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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
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IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. II
(NAME OF ISSUER)
SHURGARD STORAGE CENTERS, INC.
(NAME OF PERSON FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
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448933-101
(CUSIP NUMBER OF CLASS OF SECURITIES)
KRISTIN H. STRED, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1201 THIRD AVENUE, SUITE 2200
SEATTLE, WASHINGTON 98101
(206) 624-8100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
COPIES TO:
JEFFREY T. PERO, ESQ.
WILLIAM J. CERNIUS, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE
TWENTIETH FLOOR
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
This statement is filed in connection with (check the appropriate box): / /
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. /X/ The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if soliciting material or information statement
referred to in checking box (a) are preliminary copies:
CALCULATION OF FILING FEE
AMOUNT OF FILING
TRANSACTION VALUATION* FEE*
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$21,812,025................................................................................. $0.
* This amount is based upon the historical aggregate book value of units of
limited partnership interest and the general partner interest in
IDS/Shurgard Income Growth Partners L.P. II. Pursuant to, and as provided
by, Rule 0-11(a)(2), the amount required to be paid with the filing of this
Schedule 13E-3 is $0.
CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE AND THE DATE OF ITS FILING. /X/
Registration Statement on Form S-4 filed on July 11, 1996 by Shurgard
Storage Centers, Inc.
Fee paid: $25,152
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Shurgard Storage Centers, Inc., a Delaware corporation (the "Company"),
hereby amends its Rule 13e-3 Transaction Statement on Schedule 13E-3, originally
filed with the Securities and Exchange Commission on July 2, 1996 (the "Schedule
13E-3"), with respect to the Company's acquisition of the entire limited
partnership interest in IDS/Shurgard Income Growth Partners L.P. II, a
Washington limited partnership (the "Partnership").
The first step of the acquisition was the commencement of the Company's
offer (the "Offer") to purchase up to 49,000 units of limited partnership
interest (the "Units") in the Partnership at a price of $222 net per Unit in
cash, without interest.
The second step of the acquisition will be, if all applicable conditions are
satisfied, the merger of the Partnership with and into the Company (the
"Merger") pursuant to the terms of the Acquisition Agreement dated July 1, 1996,
by and among the Company, the Partnership, IDS/Shurgard Income Growth Partners
L.P. and IDS/Shurgard Income Growth Partners L.P. III.
The Proxy Statement/Prospectus (the "Proxy Statement/Prospectus"), Letter to
Unitholders and Notice of Special Meeting, each attached hereto, which relate to
the solicitation of Unitholder approval of the Acquisition Agreement and the
transactions contemplated thereby, including the Merger, are being filed jointly
under Section 13(e) of the Securities Exchange Act of 1934, as amended, and Rule
13e-3 thereunder, as part of this Rule 13E-3 Transaction Statement and under the
Securities Act of 1933, as amended, as part of a Registration Statement on Form
S-4 (the "Registration Statement").
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Registration
Statement of the information required to be included in response to the items of
this Statement.
CROSS REFERENCE SHEET
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 THE REGISTRATION STATEMENT
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1(a)............. Cover Page; SUMMARY -- The Partnerships
1(b)............. Cover Page; SUMMARY -- The Special Meetings; THE SPECIAL MEETINGS
1(c)-(d)......... DISTRIBUTIONS AND MARKET PRICES OF UNITS
1(e)............. Not applicable
1(f)............. SUMMARY -- The Mergers; BACKGROUND AND REASONS FOR THE MERGERS --
Background; CONFLICTS OF INTEREST -- Ownership of Company Common Stock
by Affiliates of the General Partners
2(a)-(d), (g).... Cover Page; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
2(e)-(f)......... Not applicable
3(a)-(b)......... SUMMARY -- Conflicts of Interest; BACKGROUND AND REASONS FOR THE MERGERS
-- Background; CONFLICTS OF INTEREST
4(a)............. SUMMARY -- The Mergers; THE ACQUISITION AGREEMENT
4(b)............. SUMMARY -- Risk Factors; SUMMARY -- Conflicts of Interest; RISK FACTORS;
CONFLICTS OF INTEREST
5(a)-(g)......... SUMMARY -- The Mergers; BACKGROUND AND REASONS FOR THE MERGERS --
Purposes and Structure of the Offers and the Mergers; BACKGROUND AND
REASONS FOR THE MERGERS -- Expected Benefits From the Mergers; FAIRNESS
OF THE MERGERS -- Distribution Comparison
6(a)-(c)......... THE ACQUISITION AGREEMENT -- Fees and Expenses; SOURCE AND AMOUNT OF
FUNDS
6(d)............. Not applicable
7(a)............. SUMMARY -- The Mergers; BACKGROUND AND REASONS FOR THE MERGERS --
Purposes and Structure of the Offers and the Mergers
7(b)............. BACKGROUND AND REASONS FOR THE MERGERS -- Background; BACKGROUND AND
REASONS FOR THE MERGERS -- Purposes and Structure of the Offers and the
Mergers; BACKGROUND AND REASONS FOR THE MERGERS -- Alternatives to the
Mergers
7(c)-(d)......... BACKGROUND AND REASONS FOR THE MERGERS -- Purposes and Structure of the
Offers and the Mergers; BACKGROUND AND REASONS FOR THE MERGERS --
Expected Benefits From the Mergers; THE ACQUISITION AGREEMENT; MATERIAL
FEDERAL INCOME TAX CONSIDERATIONS
8(a)-(f)......... SUMMARY -- Fairness of the Mergers; SUMMARY -- Risk Factors; RISK
FACTORS; BACKGROUND AND REASONS FOR THE MERGERS; FAIRNESS OF THE
MERGERS; THE ACQUISITION AGREEMENT; APPRAISALS AND OPINIONS OF FINANCIAL
ADVISORS; Appendices B and C
9(a)-(c)......... SUMMARY -- Third Party Opinions; BACKGROUND AND REASONS FOR THE MERGERS
-- Background; FAIRNESS OF THE MERGERS; APPRAISALS AND OPINIONS OF
FINANCIAL ADVISORS; Appendices B, C and D
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ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 THE REGISTRATION STATEMENT
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10(a)-(b)........ SUMMARY -- Conflicts of Interest; SUMMARY -- Risk Factors; RISK FACTORS;
BACKGROUND AND REASONS FOR THE MERGERS -- Background; CONFLICTS OF
INTEREST
11............... SUMMARY -- Risk Factors; SUMMARY -- Conflicts of Interest; RISK FACTORS;
BACKGROUND AND REASONS FOR THE MERGERS -- Background; THE ACQUISITION
AGREEMENT; CONFLICTS OF INTEREST
12(a)-(b)........ SUMMARY -- The Special Meetings; SUMMARY -- Risk Factors; THE SPECIAL
MEETINGS; RISK FACTORS; BACKGROUND AND REASONS FOR THE MERGERS; FAIRNESS
OF THE MERGERS; APPRAISALS AND OPINIONS OF FINANCIAL ADVISORS; CONFLICTS
OF INTEREST; Appendices B and C
13(a)............ SUMMARY -- The Mergers; THE ACQUISITION AGREEMENT -- Dissenters' Rights
13(b)............ THE SPECIAL MEETINGS -- Information and Tabulation
13(c)............ Not applicable
14(a)-(b)........ PRO FORMA CONSOLIDATED FINANCIAL DATA; BUSINESS AND PROPERTIES OF THE
PARTNERSHIPS; FINANCIAL STATEMENTS
15(a)............ BACKGROUND AND REASONS FOR THE MERGERS -- Background; THE ACQUISITION
AGREEMENT -- Fees and Expenses; APPRAISALS AND OPINIONS OF FINANCIAL
ADVISORS; CONFLICTS OF INTEREST; SOURCE AND AMOUNT OF FUNDS
15(b)............ SUMMARY -- Third Party Opinions; THE ACQUISITION AGREEMENT -- Fees and
Expenses; APPRAISALS AND OPINIONS OF FINANCIAL ADVISORS
16............... Proxy Statement/Prospectus
17............... Separately included herewith
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1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE MERGER.
Item 1 is hereby amended to add the following as additional information:
(a) The information set forth on the Cover Page and in "SUMMARY -- The
Partnerships" of the Proxy Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth on the Cover Page and in "SUMMARY -- The
Partnerships" of the Proxy Statement/Prospectus is incorporated herein by
reference.
(c)-(d) The information set forth in "DISTRIBUTIONS AND MARKET PRICES OF
UNITS" of the Proxy Statement/Prospectus is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "SUMMARY -- The Mergers," "BACKGROUND AND
REASONS FOR THE MERGERS -- Background" and "CONFLICTS OF INTEREST -- Ownership
of Company Common Stock by Affiliates of the General Partners" of the Proxy
Statement/Prospectus is incorporated herein by reference.
2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to add the following as additional information:
(a)-(d), (g) This Statement is being filed by the Company. The information
set forth in "SUMMARY -- The Company" of the Proxy Statement/Prospectus and
incorporated in the Proxy Statement/Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 is incorporated
herein by reference.
(e)-(f) Neither the Company nor, to the best its knowledge, any executive
officer or director of the Company has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
3. PAST CONTACTS, OFFERS OR NEGOTIATIONS.
Item 3 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "SUMMARY -- Conflicts of Interest,"
"BACKGROUND AND REASONS FOR THE MERGERS -- Background," and "CONFLICTS OF
INTEREST" of the Proxy Statement/Prospectus is incorporated herein by reference.
4. TERMS OF THE MERGER.
Item 4 is hereby amended to add the following as additional information:
(a) The information set forth in "SUMMARY -- The Mergers" and "THE
ACQUISITION AGREEMENT" of the Proxy Statement/Prospectus is incorporated herein
by reference.
(b) The information set forth in "SUMMARY -- Risk Factors," "SUMMARY --
Conflicts of Interest," "RISK FACTORS" and "CONFLICTS OF INTEREST" of the Proxy
Statement/Prospectus is incorporated herein by reference.
5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 is hereby amended to add the following as additional information:
(a)-(g) The information set forth in "SUMMARY -- The Mergers," "BACKGROUND
AND REASONS FOR THE MERGERS -- Purposes and Structure of the Offers and the
Mergers," "BACKGROUND AND REASONS FOR THE MERGERS -- Expected Benefits From the
Mergers" and "FAIRNESS OF THE MERGERS -- Distribution Comparison" of the Proxy
Statement/Prospectus is incorporated herein by reference.
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6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6 is hereby amended to add the following as additional information:
(a)-(c) The information set forth in "THE ACQUISITION AGREEMENT -- Fees and
Expenses" and "SOURCE AND AMOUNT OF FUNDS" of the Proxy Statement/Prospectus is
incorporated herein by reference.
(d) Not applicable.
7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 is hereby amended to add the following as additional information:
(a) The information set forth in "SUMMARY -- The Mergers" and "BACKGROUND
AND REASONS FOR THE MERGERS -- Purposes and Structure of the Offers and the
Mergers" of the Proxy Statement/Prospectus is incorporated herein by reference.
(b) The information set forth in "BACKGROUND AND REASONS FOR THE MERGERS --
Background," "BACKGROUND AND REASONS FOR THE MERGERS -- Purposes and Structure
of the Offers and the Mergers" and "BACKGROUND AND REASONS FOR THE MERGERS --
Alternatives to the Mergers" of the Proxy Statement/Prospectus is incorporated
herein by reference.
(c)-(d) The information set forth in "BACKGROUND AND REASONS FOR THE MERGERS
- -- Purposes and Structure of the Offers and the Mergers," "BACKGROUND AND
REASONS FOR THE MERGERS -- Expected Benefits From the Mergers," "THE ACQUISITION
AGREEMENT" and "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS" of the Proxy
Statement/Prospectus is incorporated herein by reference.
8. FAIRNESS OF THE MERGER.
Item 8 is hereby amended to add the following as additional information:
(a)-(f) The information set forth in "SUMMARY -- Fairness of the Mergers,"
"SUMMARY -- Risk Factors," "RISK FACTORS," "BACKGROUND AND REASONS FOR THE
MERGERS," "FAIRNESS OF THE MERGERS," "THE ACQUISITION AGREEMENT," "APPRAISALS
AND OPINIONS OF FINANCIAL ADVISORS" and Appendices B and C of the Proxy
Statement/Prospectus is incorporated herein by reference.
9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 is hereby amended to add the following as additional information:
(a)-(c) The information set forth in "SUMMARY -- Third Party Opinions"
"BACKGROUND AND REASONS FOR THE MERGERS -- Background," "FAIRNESS OF THE
MERGERS," "APPRAISALS AND OPINIONS OF FINANCIAL ADVISORS" and Appendices B, C
and D of the Proxy Statement/Prospectus is incorporated herein by reference.
10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "SUMMARY -- Conflicts of Interest,"
"SUMMARY -- Risk Factors," "RISK FACTORS," "BACKGROUND AND REASONS FOR THE
MERGERS -- Background" and "CONFLICTS OF INTEREST" of the Proxy
Statement/Prospectus is incorporated herein by reference.
11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Item 11 is hereby amended to add the following as additional information:
The information set forth in "SUMMARY -- Risk Factors," "SUMMARY --
Conflicts of Interest," "RISK FACTORS," "BACKGROUND AND REASONS FOR THE MERGERS
- -- Background," "THE ACQUISITION AGREEMENT" and "CONFLICTS OF INTEREST" of the
Proxy Statement/ Prospectus is incorporated herein by reference.
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12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
MERGERS.
Item 12 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "SUMMARY -- The Special Meetings,"
"SUMMARY -- Risk Factors," "RISK FACTORS," "THE SPECIAL MEETINGS," "BACKGROUND
AND REASONS FOR THE MERGERS," "FAIRNESS OF THE MERGERS," "APPRAISALS AND
OPINIONS OF FINANCIAL ADVISORS," "CONFLICTS OF INTEREST" and Appendices B and C
of the Proxy Statement/Prospectus is incorporated herein by reference.
13. OTHER PROVISIONS OF THE TRANSACTION.
Item 13 is hereby amended to add the following as additional information:
(a) The information set forth in "SUMMARY -- The Mergers" and "THE
ACQUISITION AGREEMENT -- Dissenters' Rights" of the Proxy Statement/Prospectus
is incorporated herein by reference.
(b) The information set forth in "THE SPECIAL MEETINGS -- Information and
Tabulation" of the Proxy Statement/Prospectus is incorporated herein by
reference.
14. FINANCIAL INFORMATION.
Item 14 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "BUSINESS AND PROPERTIES OF THE
PARTNERSHIPS" and "FINANCIAL STATEMENTS" of the Proxy Statement/Prospectus is
incorporated herein by reference.
15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
Item 15 is hereby amended to add the following as additional information:
(a) The information set forth in "BACKGROUND AND REASONS FOR THE MERGERS --
Background," "THE ACQUISITION AGREEMENT -- Fees and Expenses," "APPRAISALS AND
OPINIONS OF FINANCIAL ADVISORS," "CONFLICTS OF INTEREST" and "SOURCE AND AMOUNT
OF FUNDS" of the Proxy Statement/Prospectus is incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Third Party Opinions," "THE
ACQUISITION AGREEMENT -- Fees and Expenses" and "APPRAISALS AND OPINIONS OF
FINANCIAL ADVISORS" of the Proxy Statement/Prospectus is incorporated herein by
reference.
16. ADDITIONAL INFORMATION.
The additional information concerning the Merger which is set forth in the
Proxy Statement/ Prospectus which is attached hereto as Exhibit 99.18 is
incorporated herein by reference.
17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended to add the following as additional information:
99.12 Form of Notice to Brokers, Banks, Nominees and Other Custodians (relating to the
Offer commenced July 2, 1996) (incorporated by reference to the Company's Amendment
No. 1 to the Tender Offer Statement on Schedule 14D-1/A filed with the Securities
and Exchange Commission on July 11, 1996).
99.13 Form of Grant of Tender Authority (relating to the Offer commenced July 2, 1996)
(incorporated by reference to the Company's Amendment No. 1 to the Tender Offer
Statement on Schedule 14D-1/A filed with the Securities and Exchange Commission on
July 11, 1996).
99.14 Summary Portfolio Appraisal Report of Robert A. Stanger & Co., Inc. (included as
Appendix B to Exhibit 99.18).
99.15 Fairness Opinion of Robert A. Stanger & Co., Inc. (included as Appendix C to Exhibit
99.18).
99.16 Fairness Opinion of Alex. Brown & Sons Incorporated (included as Appendix D to
Exhibit 99.18).
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99.17 Section 25.10.900 et seq. of the Washington Uniform Limited Partnership Act
(included as Appendix E to Exhibit 99.18).
99.18 Proxy Statement/Prospectus dated July 11, 1996 (incorporated by reference to the
Registration Statement).
99.19 Letter to Unitholders dated July 11, 1996 (incorporated by reference to the
Registration Statement).
99.20 Notice of Special Meetings of Unitholders dated July 11, 1996 (incorporated by
reference to the Registration Statement).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: July 11, 1996
SHURGARD STORAGE CENTERS, INC.
By /s/ HARRELL L. BECK
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Name: Harrell L. Beck
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
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