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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. 10)
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IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. II
(NAME OF ISSUER)
SHURGARD STORAGE CENTERS, INC.
IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
SHURGARD ASSOCIATES L.P. II
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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448933-101
(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. /X/ 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"),
hereby amends its 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 IDS/Shurgard Income Growth Partners L.P. II, a
Washington limited partnership (the "Partnership").
The first step of the acquisition was the commencement of the Company's
offer (the "Offer") to purchase up to 49,000 units of limited partnership
interest (the "Units") in the Partnership at a price of $222 net per Unit in
cash, without interest.
The second step of the acquisition will be, if all applicable conditions are
satisfied, the merger of the Partnership with and into the Company (the
"Merger") pursuant to the terms of the Acquisition Agreement dated July 1, 1996,
by and among the Company, the Partnership, IDS/Shurgard Income Growth Partners
L.P. and IDS/Shurgard Income Growth Partners L.P. III.
The Proxy Statement/Prospectus (the "Proxy Statement/Prospectus"), Letter to
Unitholders and Notice of Special Meeting, each attached hereto, which relate to
the solicitation of Unitholder approval of the Acquisition Agreement and the
transactions contemplated thereby, including the Merger, are being filed jointly
under Section 13(a) of the Securities Exchange Act of 1934, as amended, and Rule
13e-3 thereunder, as part of this Rule 13E-3 Transaction Statement and under the
Securities Act of 1933, as amended, as part of the Company's Amendment No. 1 to
Form S-4 Registration Statement ("Amendment No. 1").
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1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE MERGER.
Item 1 is hereby amended to add the following as additional information:
(c)-(d) The information set forth in "DISTRIBUTIONS AND MARKET PRICES OF
UNITS" of the Proxy Statement/Prospectus is incorporated herein by reference.
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 "SUMMARY -- Conflicts of Interest,"
"BACKGROUND AND REASONS FOR THE MERGERS -- Background," and "CONFLICTS OF
INTEREST" of the Proxy Statement/Prospectus is incorporated herein by reference.
4. TERMS OF THE MERGER.
Item 4 is hereby amended to add the following as additional information:
(a) The information set forth on the cover page and in "SUMMARY -- The
Mergers" of the Proxy Statement/Prospectus is incorporated herein by reference.
(b) The information set forth on the cover page and in "SUMMARY -- Risk
Factors," "SUMMARY -- Conflicts of Interest," "RISK FACTORS" and "CONFLICTS OF
INTEREST" of the Proxy Statement/Prospectus is incorporated herein by reference.
5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 is hereby amended to add the following as additional information:
(a)-(g) The information set forth in "FAIRNESS OF THE MERGERS --
Distribution Comparison" of the Proxy Statement/Prospectus is incorporated
herein by reference.
6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6 is here by amended to add the following as additional information:
(a),(c) The information set forth in "SOURCE AND AMOUNT OF FUNDS" of the
Proxy Statement/Prospectus is incorporated herein by reference.
7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
Item 7 is hereby amended to add the following as additional information:
(a) The information set forth in "SUMMARY -- The Mergers" and "BACKGROUND
AND REASONS FOR THE MERGERS -- Purposes and Structure of the Offers and the
Mergers" of the Proxy Statement/Prospectus is incorporated herein by reference.
(b) The information set forth in "BACKGROUND AND REASONS FOR THE MERGERS --
Background," and "BACKGROUND AND REASONS FOR THE MERGERS -- Alternatives to the
Mergers" of the Proxy Statement/Prospectus is incorporated herein by reference.
(c)-(d) The information set forth on the cover page and in "BACKGROUND AND
REASONS FOR THE MERGERS -- Purposes and Structure of the Offers and the
Mergers," "BACKGROUND AND REASONS FOR THE MERGERS -- Expected Benefits From the
Mergers" and "MATERIAL FEDERAL INCOME TAX CONSIDERATIONS" of the Proxy
Statement/Prospectus is incorporated herein by reference.
8. FAIRNESS OF THE MERGER.
Item 8 is hereby amended to add the following as additional information:
(a)-(f) The information set forth on the cover page and in "SUMMARY --
Fairness of the Mergers," "SUMMARY -- Risk Factors," "RISK FACTORS." "BACKGROUND
AND REASONS FOR THE MERGERS," "FAIRNESS OF THE MERGERS" and "APPRAISALS AND
OPINIONS OF FINANCIAL ADVISORS" of the Proxy Statement/Prospectus is
incorporated herein by reference.
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9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Item 9 is hereby amended to add the following as additional information:
(a)-(c) The information set forth in "SUMMARY -- Third Party Opinions,"
"FAIRNESS OF THE MERGERS" and "APPRAISALS AND OPINIONS OF FINANCIAL ADVISORS" of
the Proxy Statement/Prospectus 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 "SUMMARY -- The Mergers," "SUMMARY -- Risk
Factors," "SUMMARY -- Conflicts of Interest," "RISK FACTORS," "BACKGROUND AND
REASONS FOR THE MERGERS -- Background." "FAIRNESS OF THE MERGERS -- Fairness of
the Mergers to Unitholders -- Fairness in View of the PS Agreement" and "
CONFLICTS OF INTEREST" of the Proxy Statement/Prospectus is incorporated herein
by reference.
12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
MERGERS.
Item 12 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "BACKGROUND AND REASONS FOR THE
MERGERS," "FAIRNESS OF THE MERGERS" and "APPRAISALS AND OPINIONS OF FINANCIAL
ADVISORS" of the Proxy Statement/Prospectus is incorporated herein by reference.
13. OTHER PROVISIONS OF THE TRANSACTION.
Item 13 is hereby amended to add the following as additional information:
(a) The information set forth in "SUMMARY -- Risk Factors" and "RISK
FACTORS" of the Proxy Statement/Prospectus is incorporated herein by reference.
14. FINANCIAL INFORMATION.
Item 14 is hereby amended to add the following as additional information:
(a)-(b) The information set forth in "SUMMARY PRO FORMA CONSOLIDATED
FINANCIAL DATA," "PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS," "BUSINESS AND
PROPERTIES OF THE PARTNERSHIPS" and "FINANCIAL STATEMENTS" of the Proxy
Statement/Prospectus is incorporated herein by reference.
16. ADDITIONAL INFORMATION
The additional information concerning the Merger which is set forth in the
Proxy Statement/ Prospectus which is attached hereto as Exhibit 99.33 is
incorporated herein by reference.
17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended to add the following as additional information:
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99.33 Proxy Statement/Prospectus dated September 13, 1996 (incorporated by reference to
Amendment No. 1).
99.34 Letter to Unitholders dated September 13, 1996 (incorporated by reference to
Amendment No. 1).
99.35 Notice of Special Meetings of Unitholders dated September 13, 1996 (incorporated by
reference to Amendment No. 1).
99.36 Text of Press release dated September 13, 1996 (incorporated by reference to the
Purchaser's Tender Offer Statement on Form 14D-1 filed with the Securities and
Exchange Commission an September 13, 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 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
IDS/SHURGARD INCOME GROWTH
PARTNERS L.P. II
By: SHURGARD ASSOCIATES L.P. II
By: /s/ CHARLES K. BARBO
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Name: Charles K. Barbo
Title: General Partner
SHURGARD ASSOCIATES L.P. II
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
Title: General Partner
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