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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. 3)
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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. 3 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. 3 is being filed by the Purchaser.
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ITEM 10. ADDITIONAL INFORMATION
(e) Item 16 is hereby amended to add the following as additional
information:
On July 16, 1996, Irving and Roberta B. Schuman (the "Plaintiffs"), alleged
unitholders of the Partnership, filed a purported class and derivative action
complaint (the "Complaint") on behalf of themselves and all other unitholders of
the Partnership, IDS/Shurgard Income Growth Partners L.P. ("IDS1") and
IDS/Shurgard Income Growth Partners L.P. III ("IDS3" and, together with the
Partnership and IDS1, the "Partnerships") and derivatively on behalf of the
Partnerships in the Superior Court of the State of Washington in and for the
County of King naming the Purchaser, Charles K. Barbo, Arthur W. Buerk, Donald
B. Daniels, Kristin H. Stred, Harrell L. Beck, Michael Rowe, Mark Hall, Shurgard
Associates L.P., Shurgard Associates L.P. II, Shurgard Associates L.P. III and
Shurgard General Partner, Inc. as Defendants and the Partnerships as Nominal
Defendants.
In the Complaint, the Plaintiffs asserted claims for breach of fiduciary
duty, aiding and abetting a breach of fiduciary duty, breach of contract and
fraud against each of the Defendants. The Plaintiffs seek monetary damages and
equitable relief, including an order enjoining the consummation of the
Purchaser's tender offers for units of limited partnership interest in the
Partnerships (the "Offers"), or alternatively, an order requiring the Defendants
to issue disclosures to correct false and misleading statements and omissions of
material facts in all documents prepared, filed with the SEC, issued or
disseminated to the unitholders of the Partnerships by Defendants in connection
with the Offers.
The Defendants intend to vigourously defend the lawsuit.
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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: July 18, 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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