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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. 11)
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IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. II
(NAME OF ISSUER)
SHURGARD STORAGE CENTERS, INC.
IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
SHURGARD ASSOCIATES L.P. II
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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448933-101
(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: / /
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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 Company's purchase of 37,164 units
of limited partnership interest (the "Units") in the Partnership at a price of
$222 net per Unit in cash, without interest, pursuant to a tender offer.
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(a) 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 the Company's Amendment No. 2 to
Form S-4 Registration Statement ("Amendment No. 2").
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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 "BACKGROUND AND REASONS FOR THE
MERGERS -- Background" 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 on the cover page and in "SUMMARY -- The
Mergers" and "THE SPECIAL MEETINGS" of the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth in "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:
(d) The information set forth on the cover page and in "SUMMARY -- Risk
Factors," "RISK FACTORS" and "BACKGROUND AND REASONS FOR THE MERGERS -- Expected
Benefits From the Mergers" of the Proxy Statement/Prospectus is incorporated
herein by reference.
6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6 is here by amended to add the following as additional information:
(a),(c) The information set forth in "SOURCE AND AMOUNT OF FUNDS" of the
Proxy Statement/Prospectus 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 "SUMMARY -- Alternatives to the Mergers,"
and "BACKGROUND AND REASONS FOR THE MERGERS -- Alternatives to the Mergers" of
the Proxy Statement/Prospectus is incorporated herein by reference.
(d) The information set forth on the cover page and in "SUMMARY -- Expected
Benefits From the Mergers" and "BACKGROUND AND REASONS FOR THE MERGERS --
Expected Benefits From the Mergers" 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)-(b) The information set forth in "SUMMARY -- Risk Factors," "RISK
FACTORS," "BACKGROUND AND REASONS FOR THE MERGERS" and "FAIRNESS OF THE MERGERS"
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:
The information set forth in "SUMMARY," "THE SPECIAL MEETINGS" 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 "CONFLICTS OF INTEREST" of the Proxy
Statement/Prospectus is incorporated herein by reference.
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14. FINANCIAL INFORMATION.
Item 14 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "SUMMARY PRO FORMA CONSOLIDATED
FINANCIAL DATA," "PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS" and "BUSINESS AND
PROPERTIES OF THE PARTNERSHIPS" 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 99.37 is
incorporated herein by reference.
17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended to add the following as additional information:
99.37 Proxy Statement/Prospectus dated October 11, 1996 (incorporated by reference to
Amendment No. 2).
99.38 Letter to Unitholders dated October 11, 1996 (incorporated by reference to Amendment
No. 2).
99.39 Notice of Special Meetings of Unitholders dated October 11, 1996 (incorporated by
reference to Amendment No. 2).
99.40 Amended and Restated Loan Agreement dated September 9, 1996 among Shurgard Storage
Centers, Inc. and Seafirst Bank, Key Bank of Washington, U.S. Bank of Washington,
N.A. and LaSalle National Bank.
99.41 Letter to Financial Advisors (incorporated by reference to exhibit 99.5 to Amendment
No. 2).
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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: October 10, 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. II
By: SHURGARD ASSOCIATES L.P. II
By: /s/ CHARLES K. BARBO
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Name: Charles K. Barbo
Title: General Partner
SHURGARD ASSOCIATES L.P. II
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
Title: General Partner
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