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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. 9)
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IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
(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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448933-101
(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.
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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 2,038 UNITS
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 1.8%
10 TYPE OF REPORTING PERSON -- CO
</TABLE>
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This Amendment No. 9 to the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") relates to a tender offer by Shurgard Storage Centers, Inc., a
Delaware corporation (the "Purchaser"), to purchase up to 49,000 units of
limited partnership interest (the "Units") in IDS/ Shurgard Income Growth
Partners, L.P. II, a Washington limited partnership (the "Partnership"), at $222
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 (the "Second Supplement to Offer to
Purchase"), a copy of which is attached hereto as Exhibit 99.22, and in the
related Letter of Transmittal (which together constitute the "Offer"). This
Amendment No. 9 is being filed by the Purchaser.
3
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended to add the following 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.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended to add the following additional information:
The information set forth in "FAIRNESS OF THE TRANSACTION; POSITION OF THE
GENERAL PARTNER" of the Second Supplement to the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended to add the following additional information:
(f) The information set forth in the Second Supplement to Offer to Purchase,
a copy of which is attached hereto as Exhibit 99.22, is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following additional information:
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99.22 Supplement to Offer to Purchase dated September 6, 1996.
99.23 Letter to Unitholders dated September 6, 1996.
99.24 Text of Press Release dated September 6, 1996.
</TABLE>
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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 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
5
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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
UP TO 49,000 UNITS OF LIMITED PARTNERSHIP INTEREST
OF
IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
AT
$222 NET PER UNIT
BY
SHURGARD STORAGE CENTERS, INC.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW
YORK CITY TIME, ON THURSDAY, SEPTEMBER 12, 1996, UNLESS EXTENDED.
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SHURGARD STORAGE CENTERS, INC. (THE "PURCHASER") IS OFFERING TO PURCHASE UP
TO 49,000 UNITS OF LIMITED PARTNERSHIP INTEREST (THE "UNITS") IN IDS/SHURGARD
INCOME GROWTH PARTNERS L.P. II (THE "PARTNERSHIP") AT A NET CASH PRICE PER UNIT
OF $222 (THE "OFFER PRICE"). THIS OFFER IS NOT CONDITIONED UPON A MINIMUM NUMBER
OF UNITS BEING VALIDLY TENDERED, BUT IT IS SUBJECT TO CERTAIN TERMS AND
CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE (AS DEFINED HEREIN) BEING
SUPPLEMENTED BY THIS SUPPLEMENT. IF MORE THAN 49,000 UNITS (APPROXIMATELY 43% OF
THE OUTSTANDING UNITS) ARE VALIDLY TENDERED, THE PURCHASER WILL ACCEPT ONLY
49,000 UNITS AND WILL PURCHASE UNITS FROM TENDERING UNITHOLDERS ON A PRO RATA
BASIS AS DESCRIBED IN THE OFFER TO PURCHASE.
Following the completion of the purchase of Units pursuant to this Offer,
the remaining Unitholders will be notified of a special meeting of Unitholders
(the "Special Meeting") to be held to consider and vote upon approval of the
merger of the Partnership with and into the Purchaser (the "Merger"). If the
Merger is approved by the requisite vote of the Unitholders and certain other
conditions to the Merger are satisfied or waived, (i) the Partnership will merge
into the Purchaser and cease to exist as a separate legal entity and (ii) each
Unit, other than Units held by the Purchaser (including Units purchased in this
Offer), which will be cancelled, and Units, if any, held by Unitholders who
perfect dissenters' rights, will be converted into the right to receive between
8.00 and 9.98 shares of Class A Common Stock of the Purchaser ("REIT Shares"),
depending upon the average closing price of the REIT Shares on the New York
Stock Exchange during a designated period prior to the Special Meeting. All REIT
Shares will be aggregated for each Unitholder and cash will be issued in lieu of
any fractional REIT Shares. If the average closing price used to determine the
number of REIT Shares issuable in the Merger is less than $21.50 per REIT Share,
the Purchaser may provide additional cash consideration. See "The Acquisition
Agreement."
In evaluating the matters described herein, Unitholders should consider the
following, among other factors:
- The general partner of the Partnership, the Purchaser and their affiliates
have significant conflicts of interest in connection with this Offer and
the Merger, and no unaffiliated representatives were appointed to
negotiate the terms of this Offer and the Merger on behalf of the
Partnership. The conflicts of interest arise, among other things, from the
fact that certain representatives of the general partner are also officers
of the Purchaser. See "Special Considerations."
- As a result of this Offer, the Purchaser may hold the largest, or one of
the largest, equity positions in the Partnership, and therefore may be in
a position to influence the policies and affairs of the Partnership and
the vote on approval of the Merger. See "Special Considerations."
- If the average price of REIT Shares for the designated period used to
determine the number of REIT Shares issuable in the Merger is less than
$22.25 per share or if the market price of REIT Shares decreases after
determination of the number of REIT Shares to be issued in the Merger and
prior to the issuance of REIT Shares, the market value of the REIT Shares
received in the Merger may be lower than the Offer Price. See "Special
Considerations."
(CONTINUED ON NEXT PAGE)
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THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
September 6, 1996
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(CONTINUED FROM PREVIOUS PAGE)
-The Merger, if consummated, may affect the level of distributions made to
Unitholders who become stockholders of the Purchaser, with the potential
that, depending upon the number of REIT Shares issued in the Merger, some
Unitholders may receive following the Merger smaller distributions than
they would have received if the Merger had not been consummated and they
had remained Unitholders. See "Fairness of the Transaction; Position of the
General Partner."
-Certain valuations of the Partnerships (as defined in the Offer to
Purchase) performed by Alex. Brown were above the aggregate consideration
to be issued in the Transaction and Additional Transactions (each as
defined in the Offer to Purchase) while other valuations of the
Partnerships that Alex. Brown performed were below the aggregate
consideration to be issued in the Transaction and Additional Transactions.
In particular, the valuation of the Partnerships Alex. Brown performed in
its analysis of publicly-traded REITs resulted in a higher valuation than
the consideration to be issued in the Transaction and Additional
Transactions whereas the valuation of the Partnerships it performed in its
analysis of selected real estate acquisitions resulted in a lower valuation
than the consideration to be issued in the Transaction and Additional
Transactions. See "Appraisal; Opinions of Financial Advisors -- Opinion of
the Purchaser's Financial Advisor."
THE GENERAL PARTNER OF THE PARTNERSHIP IS SHURGARD ASSOCIATES L.P. II (THE
"GENERAL PARTNER"). THE GENERAL PARTNER HAS APPROVED THIS OFFER AND THE MERGER
AND HAS DETERMINED THAT THE TERMS OF THIS OFFER AND THE MERGER ARE FAIR TO THE
UNITHOLDERS. THE GENERAL PARTNER RECOMMENDS THAT THOSE UNITHOLDERS WHO DESIRE
IMMEDIATE LIQUIDITY TENDER THEIR UNITS PURSUANT TO THIS OFFER AND THAT ALL OTHER
UNITHOLDERS RETAIN THEIR UNITS AND, INSTEAD, PARTICIPATE IN THE MERGER. THERE
CAN BE NO ASSURANCE, HOWEVER, THAT THE MERGER WILL BE CONSUMMATED.
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IMPORTANT
Any Unitholder desiring to tender all or any portion of his or her Units
should complete and sign the Letter of Transmittal in accordance with the
instructions in the Letter of Transmittal, and mail or deliver it with any other
required documents to the Depositary at the address set forth on the back cover
of this Supplement. Unitholders who have validly tendered Units and not
withdrawn their tenders need take no further action to validly tender those
Units.
Questions and requests for assistance or additional copies of the Offer to
Purchase, the Letter of Transmittal and this Supplement may be directed to the
Information Agent at its address and telephone number set forth on the back
cover of this Supplement. Unitholders may also contact brokers, dealers,
commercial banks and trust companies for assistance concerning this Offer.
<PAGE>
INTRODUCTION
The Purchaser hereby amends and supplements the Offer to Purchase dated July
2, 1996, as supplemented by the Purchaser's letter to Unitholders dated July 16,
1996 and the Supplement to Offer to Purchase dated August 26, 1996 (the "Offer
to Purchase"). Except as set forth in this Supplement, the Offer continues to be
governed by the terms and conditions set forth in the Offer to Purchase and the
related Letter of Transmittal, and the information contained therein continues
to be important to each Unitholder's decision with respect to the Offer.
Accordingly, this Supplement should be carefully read in conjunction with the
Offer to Purchase and the related Letter of Transmittal, which have been
previously mailed to Unitholders. Capitalized terms not defined herein have the
meanings set forth in the Offer to Purchase.
Procedures for tendering Units are set forth in the section entitled "The
Offer" of the Offer to Purchase. Tendering Unitholders should continue to use
the Letter of Transmittal circulated with the Offer to Purchase. By tendering
Units, Unitholders assign to the Purchaser all rights to cash distributions made
subsequent to July 2, 1996 with respect to those Units.
UNITHOLDERS WHO HAVE VALIDLY TENDERED UNITS AND NOT WITHDRAWN THEIR TENDERS
NEED TAKE NO FURTHER ACTION TO VALIDLY TENDER THOSE UNITS.
FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER
THE SECTION OF THE OFFER TO PURCHASE ENTITLED "FAIRNESS OF THE TRANSACTION;
POSITION OF THE GENERAL PARTNER" IS HEREBY SUPPLEMENTED BY ADDING THE FOLLOWING
SECTION IMMEDIATELY AFTER "--FAIRNESS IN VIEW OF CONFLICTS OF INTEREST":
FAIRNESS IN VIEW OF PS AGREEMENT. Pursuant to the confidentiality and
standstill agreement dated March 25, 1996 between the Purchaser and PS (the "PS
Agreement"), PS is prohibited from acquiring (through a tender offer or
otherwise) any interest in the Purchaser or any of the Purchaser's affiliates,
including the Partnership, for a period of two years without the Purchaser's
consent. See "Background and Purposes of the Transaction--Background of the
Transaction." If the PS Agreement did not prohibit PS from acquiring an interest
in the Partnership, it is possible that PS might have made an offer to purchase
the Units at a price higher or lower than the Offer Price, although neither the
General Partner nor the Purchaser, at the time the PS Agreement was executed,
had any knowledge of any plan or intention by PS to make an offer to purchase
the Units in the absence of the PS Agreement. The General Partner believes that
the Offer Price and the Merger Consideration are fair to Unitholders
notwithstanding the PS Agreement. The General Partner has based its conclusion
regarding the fairness of the Transaction to Unitholders on its analysis of the
factors discussed in this "Fairness of the Transaction; Position of the General
Partner" section. The General Partner believes that the analysis was performed
in a good faith exercise of its fiduciary duty and was not affected by the PS
Agreement.
EXCEPT AS SUPPLEMENTED HEREBY, ALL PROVISIONS OF THE OFFER REMAIN
UNAFFECTED.
SHURGARD STORAGE CENTERS, INC.
1
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A Letter of Transmittal and any other required documents should be sent or
delivered by each Unitholder or his or her broker, dealer, commercial bank,
trust company or other nominee to the Depositary at one of its addresses set
forth below.
The Depositary for this Offer is:
GEMISYS CORPORATION
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By Overnight/Hand Delivery: By Mail:
7103 S. Revere Parkway P.O. Box 3897
Englewood, CO 80112 Englewood, CO 80155-9756
</TABLE>
Any questions or requests for assistance or additional copies of this
Supplement, the Offer to Purchase and the Letter of Transmittal may be directed
to the Information Agent at its telephone number and location listed below. You
may also contact your broker, dealer, commercial bank or trust company for
assistance concerning this Offer.
The Information Agent for this Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
(212) 269-5550 (Call Collect)
or
1-800-207-2872 (Toll Free)
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[LOGO]
1201 Third Avenue, Suite 2200, Seattle, Washington 98101
IF YOU HAVE ANY QUESTIONS ABOUT THE OFFER OR IF YOU NEED HELP IN COMPLETING THE
LETTER OF TRANSMITTAL, PLEASE CALL THE INFORMATION AGENT, D.F. KING & CO., INC.
AT (800) 207-2872.
September 6, 1996
Re: Cash Tender Offer for up to 49,000 Units of
IDS/Shurgard Income Growth Partners L.P. II
Dear Unitholder:
Shurgard Storage Centers, Inc., a Delaware corporation (the "Purchaser"),
has amended and supplemented its offer to purchase (the "Offer") up to 49,000
units of limited partnership interest (the "Units") in IDS/Shurgard Income
Growth Partners L.P. II, a Washington limited partnership (the "Partnership"),
at a net cash price per Unit of $222 (the "Offer Price"). The Offer is now made
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 2, 1996, as amended by the Purchaser's letter to Unitholders dated
July 16, 1996 (the "July 16 Letter"), the Supplement to Offer to Purchase dated
August 26, 1996 (the "First Supplement") and the enclosed Supplement to Offer to
Purchase dated September 6, 1996 (the "Second Supplement"), and in the related
Letter of Transmittal.
The Second Supplement amends and supplements the "Fairness of the
Transaction; Position of the General Partner" section of the Offer to Purchase.
Except as set forth in the Second Supplement, the Offer continues to be governed
by the terms and conditions set forth in the Offer to Purchase, as amended by
the July 16 Letter and the First Supplement, and in the related Letter of
Transmittal, and the information contained therein continues to be important to
each Unitholder's decision with respect to the Offer. Accordingly, the Second
Supplement should be carefully read in conjunction with the Offer to Purchase,
the July 16 Letter, the First Supplement and the Letter of Transmittal
previously mailed to you.
If you wish to sell your Units and receive a net cash price of $222 per
Unit, please complete the Letter of Transmittal and return it to the address set
forth on the back cover of the Second Supplement before the expiration date.
PLEASE NOTE THAT THE EXPIRATION DATE OF THE OFFER HAS BEEN EXTENDED TO 6:00
P.M., NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 12, 1996.
UNITHOLDERS WHO HAVE VALIDLY TENDERED UNITS AND NOT WITHDRAWN THEIR TENDERS
NEED TAKE NO FURTHER ACTION TO VALIDLY TENDER THOSE UNITS.
We thank you for your prompt attention to this matter.
Very truly yours,
[CHARLES K. BARBO]
Charles K. Barbo
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SHURGARD STORAGE CENTERS, INC.
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[Letterhead] PRESS RELEASE
Release Number: 96-11
Contact:
Jennifer Wall DeLise Keim
David Frank Harrell Beck
D. F. King & Co., Inc. Shurgard Storage Centers, Inc.
212/269-5550 206/624-5100
FOR IMMEDIATE RELEASE
SHURGARD EXTENDS OFFERS TO PURCHASE LIMITED PARTNERSHIP
UNITS IN THREE AFFILIATED SELF STORAGE LIMITED PARTNERSHIPS
SEATTLE, WASHINGTON, SEPTEMBER 6, 1996...Shurgard Storage Centers, Inc.
("Shurgard") (NYSE:SHU) announced today that it has extended 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 have been extended to provide
unitholders an opportunity to review the Supplements to the Offers to Purchase,
dated September 6, 1996. The Offers and withdrawal rights now will expire at
6:00 p.m., New York City time, September 12, 1996, unless extended.
Shurgard also announced that as of 6:00 p.m., New York City time, September
5, 1996, IDS1 unitholders had validly tendered and not withdrawn approximately
60,973 IDS1 limited partnership units (approximately 41% of the total
outstanding units), IDS2 unitholders had validly tendered and not withdrawn
approximately 34,348 IDS2 limited partnership units (approximately 30% of the
total outstanding units) and IDS3 unitholders had validly tendered and not
withdrawn approximately 48,356 IDS3 limited partnership units (approximately 41%
of the total outstanding units).
[MORE]
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Shurgard Storage Centers, Inc.
September 6, 1996
Page 2
The Offers are being made pursuant to an Acquisition Agreement, dated as of
July 1, 1996, between Shurgard and IDS1, IDS2 and IDS3 (the "Partnerships").
The Acquisition Agreement provides that, after completion of the Offers and
subject to the approval of the requisite vote of unitholders of each
Partnership, the Partnerships will be merged with and into Shurgard. If the
Merger is consummated, unitholders of the Partnerships who participate in the
Merger will receive shares of Shurgard Class A Common Stock in exchange for
their limited partnership units. The General Partners of each of the
Partnerships have recommended that those unitholders who desire immediate
liquidity tender their units in the Offers and that all other unitholders retain
their units and, instead, participate in the Merger.
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