UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SHURGARD STORAGE CENTERS, INC.
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(Name of Issuer)
Class A Common Stock, $0.001 Par Value
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(Title of Class of Securities)
82567D104
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(CUSIP Number)
David Goldberg, 701 Western Avenue, Glendale, California 91201-2349
818/244-8080, ext. 529
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 82567D104
1 Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Public Storage, Inc.
95-3551121
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC, BK, AF
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
1,859,775
8 Shared Voting Power
N/A
9 Sole Dispositive Power
1,859,775
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,859,775
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
6.4%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the Class A
Common Stock, $0.001 par value (the "Shares"), of Shurgard Storage Centers, Inc.
(the "Issuer"). The address of the principal executive office of the Issuer is
1155 Valley Street, Suite 400, Seattle, Washington 98109.
Item 2. Identity and Background
This Statement is being filed by Public Storage, Inc. ("PSI").
PSI is a real estate investment trust ("REIT"), organized as a
corporation under the laws of California, that primarily acquires, develops,
owns and operates mini-warehouse facilities (through direct ownership, as well
as general and limited partnership interests).
The principal executive offices of PSI are located at 701 Western
Avenue, Glendale, California 91201-2349.
The directors and executive officers of PSI, their employers, addresses
and current positions are listed below. Unless otherwise indicated, each
person's address is the same as the address of PSI listed above.
<TABLE>
<CAPTION>
Name of Director or Employer/Address/Nature
Executive Officer of PSI of Business Current Position
- ------------------------ ----------------------------------- ----------------
<S> <C> <C>
B. Wayne Hughes PSI Chairman of the Board and Chief
(Executive Officer and Director) Executive Officer
Harvey Lenkin PSI President
(Executive Officer and Director)
B. Wayne Hughes, Jr. PSI Vice President
(Officer and Director)
Carl B. Phelps PSI Senior Vice President
(Executive Officer)
John Reyes PSI Senior Vice President and Chief
(Executive Officer) Financial Officer
Marvin M. Lotz PSI Senior Vice President
(Executive Officer and Director)
David Goldberg PSI Senior Vice President and General
(Executive Officer) Counsel
A. Timothy Scott PSI Senior Vice President and Tax
(Executive Officer) Counsel
Obren B. Gerich PSI Senior Vice President
(Executive Officer)
David P. Singelyn PSI Vice President and Treasurer
(Executive Officer)
Sarah Hass PSI Vice President and Secretary
(Executive Officer)
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage Management Company
5221 West 102nd Street
Los Angeles, CA 90045
Developer and operator of mini-warehouses
Dann V. Angeloff The Angeloff Company President
(Director) 727 West Seventh Street, Suite 331
Los Angeles, CA 90017
Corporate financial advisory firm
William C. Baker Coast Newport Properties Chairman of the Board
(Director) 4 Civic Plaza, Suite 260
Newport Beach, CA 92660
Real estate brokerage
Meditrust Operating Company President
197 First Avenue
Needham, MA 02494-9127
Paired share real estate investment trust
Thomas J. Barrack, Jr. Colony Capital, Inc. Chairman and Chief Executive Officer
(Director) 1999 Avenue of the Stars, Suite 1200
Los Angeles, CA 90067
Real estate investment
Uri P. Harkham Jonathan Martin, Inc. President
(Director) 4890 S. Alameda Street
Vernon, CA 90058
Designer, manufacturer and marketer of
women's clothing
Harkham Properties Chairman of the Board
4890 S. Alameda Street
Vernon, CA 90058
Real estate
Daniel C. Staton Walnut Capital Partners President
(Director) 312 Walnut Street, Suite 1151
Cincinnati, OH 45202
Investment and venture capital company
</TABLE>
To the knowledge of PSI, all of the foregoing persons are citizens of
the United States except Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither PSI nor, to the best knowledge of
PSI, any executive officer, director or person controlling PSI, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has 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 or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation
The 1,859,775 Shares acquired by PSI (as of February 22, 2000 and
subsequent to that date through March 2, 2000) were purchased for an aggregate
purchase price (including commissions) of $44,529,483. All funds used to
purchase such Shares were obtained from PSI's working capital, or from
borrowings under PSI's Credit Agreement with a bank group led by Wells Fargo
Bank as agent and manager, which is referenced under Item 7, Exhibit 1, or from
borrowings under PSI's letter agreement with PS Business Parks, L.P., an
affiliated partnership, which is referenced under Item 7, Exhibit 2.
<PAGE>
Item 4. Purpose of Transaction
PSI acquired the Shares reported hereby as an attractive investment.
PSI intends to review its investment in the Issuer on a continuing basis and
may, at any time, consistent with PSI's obligations under the federal
securities laws and other limitations, determine to increase or decrease its
ownership of Shares through purchases or sales of Shares in the open market or
in privately-negotiated transactions. Such determination will depend on various
factors, including the Issuer's business prospects, other developments
concerning the Issuer, general economic conditions, money and stock market
conditions, and any other facts and circumstances which may become known to PSI
regarding its investment in the Issuer. The Issuer's articles of incorporation
restrict any person from owning more than 9.8% of the Shares, unless the
Issuer's board of directors exempts such person from this limitation.
From time to time, PSI has initiated discussions with Issuer regarding a
possible combination of the operations of the two companies. PSI continues to
believe that such a combination could be in the best interests of the
shareholders of both companies. PSI may engage in discussions concerning such a
transaction or similar or other transactions with representatives of Issuer
and/or other shareholders of Issuer. There are no agreements, arrangements or
understandings between the Issuer and PSI at this time.
Except as set forth above, PSI has no present plans or proposals that
relate to or would result in any of the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D. However, PSI retains its
right to modify its plans with respect to the transactions described in this
Item 4, to acquire or dispose of securities of Issuer and to formulate plans and
proposals that could result in the occurrence of any such events, subject to
applicable laws and regulations.
Item 5. Interest in Securities of the Issuer
(a) As of February 22, 2000, PSI owned 1,480,475 Shares, which
constituted approximately 5.1% of the total number of Shares outstanding. As of
March 2, 2000, PSI owned 1,859,775 Shares, which constitute approximately 6.4%
of the total number of Shares outstanding.
As of February 22, 2000 and subsequent to that date through March 2,
2000, Mr. Robert J. Abernethy, a director of PSI, owned 103.968 Shares.
(b) PSI has the sole power to vote and the sole power to dispose of all
of the 1,859,775 Shares owned by it.
Mr. Abernethy has the sole power to vote and the sole power to dispose
of the 103.968 Shares owned by him.
<PAGE>
(c) During the 60-day period ending on February 22, 2000 and subsequent
to that date through March 2, 2000, PSI purchased the number of Shares in the
transactions, on the transaction dates and at the prices per Share (not
including commissions) set forth below:
No. of Shares
Transaction Date Purchased Price Per Share Type of Transaction
- ---------------- ------------- --------------- -------------------
2-02-2000 50,700 $22.6250 Open Market
2-02-2000 100 22.6875 Open Market
2-02-2000 349,200 22.3750 Open Market
2-03-2000 2,300 22.5000 Open Market
2-03-2000 100 22.3750 Open Market
2-04-2000 2,400 22.6250 Open Market
2-09-2000 39,500 23.0000 Open Market
2-09-2000 400 22.6250 Open Market
2-10-2000 46,200 23.0000 Open Market
2-10-2000 10,200 22.8750 Open Market
2-10-2000 4,000 22.8125 Open Market
2-10-2000 1,200 22.9375 Open Market
2-11-2000 54,200 23.0000 Open Market
2-14-2000 20,000 23.0000 Open Market
2-15-2000 130,000 23.0000 Open Market
2-22-2000 2,800 22.4375 Open Market
2-22-2000 1,400 22.5000 Open Market
2-22-2000 300 22.8125 Open Market
2-22-2000 1,200 22.8750 Open Market
2-22-2000 2,000 22.9375 Open Market
2-22-2000 32,000 23.0000 Open Market
2-23-2000 70,100 23.0000 Open Market
2-24-2000 3,600 22.8750 Open Market
2-24-2000 13,500 22.9375 Open Market
2-24-2000 30,000 23.0000 Open Market
2-25-2000 12,000 22.8750 Open Market
2-25-2000 7,000 22.9375 Open Market
2-25-2000 30,700 23.0000 Open Market
2-28-2000 25,000 23.0000 Open Market
2-28-2000 4,000 22.9375 Open Market
2-28-2000 15,800 22.8750 Open Market
2-29-2000 17,000 23.1875 Open Market
2-29-2000 9,200 23.1250 Open Market
3-01-2000 85,700 23.5000 Open Market
3-02-2000 55,700 23.5000 Open Market
To the best of PSI's knowledge, except as disclosed herein, PSI does not
have beneficial ownership of any Shares as of February 22, 2000 and subsequent
to that date through March 2, 2000 and has not engaged in any transaction in
any Shares during the 60-day period ending February 22, 2000 and subsequent to
that date through March 2, 2000.
(d) Except as disclosed herein, no other person is known to PSI to have
the right to receive or the power to direct receipt of distributions from, or
the proceeds for the sale of, the Shares beneficially owned by PSI.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Except as disclosed herein, to the best knowledge of PSI, there are at
present no contracts, arrangements, understandings or relationships (legal or
otherwise) between PSI and any person with respect to any securities of Issuer,
including but not limited to, transfer or voting of any of the securities of
Issuer, finder's fees, partnerships, joint ventures, other entities, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over securities of
Issuer.
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Second Amended and Restated Credit Agreement by and among
PSI, Wells Fargo Bank, National Association, as agent, and the financial
institutions party thereto dated as of February 25, 1997. Filed with PSI's
Registration Statement No. 333-22665 and incorporated herein by reference.
Exhibit 2 - Letter agreement between PS Business Parks, L.P. and PSI
dated January 4, 2000. Filed herewith.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 2, 2000
PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
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David Goldberg
Senior Vice President and
General Counsel
EXHIBIT 2
January 4, 2000
Public Storage, Inc.
701 Western Avenue, Suite 200
Glendale, California 91201
Re: Loan by PS Business Parks, LP to Public Storage, Inc.
Ladies and Gentlemen:
From time to time, as requested by Public Storage, Inc. ("PSI"), PS
Business Parks, LP ("PSBP") agrees to make loans (the "Revolving Loans") to PSI
such that the Revolving Loans in the aggregate do not exceed at any time
$50,000,000. The Revolving Loans shall be used by PSI for general corporate
purposes.
Interest on the Revolving Loans shall accrue and be paid monthly at the
rate of 5.9% per year. Any outstanding balance on the Revolving Loans shall be
repaid to the extent that PSI receives proceeds from a securities or debt
financing. All outstanding principal and accrued and unpaid interest shall be
repaid on March 15, 2000.
Until the date on which the Revolving Loans are repaid, PSI shall not
pledge, assign, hypothecate or otherwise transfer any of their respective
material assets.
Advances and repayments of the Revolving Loans (and interest thereon)
shall be reflected as book entries on the books and records of PSI and PSBP.
California law shall apply to any and all provisions of this letter
agreement.
Sincerely yours,
PS BUSINESS PARKS, LP
By: PS Business Parks, Inc.,
general partner
By: /S/ JACK E. CORRIGAN
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Jack E. Corrigan
Chief Financial Officer
The above terms and conditions are
hereby agreed to:
PUBLIC STORAGE, INC.
By: /S/ DAVID P. SINGELYN
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David P. Singelyn
Treasurer
