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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. 9)
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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 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.
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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 "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:
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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).
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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: September 6, 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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