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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. 8)
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IDS/SHURGARD INCOME GROWTH PARTNERS, L.P.
(NAME OF ISSUER)
SHURGARD STORAGE CENTERS, INC.
IDS/SHURGARD INCOME GROWTH PARTNERS L.P.
SHURGARD ASSOCIATES L.P.
SHURGARD GENERAL PARTNER, INC.
CHARLES K. BARBO
(NAME OF PERSON FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
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448933-309
(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. / / The filing of a registration statement under the Securities Act of
1933.
c. /X/ 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: / /
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Shurgard Storage Centers, Inc., a Delaware corporation (the "Company"),
IDS/Shurgard Income Growth Partners L.P., a Washington limited partnership (the
"Partnership"), Shurgard Associates L.P., a Washington limited partnership,
Shurgard General Partner, Inc., a Washington corporation, and Charles K. Barbo
hereby amend their 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 the Partnership.
The Supplement to Offer to Purchase, dated August 26, 1996, (the "Supplement
to Offer to Purchase"), a copy of which is incorporated by reference to Exhibit
99.19 to Amendment No. 8 to the Company's Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on August 26, 1996 (the
"Schedule 14D-1"), supplements the Offer to Purchase, dated July 2, 1996 (the
"Offer to Purchase"), which was filed as Exhibit 99.6 to the Schedule 13E-3, as
supplemented by the Company's letter to Unitholders dated July 16, 1996, a copy
of which was filed as Exhibit 99.16 to the Schedule 13E-3. The Supplement to
Offer to Purchase relates to a tender offer by the Company (the "Offer") to
purchase up to 65,000 units of limited partnership interest (the "Units") in the
Partnership at a price of $257 net per Unit in cash, without interest.
1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1 is hereby amended to add the following as additional information:
(c) The information set forth in "MARKET PRICES OF UNITS" of the Supplement
to Offer to Purchase is incorporated herein by reference.
(d) The information set forth in SCHEDULE VIII of the Supplement to Offer to
Purchase 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 Purchaser, the
Partnership, Shurgard Associates L.P., Charles K. Barbo and Shurgard General
Partner, Inc. The information set forth in "BACKGROUND AND PURPOSES OF THE
TRANSACTION -- The Partnership" and SCHEDULE I of the Supplement to Offer to
Purchase is incorporated herein by reference.
(e)-(f) None of the Purchaser, the Partnership, Shurgard Associates L.P.,
Charles K. Barbo, Shurgard General Partners, Inc. or, to the best of their
knowledge, any of the persons listed in SCHEDULE I of the Supplement to Offer to
Purchase 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 on the Cover Page and in "SUMMARY,"
"SPECIAL CONSIDERATIONS,""BACKGROUND AND PURPOSES OF THE TRANSACTION --
Background of the Transaction" and "INTERESTS OF CERTAIN PERSONS" of the
Supplement to Offer to Purchase is incorporated herein by reference.
4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended to add the following as additional information:
(a) The information set forth on the Cover Page and in the INTRODUCTION and
"THE OFFER -- Section 7" of the Supplement to Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in the SUMMARY, "SPECIAL CONSIDERATIONS" and
INTERESTS OF CERTAIN PERSONS" of the Supplement to Offer to Purchase 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 on the Cover Page and in "BACKGROUND AND
PURPOSES OF THE TRANSACTION" of the Supplement to Offer to Purchase is
incorporated herein by reference.
7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 is hereby amended to add the following as additional information:
(b) The information set forth in "BACKGROUND AND PURPOSES OF THE
TRANSACTION" and "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER"
of the Supplement to Offer to Purchase is incorporated herein by reference.
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8. FAIRNESS OF THE TRANSACTION.
Item 8 is hereby amended to add the following as additional information:
(a)-(f) The information set forth in "BACKGROUND AND PURPOSES OF THE
TRANSACTION," "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER" and
"APPRAISAL; OPINIONS OF FINANCIAL ADVISORS" of the Supplement to Offer to
Purchase 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 "APPRAISAL; OPINIONS OF FINANCIAL
ADVISORS" of the Supplement to Offer to Purchase 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 "BACKGROUND AND PURPOSES OF THE TRANSACTION --
Background of the Transaction" of the Supplement to Offer to Purchase is
incorporated herein by reference.
12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION.
Item 12 is hereby amended to add the following as additional information:
(a)-(b) The information set forth on the Cover Page and in "BACKGROUND AND
PURPOSES OF THE TRANSACTION -- Background of the Transaction," "FAIRNESS OF THE
TRANSACTION; POSITION OF GENERAL PARTNER" and "APPRAISAL; OPINIONS OF FINANCIAL
ADVISORS" of the Supplement of Offer to Purchase 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 "BACKGROUND AND PURPOSES OF THE
TRANSACTION -- The Partnership" and SCHEDULES V, VI and VII of the Supplement to
Offer to Purchase is incorporated herein by reference.
16. ADDITIONAL INFORMATION.
Item 16 is hereby amended to add the following as additional information:
The additional information concerning the Transaction which is set forth in
the Supplement to Offer to Purchase is incorporated herein by reference to
Exhibit 99.19 to the Schedule 14D-1.
17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended to add the following as additional information:
99.26 Supplement to Offer to Purchase dated August 26, 1996 (incorporated by reference to
Exhibit 99.19 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with
the Securities and Exchange Commission on August 26, 1996).
99.27 Letter to Unitholders dated August 26, 1996 (incorporated by reference to Exhibit
99.20 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with the
Securities and Exchange Commission on August 26, 1996).
99.28 Text of Press Release dated August 26, 1996 (incorporated by reference to Exhibit
99.21 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with the
Securities and Exchange Commission on August 26, 1996).
99.29 Portfolio Projections, Valuations, Forecasts and Assumptions Used by Robert A.
Stanger & Co., Inc. in the Partnership's Fairness Opinions and Summary Portfolio
Appraisal.
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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: August 26, 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
IDS/SHURGARD INCOME GROWTH PARTNERS
L.P.
BY: SHURGARD ASSOCIATES L.P.
By: /s/ CHARLES K. BARBO
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Name: Charles K. Barbo
Title: General Partner
SHURGARD ASSOCIATES L.P.
By: /s/ CHARLES K. BARBO
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Name: Charles K. Barbo
Title: General Partner
SHURGARD GENERAL PARTNER, INC.
By: /s/ HARRELL L. BECK
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Name: Harrell L. Beck
Title: Treasurer
/s/ CHARLES K. BARBO
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Name: Charles K. Barbo
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