FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 $250
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For the fiscal year ended DECEMBER 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from to
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Commission file number 33-25729
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IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-1436174
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(State of organization) (IRS Employer Identification No.)
1201 Third Avenue, Suite 2200, Seattle, Washington 98101
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 624-8100
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
[ X ]
DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report to Security Holders for the fiscal year ended
December 31, 1995 are incorporated by reference into Part II and III of this
Form 10-K.
PART I
ITEM 1. BUSINESS.
GENERAL
IDS/Shurgard Income Growth Partners L.P. II (the Partnership) was
organized under the laws of the State of Washington on November 15, 1988. The
General Partner is Shurgard Associates L.P. II. The Partnership will
terminate December 31, 2030, unless terminated at an earlier date.
The business of the Partnership is to acquire, develop and operate
storage centers. The Partnership has completed the acquisition and
development phase of the business; currently its focus being on the operation
of the storage centers. The principal investment objectives of the
Partnership are to provide the Limited Partners with regular quarterly cash
distributions which, for Taxable Limited Partners, are expected to be
partially tax-sheltered; to obtain long-term appreciation in the value of its
properties; and to preserve and protect the Limited Partners' capital. The
Partnership began operations during 1989, at which time it obtained
approximately $10.3 million in short-term financing for the purchase of two
existing storage facilities. The offering was completed in April 1990 with
total proceeds raised through the sale of limited partnership interests of
approximately $28.8 million. This enabled the Partnership to retire the
short-term loans and purchase an additional five existing storage centers and
one partially completed center. During 1992, the Partnership borrowed
approximately $1.8 million under a seven year note with a commercial bank to
pay off its $1.24 million line of credit, upon the completion of a storage
center. Additionally during 1993, the Partnership drew $1.25 million on a
line of credit to fund an expansion at an existing storage center. For more
information regarding the properties owned by the Partnership at December 31,
1995, see Item 2 below.
On March 24, 1995, Shurgard Incorporated was merged (the Merger) into
Shurgard Storage Centers, Inc. (SSCI). As a result of the Merger, SSCI
assumed all of Shurgard Incorporated's rights and obligations under the
Management Services Agreement and will manage the Partnership's properties on
the terms set forth in the Management Services Agreement.
SELF SERVICE STORAGE
Self service storage centers provide a low-cost alternative to
warehousing and other forms of storage. Storage customers vary from
individuals and professionals to small and large businesses. These customers
rent an enclosed space or "unit" to store various items, including household
goods, recreation vehicles, inventory and business records. Individual units
are secured by the customer's own lock and key and the property's security is
maintained through a computerized access system. Storage space is rented on a
month-to-month basis and the typical rental period for storage tenants is
less than two years. This short rental period makes it necessary for
management to continually re-lease available space in order to maximize
property revenues. The primary technique for renting available space is
through advertisements placed in local Yellow Pages and through signage at
the property site. In addition, the Partnership may utilize various
promotional programs to stimulate rental activities at a particular facility
or within specific market areas.
The Partnership's storage centers are designed to offer high-quality
storage space for personal and business use at a competitive price. Rental
rates reflect the comparative quality of the center (security, accessibility
and appearance), as well as the superior service provided by on-site
managers. Because storage leases are short term, any adjustments in rental
rates
due to inflation or other market factors can become effective promptly based
on the manager's analysis of demand and availability at the particular store.
While rental income from leased space constitutes the primary source of
revenue from the properties, additional revenue is generated from incidental
services and products available at the storage centers. Management believes
that providing such ancillary services will become increasingly important as
competition forces operators to seek to differentiate their product. The
Partnership currently receives additional revenue from storage supplies sales
as well as truck rental operations.
PROPERTY MANAGEMENT
The Partnership entered into a Management Services Agreement with
Shurgard Incorporated which was assumed by SSCI in the Merger, whereby SSCI
manages the Partnership's properties for a monthly fee of 6% of the gross
revenues from operations of storage centers, plus $75 per month per facility
for rendering advertising services. Since SSCI manages the centers, all
on-site managers and associate managers are employees of SSCI. As of
February 6, 1996, there were 13 such employees on-site at the Partnership's
storage centers.
Under the Management Services Agreement, SSCI has granted the
Partnership the non-exclusive right to use the name, trademark and service
mark "Shurgard" in connection with the rental and operation of its
properties. The Management Services Agreement can be terminated without cause
by the Partnership with sixty days written notice. However, if the agreement
is so terminated, all rights to use the "Shurgard" name, trademark and
service mark are also terminated and any signs bearing the name "Shurgard"
are to be removed at the Partnership's expense. If the agreement is
terminated by SSCI for reasons other than the Partnership's breach thereof,
or SSCI is terminated for cause, the Partnership will maintain the right to
use the "Shurgard" name, trademark, service mark and related items until the
properties are sold or otherwise disposed of. However, such rights may not be
passed on to any subsequent purchaser of a property.
COMPETITION
Management considers occupancy levels in the 90% range to be "full", and
as such they believe significant future occupancy gains will be difficult to
obtain. Management anticipates that future increases in revenues from storage
centers currently owned by the Partnership to continue to be primarily the
result of rental rate increases, as they have been in the last two years. To
the extent that the existing properties continue to operate profitably, this
will likely stimulate further development and result in greater competition
between the newly developed and existing properties. The Partnership seeks to
maximize revenues by adjusting rents to match demand more flexibly. Store
managers evaluate their store's rental rates, based on unit demand, unit
availability and competitors' rental rates. The Partnership trains its store
managers in revenue optimization and empowers them to adjust marginal rental
rates based on their "on the ground" analysis of demand and availability at
their particular store. In addition, the use of month-to-month leases,
combined with customer turnover, allows rents to be quickly adjusted to match
current demand in a flexible manner.
Entry into the self storage business through acquisition of existing
facilities is relatively easy for persons or institutions with the required
initial capital. Development of new self storage facilities is more
difficult, however, due to zoning, environmental and other regulatory
requirements. Management has seen recent increases in storage development,
but anticipates that this development will not begin to effect industry
occupancies until late 1996 or 1997. The Partnership competes with, among
others, national and regional storage
operators and developers. Performance at any one location is generally most
influenced by competition within a five mile radius. The primary factors upon
which competition will be based are location, rental rates, suitability of
the property's design to prospective tenants' needs and the manner in which
the property is operated and marketed. The Partnership has established itself
within its markets as a quality operator, emphasizing customer service and
security.
Competition may be accentuated by any increase in availability of funds
for investment in real estate. Rising interest rates tend to decrease the
availability of funds and therefore can have a positive impact on
competition. The extent to which the Partnership is affected by competition
will depend in significant part on general market conditions.
DISPOSITION OF ASSETS
As originally stated, the Partnership plans to dispose of its interest
in its properties seven to nine years after acquisition or completion of the
properties' development, i.e., between 1996 and 2000. However, as originally
indicated, the actual time of the sale depends on a variety of factors not
capable of prediction, including future property values, availability of
credit worthy purchasers, existing financing opportunities, operating results
and the Partnership's assessment of the respective merits of the continued
operation or disposition of the properties.
The Partnership is currently conducting discussions with an affiliated
party regarding the possible acquisition of an interest in, or a merger with,
the Partnership. Whether and when the Partnership will reach agreement
regarding this potential acquisition will depend on a number of factors. There
can be no assurance that any agreement will be reached, or if reached, that the
transactions contemplated thereby will be consummated.
ITEM 2. PROPERTIES.
The following table lists each of the Partnership's storage centers at
December 31, 1995, the property location, the respective rentable space, the
acquisition or completion date, and the square foot occupancy at December 31,
1993, 1994 and 1995.
Rentable Acquisition/ Occupancy at Dec. 31,
Property Location Square Completion ---------------------
Footage Date 1993 1994 1995
----------------- -------- ------------ ---- ---- ----
Shurgard of Orange Los Angeles, CA 90,200 2/89 91 92 86
Shurgard of Sterling Heights Detroit, MI 104,650 12/88 95 88 80
Shurgard of Newport News North Newport News, VA 59,000 8/89 * * *
Shurgard of Chesapeake Virginia Beach, VA 31,900 8/89 * * *
Shurgard of Leesburg Washington, D.C. 27,510 8/89 * * *
Shurgard of T.C. Jester Houston, TX 64,012 4/90 92 92 87
Shurgard of Bellefield Bellevue, WA 64,774 2/90 92 93 93
Shurgard of Kennydale Bellevue, WA 58,450 5/91 91 91 87
* These properties are individually less than 10% of historical cost of
storage centers for the Partnership. The average occupancy of these
projects was 88%, 87% and 88% for the years 1993, 1994 and 1995,
respectively.
Shurgard of Kennydale was purchased from an affiliated partnership after
approval by a majority vote of limited partners. The Houston, Texas center
was purchased from Shurgard Incorporated (now SSCI) at its net cost. The
remaining six centers were purchased from unaffiliated sellers.
ITEM 3. LEGAL PROCEEDINGS.
There are no material legal proceedings pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market information.
There is no established public market for the Partnership's units of
limited partnership interest.
Transfers of limited partner interests are restricted in certain
circumstances. Transfers which would result in the termination of the
Partnership under Section 708 of the Internal Revenue Code, transfers
of fractional units, and transfers which result in a limited partner
owning less than the minimum number of units are restricted. There is
a fee charged for transfers.
(b) Holders.
As of February 6, 1996, there was one general partner and
approximately 4,200 limited partners in the Partnership.
(c) Distributions.
During the fiscal years ended December 31, 1994 and 1995, the
Partnership distributed $15.78 and $16.25 respectively, per $250 unit
of limited partnership interest. In February 1996, the Partnership
distributed $4.06 per $250 unit of limited partnership interest. As of
December 31, 1995, total distributions of $11,005,727 are greater than
total earnings on a basis consistent with generally accepted
accounting principles by $3,653,372. Therefore, the partners' original
investment has been reduced by that amount for financial reporting
purposes.
ITEM 6. SELECTED FINANCIAL DATA.
The information called for by this item is incorporated by reference of the
Annual Report to Security Holders for the fiscal year ended December 31, 1995, a
copy of which is filed as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND THE RESULTS OF OPERATIONS.
The information called for by this item is incorporated by reference of the
Annual Report to Security Holders for the fiscal year ended December 31, 1995, a
copy of which is filed as Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information called for by this item is incorporated by reference of the
Annual Report to Security Holders for the fiscal year ended December 31, 1995, a
copy of which is filed as Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Partnership's General Partner is Shurgard Associates L.P. II, a
Washington limited partnership. Shurgard Associates L.P. II is managed by the
directors and executive officers of Shurgard General Partner, Inc., the
corporate General Partner, and by the Individual General Partners. SSCI and IDS
Partnership Services Corporation (IPSC), a Minnesota corporation, are limited
partners of Shurgard Associates L.P. II, and as such, do not control the day-to-
day affairs of the General Partner or, through the General Partner, the
Partnership. Management of the operations of Partnership projects is performed
by SSCI pursuant to the Management Services Agreement.
The directors of Shurgard General Partner, Inc. have been elected to serve
until their successors are duly elected and qualified. As the sole shareholder
of Shurgard General Partner, Inc., Charles K. Barbo is in a position to control
the election of directors.
The directors and officers of Shurgard General Partner, Inc., are required
to devote only so much of their time to the Partnership's affairs as is
necessary or required for the effective conduct and operation of the
Partnership's business. The Individual General Partners devote their individual
time to the Partnership to the extent they deem advisable in view of the
participation of SSCI in Partnership affairs and such other factors as they
consider relevant.
The Individual General Partners of Shurgard Associates L.P. II and the
executive officers, directors and certain key personnel of Shurgard General
Partner, Inc., and SSCI are as follows:
Name Age Company Office and Date of Election
- ------------------ --- ------------------------------ ------------------------------------------
Charles K. Barbo 54 Shurgard Associates L.P. II Individual General Partner (1987-present)
SSCI President, Chief Executive Officer, and
Chairman of the Board (March 1995-present)
Shurgard General Partner, Inc. President (1992-present),
Chairman of the Board (1983-present)
Arthur W. Buerk 60 Shurgard Associates L.P. II Individual General Partner (1987-present)
Shurgard General Partner, Inc. Director (1979-February 1996)
Donald B. Daniels 57 Shurgard General Partner, Inc. Vice President (1983-present),
Director (1979-present)
Kristin H. Stred 37 SSCI Senior Vice President, Secretary and General
Counsel (1994-present)
Shurgard General Partner, Inc. Secretary (1992-present)
Harrell L. Beck 39 SSCI Director, Senior Vice President, Chief Financial
Officer and Treasurer (1994-present)
Shurgard General Partner, Inc. Treasurer (1992-present)
Michael Rowe 39 SSCI Executive Vice President (1994-present)
Shurgard General Partner, Inc Vice President (1992-present)
Mark Hall 38 Shurgard General Partner, Inc Vice President (February 1996)
CHARLES K. BARBO has been involved as a principal in the real estate
investment industry since 1969. Mr. Barbo is one of the co-founders of
Shurgard Incorporated, which was organized in 1972 to provide property
management services for self service storage centers and other real estate
and commercial ventures. Mr. Barbo was also a co-founder of Shurgard General
Partner, Inc. Upon Mr. Buerk's resignation on January 1, 1992, Mr. Barbo
assumed the responsibilities of President of Shurgard Incorporated until
March 24, 1995 and Shurgard General Partner, Inc. Mr. Barbo is also a general
partner in a number of other public real estate partnerships. On March 24,
1995, Shurgard Incoporated merged into SSCI and Mr. Barbo was named the
Chairman of the Board, President and Chief Executive Officer of SSCI.
ARTHUR W. BUERK joined Shurgard Incorporated in 1977. During the ensuing
years, Mr. Buerk shared with Messrs. Barbo and Daniels (see below) the various
executive management functions within Shurgard Incorporated. Mr. Buerk served as
President of Shurgard Incorporated from 1979 to 1991 and Shurgard General
Partner, Inc. from 1983 to 1991. Effective January 1, 1992, Mr. Buerk resigned
as President of both Shurgard Incorporated and Shurgard General Partner, Inc. to
pursue other areas of interest. He served as a director of Shurgard General
Partner Inc. until February, 1996 and a director of Shurgard Incorporated until
March 24, 1995. Mr Buerk remains a general partner of Shurgard Associates L.P.
II and is also a general partner in a number of other public real estate
partnerships.
DONALD B. DANIELS has been involved in the real estate investment industry
since 1971 and in the self service storage industry since 1974. Mr. Daniels is
one of the co-founders of Shurgard Incorporated. He is a director of Shurgard
General Partner, Inc. and was a director of Shurgard Incorporated until March
24,1995. Mr. Daniels is also a general partner in a number of other real estate
partnerships.
KRISTIN H. STRED joined Shurgard Incorporated in 1992. She served as
General Counsel and Secretary of Shurgard Incorporated until March 24, 1995 and
currently serves as Secretary of Shurgard General Partner, Inc. Ms. Stred served
as a corporate attorney in the broadcasting and aerospace industries from 1987
to 1992. On March 24, 1995, Ms. Stred was named Senior Vice President of SSCI.
She also serves as Secretary and general counsel of SSCI.
HARRELL BECK joined Shurgard Incorporated in April 1986 as the Eastern
Regional Operations Manager and, in 1990, he became the Chief Financial Officer.
Mr. Beck served as Treasurer of Shurgard Incorporated from 1992 until March 24,
1995. He currently serves as Director, Treasurer and CFO of SSCI as well as
Treasurer of Shurgard General Partner, Inc. On March 24, 1995, Mr. Beck was
named Senior Vice President of SSCI.
MICHAEL ROWE came to Shurgard Incorporated as Controller in 1982. In 1983,
he became a Vice President and, in 1987, was named Director of Operations of
Shurgard Incorporated. Mr. Rowe served as Treasurer of Shurgard Incorporated
from 1983 to 1992 and Executive Vice President from 1993 until March 24, 1995.
Mr. Rowe currently serves as Executive Vice President of SSCI and Vice President
of Shurgard General Partner, Inc.
MARK HALL joined Shurgard Incorporated in 1985 as Corporate Controller.
In 1987 he became the South Western Regional Operations Manager. Prior to
joining Shurgard Incorporated, Mr. Hall worked for Touch Ross & Co. where he
was employed for approximately four years, during which time he provided
services primarily to clients in the real estate and service industries. He
has a Bachelor of Arts degree in Business Administration from the
University of Washington. Mr. Hall currently serves as Vice President of Real
Estate Services for SSCI and Vice President of Shurgard General Partner, Inc.
Pursuant to Articles 16 and 17 of the Agreement of Limited Partnership, a
copy of which is filed as an exhibit to the Partnership's Registration
Statement, each of the general partners continues to serve until (i) death,
insanity, insolvency, bankruptcy or dissolution, (ii) withdrawal with the
consent of the other general partners (if any) and a majority vote of the
limited partners, or (iii) removal by a majority vote of the limited partners.
ITEM 11. EXECUTIVE COMPENSATION.
Number of Capacities
Persons in in which Cash
Group Served Compensation
---------- ---------- ------------
1 General Partner 98,400*
*The General Partner has a 5% interest in cash distributions made by the
Partnership, which is disproportionate to its share of the capital of the
Partnership, which is .0035%. This amount represents the portion of cash
distributions made to the General Partner during the fiscal year ended
December 31, 1995, which is in excess of what a proportionate share of
distributions would have been.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) Security ownership of certain beneficial owners as of February 6,
1996: None owning more than 5% of the Partnership's voting
securities.
(b) Security ownership of management as of February 6, 1996:
Management's security ownership in Shurgard Associates L.P. II as
of February 6, 1996 was as follows:
Title of Name of Percent
Class Beneficial Owner of Class
--------- -------------------------------------- --------
General Shurgard General Partner, Inc.(1),(2) .2%
Partners' Charles K. Barbo(2) 9.9%
Interest Arthur W. Buerk(2) 9.9%
Shurgard Incorporated(3),(4) 40.0%
IDS Partnership Services Corporation(3) 40.0%
------
100.0%
------
------
(1) Charles K. Barbo owns 100% of the stock of Shurgard
General Partner, Inc.
(2) Owner is a General Partner of Shurgard
Associates L.P. II.
(3) Owner is a Limited Partner of Shurgard
Associates L.P. II.
(4) On March 24, 1995, these interests were transferred
from Shurgard Incorporated to SSCI as a result of the
Merger. Although SSCI acquired through the Merger
Shurgard Incorporated's interest in the General
Partner, substantially all of the appreciation in the
value of that interest during the next five years will
inure to the benefit of the former shareholders of
Shurgard Incorporated in the form of additional shares
of SSCI. As a consequence, most of the future benefits
to be derived from the interest in the General Partner
(except current operating cash flow and appreciation
after five years), if any, will
be received by the shareholders of Shurgard
Incorporated (including members of management of SSCI)
and not by SSCI or its shareholders.
(c) Changes in control: On March 24, 1995, Shurgard Incorporated was
acquired by SSCI. As a result of the Merger, SSCI will perform
all the duties previously performed by Shurgard Incorporated,
including supervision of the operation of the Partnership
projects. For the directors, executive officers, key personnel of
SSCI and a description of the circumstances under which the
General Partner may be removed, see Item 10 of this form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Partnership agreement provides a fee payable to SSCI for property
management services equal to 6% of gross revenues from self service storage
operations for day-to-day professional property management services. The monthly
fee for management services will be reduced to 3% if leasing services are
performed by a party other than SSCI. Payments to SSCI for such management
totaled $258,253 for the year ended December 31, 1995.
Note C of the Annual Report to Security Holders for the year ended
December 31, 1995, a copy of which is included as Exhibit 13, is incorporated by
reference. In addition, Shurgard Incorporated will receive fees from the
Partnership as specified in the Agreement of Limited Partnership, reference to
which is made as Exhibit 3(a), and in the Management Services Agreement,
reference to which is made as Exhibit 10(a), both of which documents are
incorporated by reference. SSCI will succeed Shurgard Incorporated with respect
to these agreements. On March 24, 1995 as a result of the merger of Shurgard
Incorporated with SSCI, the shareholders of Shurgard Incorporated received
shares of SSCI. The following persons owned approximately the designated
percentages of SSCI's outstanding common stock.
Ownership
of
Person Relationship to Partnership SSCI (1)
------ --------------------------- ---------
Charles K. Barbo Individual General Partner
of Shurgard Associates L.P.
President and Chairman of the Board of
Shurgard General Partner, Inc. 3.1%
Arthur W. Buerk Individual General Partner of
Shurgard Associates L.P. 2.2%
Donald B. Daniels Director and Vice President of
Shurgard General Partner, Inc. *
As shareholders of SSCI these individuals may benefit indirectly from the
transactions disclosed in this item.
(1) As a result of the Merger, Shurgard Incorporated shareholders were
entitled to receive additional SSCI shares based on (i) the extent to
which, during the five years following the closing of the Merger, SSCI
realized value as a result of certain transactions relating to, among
others, SSCI's interest in the General Partner and (ii) the value, at the
end of five years or in the event of a change of control, of any remaining
interests in the General Partner as determined by independent appraisal.
The ownership percentages in SSCI above do not reflect theses additional
shares.
* Mr. Daniels owns less than 1% of SSCI.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND
REPORTS ON FORM 8-K.
(a) 1. Financial statements:
The following financial statements of IDS/Shurgard Income Growth
Partners L.P. II are incorporated by reference in Part II and are
filed as Exhibit 13:
Balance sheets - December 31, 1995 and 1994
Statements of earnings - Three years ended December 31, 1995
Statements of partners' equity (deficit) - Three years ended
December 31, 1995
Statements of cash flows - Three years ended December 31, 1995
Notes to financial statements - Three years ended December 31, 1995
Independent auditors' report
2. All schedules are omitted because either they are not applicable or
the required information is shown in the financial statements or
notes thereto.
3. Exhibits:
All exhibits to this report are listed in the Exhibit Index.
(b) Reports on Form 8-K:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 28, 1996 IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
By: Shurgard Associates L.P. II, General Partner
By: Shurgard General Partner, Inc. General Partner
By: HARRELL BECK
---------------------------------
Harrell Beck, Treasurer
By: CHARLES K. BARBO
--------------------------------------
Charles K. Barbo, General Partner
By: ARTHUR W. BUERK
--------------------------------------
Arthur W. Buerk, General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
CHARLES K. BARBO President, Chairman of the Board and March 28, 1996
------------------ Director of Shurgard General Partner, Inc.
Charles K. Barbo (principal executive officer)
ARTHUR W. BUERK General Partner March 28, 1996
------------------
Arthur W. Buerk
HARRELL BECK Treasurer of Shurgard General Partner, Inc. March 28, 1996
------------------ (principal financial officer and principal
Harrell Beck accounting officer)
EXHIBIT INDEX
EXHIBIT REFERENCE
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3. Articles of incorporation and by-laws: Filed as Exhibit 3 to Form S-11 for
(a) Agreement of Limited Partnership Registration No. 33-25729
4. Instruments defining the rights of security See Exhibit 3(a), above
holders, including indentures
10. (a) Management Services Agreement Filed as Exhibit 10(a) to Form S-11 for
Registration No. 33-25729
(b) Note by IDS/Shurgard Income Growth
Partners L.P. II in favor of Seattle-First
National Bank dated June 24, 1992
(c) Note and Deed of Trust Modification
Agreement between IDS/Shurgard Income Growth
Partners L.P. II and Seattle-First National
Bank dated November 19, 1992
(d) Deed of Trust, Security Agreement and
Fixture Filing with Assignment of Leases and
Rents between IDS/Shurgard Income Growth
Partners L.P. II and Seattle-First National
Bank dated June 24, 1992
(e) Letter Agreement dated November 19, 1992
between Seattle-First National Bank and IDS/
Shurgard Income Growth Partners L.P. II
(f) Amended and Restated Promissory Note by
IDS/Shurgard Income Growth Partners LP II in
favor of Seattle-First National Bank dated
January 31, 1994
13. Annual report to security holders
21. Subsidiaries of the registrant See Item 1 of this Form 10-K
27. Financial Data Schedule