in connection with the inquiry, effective February 19, 2007. The Company’s inquiry, and its discussions with the Amsdells regarding these issues, are continuing. Barry L. Amsdell, a member of the Board, submitted his letter of resignation from the Board on February 20, 2007. Mr. Amsdell indicated that he was resigning in order to avoid any perceived conflict between the Company and the Amsdell family.

The Company also announced the appointment of William M. Diefenderfer III as Chairman of the Company’s Board of Trustees, effective February 14, 2007. Mr. Diefenderfer has been a member of the Company’s Board of Trustees since the Company’s initial public offering in October 2004.

Mr. Diefenderfer, Chairman of the Board stated “We, as a Board, continually evaluate our business plan and alternatives that could enhance shareholder value. The Board believes that the changes in management we have made over the last 10 months, combined with efforts to lower our cost of capital, have left us poised to generate growth and additional value, and that our best course of action is to continue to execute our existing strategic plan. We have a management team with substantial public company experience and a proven ability to execute our plan, which we believe will prove beneficial to all of our shareholders.”

The Company’s objective is to complete the inquiry described above on a schedule that will permit the timely filing of its Form 10-K on March 1, 2007. In connection with that objective, the Company is rescheduling its February 22, 2007 fourth quarter and year ended December 31, 2006 earnings release and its February 23, 2007 conference call to a date and time that will be determined in connection with the filing of its Form 10-K. Additional details regarding the Company’s earnings release and conference call will be provided as soon as they are available.

The Company is revising its November 6, 2006 earnings guidance for the fourth quarter of 2006. As of the date of this press release, the Company estimates that its fully diluted loss per share for the fourth quarter will be approximately $(0.10) and after adjusting for approximately $0.28 of real estate depreciation expense per share, that its fully diluted Funds from Operations per share for the quarter will be approximately $0.18. These estimates include previously disclosed charges of approximately $1.1 million related to severance and the noncash write-off of unamortized loan costs. The estimates also include charges of approximately $2.3 million related to (i) the settlement of a claim made based on actions taken by the predecessor company before the initial public offering, (ii) the settlement of certain claims made by the Amsdell Company related to the management fees charged in connection with the Rising Tide properties, (iii) professional fees incurred as a result of additional focus on the Company’s accounting, systems, and internal control environment and (iv) changes in estimates of certain liabilities to reflect current management’s expectations. Funds from Operations, as adjusted for these items, are currently estimated to be approximately $0.24 per share for the fourth quarter of 2006. The inquiry described above is ongoing and the audit of the Company’s financial statements as of and for the year ended December 31, 2006 is not complete. As such, the Company’s estimates are subject to the risks disclosed in its Form 10-K as of December 31, 2005 on file with the Securities and Exchange

Commission, and in subsequent filings with the SEC, as well as the risks associated with the inquiry described above.

The Company is affirming its 2007 FFO per share guidance of $1.11 to $1.21.

About U-Store-It Trust

U-Store-It Trust is a self-administered and self-managed real estate investment trust focused on the ownership, operation, acquisition and development of self-storage facilities in the United States. The Company’s self-storage facilities are designed to offer affordable, easily-accessible and secure storage space for residential and commercial customers. According to the 2006 Self-Storage Almanac, U-Store-It Trust is one of the top five owners and operators of self-storage facilities in the United States.

Non-GAAP Performance Measurements

FFO is a widely used performance measure for real estate companies and is provided here as a supplemental measure of operating performance. The Company calculates FFO in accordance with the best practices described in the April 2002 National Policy Bulletin of the National Association of Real Estate Investment Trusts (the “White Paper”). The White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

Management uses FFO as a key performance indicator in evaluating the operations of the Company’s facilities. Given the nature of its business as a real estate owner and operator, the Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Company believes that FFO is useful to management and investors as a starting point in measuring its operational performance because it excludes various items included in net income that do not relate to or are not indicative of its operating performance such as gains (or losses) from sales of property and depreciation and amortization, which can make periodic and peer analyses of operating performance more difficult. FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of the Company’s financial performance, is not an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, and is not indicative of funds available to fund the Company’s cash needs, including its ability to make distributions.

For the three and nine months ended September 30, 2006, the Company disclosed adjustments to FFO to exclude write-off of unamortized loan fees associated with the early extinguishment of debt, write off of software costs and severance costs

because of the significance and infrequent nature of these charges. Given the significance of these charges, the Company believes it is essential to a reader’s understanding of the Company’s results of operations to emphasize the impact on the Company’s operating performance measures. FFO as so adjusted is not and should not be considered an alternative to net income (loss) or cash flows from operating, investing, or financing activities as defined by GAAP.

Forward-Looking Statements

Certain statements in this release that are not historical fact may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results of the Company to differ materially from historical results or from any results expressed or implied by such forward-looking statements, including without limitation: the results of the Company’s inquiry into allegations against Messrs. Robert, Todd and Barry Amsdell; national and local economic, business, real estate and other market conditions; the competitive environment in which the Company operates; the execution of the Company’s business plan; financing risks; increases in interest rates and operating costs; the Company’s ability to maintain its status as a REIT for federal income tax purposes; acquisition and development risks; changes in real estate and zoning laws or regulations; risks related to natural disasters; potential environmental and other liabilities; and other factors affecting the real estate industry generally or the self-storage industry in particular. The Company refers you to the documents filed by the Company from time to time with the Securities and Exchange Commission, specifically the section titled “Business-Risk Factors” in the Company’s Annual Report on Form 10-K, which discuss these and other risks and factors that could cause the Company’s actual results to differ materially from any forward-looking statements.

Contact:

U-Store-It Trust

Christopher Marr

Chief Financial Officer

(440) 234-0700

EX-99.2

Exhibit 99.2

MEMORANDUM

TO:	BOARD OF U-STORE-IT TRUST ATTENTION: JACK DANNEMILLER
FROM:	ROBERT J. AMSDELL CHAIRMAN
DATE:	FEBRUARY 13, 2007

Gentlemen:

I have determined that the time is now right for me to retire as Chairman and as a Board member of YSI, i.e., immediately. The helm has been transferred, the new crew is now on board; our course has been set. I would once again like to express my sincere gratitude to the Board for all of its considerable efforts on behalf of YSI during my tenure.

Sincerely,

Robert J. Amsdell

Chairman

RJA:kiw

EX-99.3

Exhibit 99.3

Confidential

MEMORANDUM

TO:	INDEPENDENT TRUSTEES OF U-STORE-IT TRUST (“YSI”)
	VIA E-MAIL
FROM:	ROBERT J. AMSDELL
RE:	OVERVIEW – YSI CURRENT SITUATION
DATE:	FEBRUARY 16, 2007

I would like to beg the Board’s attention in order to give a brief overview of the present situation at YSI. Certain allegations have been made against the Amsdell family, collectively and individually by Dean Jernigan. It is my understanding that Dean initially hired the firm of Jones Day, et al, to pursue an investigation of these allegations and that upon the Board having discovered the Jones Day engagement, it felt compelled to pursue the matter in its own right through the Corporate Governance and Nominating Committee. I recently learned that the firm of Baker Hostettler, et al, has also been hired to facilitate this process.

The allegations as I understand them are at least four (4) and I will discuss them as they were revealed to me.

1. THAT RISING TIDE (AMSDELL) HIRED OR ATTEMPTED TO HIRE YSI EMPLOYEES.

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Confidential

As I understand it, there are various e-mails on this subject, none of which are mine, as well as conflicting testimony. The one undisputed fact, however, is that no YSI employee has been hired by Rising Tide, even though it probably has the right to do so under the initial term sheet of the YSI Rising Tide transfer of management documents. Perhaps more important, is the fact that under the proposed transfer of management, YSI would have been the party terminating the YSI employees’ employment. Rising Tide had no reason to induce or encourage any YSI employee to leave his or her employment with YSI because any employment with Rising Tide could only have happened as a result of the negotiated management transfer. In other words, had Rising Tide actually hired any YSI employees, such an action would have been open and notorious; (i,e., it could not have been hidden) and would have been done under an agreement acceptable to all parties who were attempting to achieve the common purpose of transferring the management of the Rising Tide properties. Remember, it was Dean Jernigan’s idea initially to transfer management and this transfer was presented to the board on December 15, 2006 and the concept approved by same at that time.

2. THE SECOND ALLEGATION IS THAT ROBERT AMSDELL, EXECUTIVE CHAIRMAN HIRED KATHY WOJNICZ AS HIS ADMINISTRATIVE ASSISTANT.

He did. Kathy had been my personal secretary for many years and when Dean assumed his duties at YSI, she was the Office Manager of the Cleveland office. When that office was moved to Philadelphia she was relieved of her office manager

2

Confidential

duties and she was told that she would have to vacate her private office. Before Kathy was relieved of her duties, I had no conversations with Kathy about her again becoming my secretary. In fact, as I understand, upon learning of Kathy’s taking employment at Amsdell Companies, and prior to her departure, Dean wished Kathy good luck. I make no apologies for the hiring of Kathy.

3. THAT RISING TIDE EMPLOYEES CONTROLLED THE PRICING AND DISCOUNTING OF ITS PROPERTIES.

It did. Specifically, Section 5.1 of the Property Management Agreement between Rising Tide and YSI states “Property Manager shall perform such other services in connection with the efficient leasing of the property as Owner may from time to time direct.” [emphasis added]. By any reasonable interpretation this clause would specifically allow the owner to control pricing, discounting and occupancy. At the time of the IPO, this matter was raised by myself in relation to the option agreement that was given to YSI. I discussed this with the underwriters, Deloitte & Touche, and I believe with legal counsel to ensure that everyone agreed with the concept that only the owner (Rising Tide) could control pricing, discounting and making sure that physical occupancy and discounted or free occupancy were kept in alignment. I was assured that the owner always had this right. The problem, of course, is obvious. If, for instance, a “dollar move in” special (such as used by Public Storage) or a “3 months free” discount, which is sometimes used in the industry during lease up, were implemented, the option purchase price for the property could be very little or in the extreme, nothing at all.

3

Confidential

This subject came up early in the present Board’s tenure and Nick Katzakis, the then Compliance Officer, was asked to give an opinion as to the owner’s rights in these regards. His opinion was that the owner always had the right to control these matters even though it could obviously affect occupancy.

To date, three Rising Tide properties have been sold to YSI pursuant to the subject option. None of the other properties have been disposed of or sold to 3^rd parties and they are expected to ultimately be sold to YSI. Unfortunately, the construction and lease up of the Rising Tide portfolio has been more protracted than originally contemplated. In fact, one of the properties is still under construction. The slow lease up somewhat reflects the lease up of the other YSI properties.

The point is that everything done by Rising Tide has been open and visible. However, an effort has been made by Dean to characterize this process as clandestine which is always the case with “witch hunts” of this nature. This characterization belies the real facts.

4. ADDITIONAL ALLEGATIONS BY DEAN JERNIGAN.

The fourth item was brought up by Dean at the recent impromptu board meeting called to by the undersigned, wherein Dean asked that I not be present when he made his allegations. I later learned that these allegations had something to do with an automobile transaction. Since I have not heard anything further about this matter I assumed that it has been investigated and dismissed. Today, I learned that other matters are being pursued by Dean, including the alleged employment of

4

Confidential

other Amsdell family members, as well as stock ownership of the Amsdell family and pledges by same. Where does this all end?

I recently resigned from the Board in order to avoid any potential conflicts of interest while pursuing, as the Company’s largest shareholder, strategic alternatives. Our family, as the principal stockholders, is very dissatisfied with the Company’s performance. We are under-performing the rest of our sector and, as recently reported by a Citi Group Analyst, our 2006 same store performance for the 3^rd quarter of 2006 (the most recent numbers available) actually revealed a 2.8% decline in same store NOI, year-over-year. Our FFO per share earnings for 2006 are abysmal. I was recently told by Chris Marr that our FFO per share for 2006 in absolute terms would be $0.87. Our Company’s most recent FFO guidance for 2007 was $1.11 to $1.21, far lower than research analysts were expecting.

Consider the following: the Company has not performed as well as expected. Although the Company has lagged its competition in both operations and financial performance, the booming REIT market has allowed for the YSI stock price to be materially higher than it was at the IPO price of $16.00 and above its secondary offering price of $20.35. What does this mean? As the largest shareholders of YSI, we believe that it is in the best interest of the Company and its shareholders to merge or sell the Company now. Doing so will ensure that the shareholders receive the highest value and the company’s reputation remain in tact

I am asking that the Board consider the above and I would be willing to discuss any of these items at the Board’s behest. Thank you for your consideration in this regard.

5

EX-99.4

Exhibit 99.4

Barry L. Amsdell

880 Coventry Street

Boca Raton, Florida 33487

February 20, 2007

Mr. William M. Diefenderfer

Chairman

U-Store-It Trust

Dear Bill:

I am resigning, as of this date, from the YSI Board of Trustees in order to avoid any perceived conflict between YSI and the Amsdell family, its largest shareholder. I believe this act to be in the best interest of all of the shareholders, including the Amsdell family.

Sincerely,

/s/ Barry L. Amsdell

Barry L. Amsdell