- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13E-3/A RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 9) --------- 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) ------------ 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: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 September 6, 1996 (the "Second Supplement to Offer to Purchase"), a copy of which is incorporated by reference to Exhibit 99.22 to Amendment No. 9 to the Company's Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on September 6, 1996 (the "Schedule 14D-1"), supplements the Offer to Purchase dated July 2, 1996 (the "Offer to Purchase"), a copy of 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, and the Supplement to Offer to Purchase dated August 26, 1996, a copy of which was filed as Exhibit 99.26 to the Schedule 13E-3. The Second 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. 2 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 "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER" of the Second Supplement to Offer to Purchase is incorporated herein by reference. 8. FAIRNESS OF THE TRANSACTION. Item 8 is hereby amended to add the following as additional information: (a)-(f) The information set forth in "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER" of the Second 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 "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER" of the Second 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 in "FAIRNESS OF THE TRANSACTION; POSITION OF GENERAL PARTNER" of the Second Supplement of 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 Second Supplement to Offer to Purchase is incorporated herein by reference to Exhibit 99.22 to the Schedule 14D-1. 17. MATERIAL TO BE FILED AS EXHIBITS. Item 17 is hereby amended to add the following as additional information: 99.30 Supplement to Offer to Purchase dated September 6, 1996 (incorporated by reference to Exhibit 99.22 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities and Exchange Commission on September 6, 1996). 99.31 Letter to Unitholders dated September 6, 1996 (incorporated by reference to Exhibit 99.23 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities and Exchange Commission on September 6, 1996). 99.32 Text of Press Release dated September 6, 1996 (incorporated by reference to Exhibit 99.24 to the Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities and Exchange Commission on September 6, 1996). 3 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: September 6, 1996 SHURGARD STORAGE CENTERS, INC. By: /s/ HARRELL L. BECK ---------------------------------- 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 ------------------------------- Name: Charles K. Barbo Title: General Partner SHURGARD ASSOCIATES L.P. By: /s/ CHARLES K. BARBO ---------------------------------- Name: Charles K. Barbo Title: General Partner SHURGARD GENERAL PARTNER, INC. By: /s/ HARRELL L. BECK ---------------------------------- Name: Harrell L. Beck Title: Treasurer /s/ CHARLES K. BARBO -------------------------------------- Name: Charles K. Barbo 4