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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 10)
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IDS/SHURGARD INCOME GROWTH PARTNERS L.P.
(Name of Subject Company)
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SHURGARD STORAGE CENTERS, INC.
(Bidder)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
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448933-309
(CUSIP Number of Class of Securities)
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KRISTIN H. STRED, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SHURGARD STORAGE CENTERS, INC.
1201 THIRD AVENUE
SUITE 2200
SEATTLE, WASHINGTON 98101
(206) 624-8100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
JEFFERY T. PERO, ESQ.
WILLIAM J. CERNIUS, ESQ.
LATHAM & WATKINS
650 TOWN CENTER DRIVE
TWENTIETH FLOOR
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
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14D-1
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CUSIP NO.
<S> <C> <C>
1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHURGARD STORAGE CENTERS, INC. (91-1603837)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS
BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR / /
2(f)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
APPROXIMATELY 1,825 UNITS
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 1.2%
10 TYPE OF REPORTING PERSON -- CO
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This Amendment No. 10 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") relates to the completion of a tender offer by Shurgard
Storage Centers, Inc., a Delaware corporation (the "Purchaser"), to purchase up
to 65,000 units of limited partnership interest (the "Units") in IDS/Shurgard
Income Growth Partners, L.P., a Washington limited partnership (the
"Partnership"), at $257 per Unit, net to the seller in cash and without
interest, upon the terms of and subject to the conditions set forth in the Offer
to Purchase dated July 2, 1996, as supplemented by the Purchaser's letter to
Unitholders dated July 16, 1996, the Supplement to Offer to Purchase dated
August 26, 1996 and the Supplement to Offer to Purchase dated September 6, 1996,
and in the related Letter of Transmittal (which together constitute the
"Offer"). This Amendment No. 10 is being filed by the Purchaser.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following additional information:
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99.25 Text of Press Release dated September 13, 1996.
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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 13, 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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[LETTERHEAD] PRESS RELEASE
Release Number: 96-12
Contact:
Jennifer Wall DeLise Keim
David Frank Harrell Beck
D.F. King & Co., Inc. Shurgard Storage Centers, Inc.
212/269-5550 206/624-8100
FOR IMMEDIATE RELEASE
SHURGARD COMPLETES OFFERS TO PURCHASE LIMITED PARTNERSHIP
UNITS IN THREE AFFILIATED SELF STORAGE LIMITED PARTNERSHIPS
PARTNERSHIPS COLLECTIVELY OWN INTERESTS IN
37 SELF STORAGE FACILITIES IN NINE STATES
SEATTLE, WASHINGTON, SEPTEMBER 13, 1996....Shurgard Storage Centers, Inc.
("Shurgard") (NYSE:SHU) announced today that it has completed its offers to
purchase (the "Offers") up to 65,000 limited partnership units in IDS/Shurgard
Income Growth Partners L.P. ("IDS1") for a net cash price of $257 per unit, up
to 49,000 limited partnership units in IDS/Shurgard Income Growth Partners L.P.
II ("IDS2") for a net cash price of $222 per unit and up to 52,000 limited
partnership units in IDS/Shurgard Income Growth Partners L.P. III ("IDS3") for a
net cash price of $308 per unit.
The Offers expired yesterday. The depositary for the Offers informed
Shurgard that IDS1 unitholders had validly tendered and not withdrawn
approximately 62,913 IDS1 limited partnership units (approximately 42% of the
total outstanding units), IDS2 unitholders had validly tendered and not
withdrawn approximately 36,303 IDS2 limited partnership units (approximately 32%
of the total outstanding units) and IDS3 unitholders had validly tendered and
not withdrawn approximately 49,718 IDS3 limited partnership units (approximately
42% of the total outstanding units).
(MORE)
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Shurgard Storage Centers, Inc.
September 13, 1996
Page 2
Pursuant to an Acquisition Agreement, dated as of July 1, 1996, IDS1, IDS2
and IDS3 (the "Partnerships") will hold meetings of limited partners to vote
upon approval of the Partnerships being merged with and into Shurgard (the
"Mergers"). If a Partnership's Merger is approved by the requisite vote of the
Unitholders under the Partnership agreement, each outstanding Unit of the
Partnership (other than those owned by Shurgard) will be converted into the
right to receive the number of shares of Class A Common Stock of Shurgard
determined in the manner provided in the Agreement.
It is currently anticipated that notice of the meetings of limited partners
of the Partnerships to be held to consider the Mergers will be mailed to limited
partners in early October and that the meetings will be held in November. The
timing of the notice and the meetings, however, will be subject, among other
things, to the timing of the effectiveness of a registration statement to be
filed with the Securities & Exchange Commission covering the Shurgard Class A
Common Stock proposed to be issued in the Mergers. The offer of the Class A
Common Stock to be issued in the Mergers will be made only by means of a
prospectus that complies with the applicable provisions of law.
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Shurgard Storage Centers, Inc., is a fully integrated, self-administered,
self-managed real estate investment trust (REIT) headquartered in Seattle,
Washington, specializing in all aspects of the self storage industry. Shurgard
operates a network of more than 265 storage centers located throughout the
United States and in Europe. Of these properties, the Company owns directly, or
through joint venture interests, approximately two-thirds of the portfolio. The
remaining properties are owned by affiliated and unaffiliated parties, including
37 properties in nine states owned by IDS1, IDS2 and IDS3.
