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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. 5)
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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.
<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 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
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This Amendment No. 5 to the Tender Offer Statement on Schedule 14D-1 as
previously amended (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") of 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 (the "Offer to Purchase"), and in the related
Letter of Transmittal, copies of which were attached to the Schedule 14D-1 as
Exhibits 99.1 and 99.2, respectively (and which together constitute the
"Offer"). This Amendment No. 5 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 as additional information:
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99.16 Press release dated August 5, 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: August 5, 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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EXHIBIT 99.16
RELEASE NUMBER 96-7
CONTACTS:
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Jennifer R. Wall DeLise Keim
David B. Frank Harrell Beck
D. F. King & Co., Inc. Shurgard Storage Centers,
212/269-5550 Inc.
206/624-8100
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FOR IMMEDIATE RELEASE
SHURGARD EXTENDS OFFERS TO PURCHASE LIMITED PARTNERSHIP
UNITS IN THREE AFFILIATED SELF STORAGE LIMITED PARTNERSHIPS
SEATTLE, WASHINGTON, AUGUST 5, 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 and withdrawal rights will expire
at 11:59 p.m., New York City time, Friday, August 9, 1996, unless extended.
Shurgard also announced that as of 5:00 p.m., New York City time, Friday,
August 2, 1996, IDS1 unitholders had validly tendered and not withdrawn
approximately 56,668 IDS1 limited partnership units (approximately 38% of the
total outstanding units), IDS2 unitholders had validly tendered and not
withdrawn approximately 32,167 IDS2 limited partnership units (approximately 28%
of the total outstanding units) and IDS3 unitholders had validly tendered and
not withdrawn approximately 44,882 IDS3 limited partnership units (approximately
38% of the total outstanding units).
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 Partnership 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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