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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. III
(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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448933-200
(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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<CAPTION>
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 1,603 UNITS
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / /
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 1.3%
10 TYPE OF REPORTING PERSON -- CO
</TABLE>
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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 52,000 units of limited partnership interest (the "Units") of IDS/Shurgard
Income Growth Partners L.P. III, a Washington limited partnership (the
"Partnership"), at $308 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
Item 10 is hereby amended to add the following as additional information:
(e) On July 16, 1996, Irving and Roberta B. Schuman (the "Plaintiffs"),
alleged unitholders of IDS/Shurgard Income Growth Partners L.P. II ("IDS2"),
filed a purported class and derivative action complaint (the "Complaint") on
behalf of themselves and all other unitholders of the Partnership, IDS2 and
IDS/Shurgard Income Growth Partners L.P. ("IDS1" and, together with the
Partnership and IDS2, 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 vigorously 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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July 16, 1996
To the Unitholders of
IDS/Shurgard Income Growth Partners L.P. III
RE: CASH TENDER OFFER FOR UNITS OF IDS/SHURGARD INCOME GROWTH
PARTNERS L.P. III (THE "PARTNERSHIP")
Dear Unitholder:
You should have received a copy of an Offer to Purchase dated July 2, 1996
pursuant to which Shurgard Storage Centers, Inc. ("Shurgard") is offering to
purchase up to 52,000 units of limited partnership interest ("Units") in
IDS/Shurgard Income Growth Partners L.P. III (the "Partnership") at a net cash
price per Unit of $308. The Offer expires at 11:59 p.m. on Wednesday, July
31, 1996, unless extended. Any Unitholder desiring to tender all or a portion
of his or her Units should complete, sign and return the Letter of
Transmittal that was sent with the Offer to Purchase.
As discussed in the Offer to Purchase, the Offer is being made pursuant to an
Acquisition Agreement entered into by the Partnership and Shurgard. The
Acquisition Agreement provides for a two-step transaction consisting first of
the Offer, and then the Merger of your Partnership into Shurgard. In the
Offer, such validly tendered Unit will be purchased for cash, subject to
proration if more than 52,000 units are tendered. In the Merger, each
outstanding unit will be converted into the right to receive shares of Class
A Common Stock of Shurgard. Following the completion of the Offer, the
remaining Unitholders will be notified of a Special Meeting of Unitholders to
be held to consider and vote upon approval of the Merger. The notice will be
accompanied by a Proxy Statement/Prospectus containing detailed information
regarding the proposed Merger. Completion of the Merger is subject to certain
conditions, including approval by holders of a majority of the Units.
Unitholders should consider the following:
- - THE GENERAL PARTNER OF THE PARTNERSHIP HAS DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER ARE FAIR TO UNITHOLDERS AND RECOMMENDS THAT
UNITHOLDERS WHO DESIRE IMMEDIATE LIQUIDITY TENDER THEIR UNITS PURSUANT TO
THE OFFER AND THAT ALL REMAINING UNITHOLDERS RETAIN THEIR UNITS AND
PARTICIPATE IN THE MERGER.
- - Unitholders who tender their Units will not receive any further cash
distributions with respect to their Units. This is because the Net Asset
Value of the Partnership includes the cash held by the Partnership as of
March 31, 1996, a portion of which was subsequently distributed to
Unitholders by the Partnership during the second quarter of 1996. Thus,
the Offer price includes an amount of cash which has already been
received by Unitholders through a cash distribution made in the second
quarter of 1996. BY SUBMITTING THE LETTER OF TRANSMITTAL AND TENDERING
THEIR UNITS, UNITHOLDERS ARE ASSIGNING TO SHURGARD ALL CASH DISTRIBUTIONS
WITH RESPECT TO THE UNITS THAT ARE MADE AFTER JULY 2, 1996.
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- - Those Unitholders who participate in the Merger would receive shares of
Shurgard Common Stock, thereby providing Unitholders with an opportunity
to continue to own an equity interest in a portfolio of storage center
properties, including the Partnership's properties.
- - The number of shares of Shurgard Common Stock you would receive in the
Merger would be calculated by dividing $308 by the price of Shurgard
Common Stock during a pricing period set forth in the Acquisition
Agreement, provided that the price of Shurgard Common Stock is between
$22.25 and $27.75 per share. The Offer to Purchase provides additional
information concerning how the number of shares of Shurgard Common Stock
you would receive in the Merger would be calculated if the price is not
within that range. The closing price of Shurgard Common Stock on Monday
July 15 was $24.875.
THE OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION. ALL UNITHOLDERS ARE
URGED TO READ THE OFFER TO PURCHASE CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR UNITS.
If you have any questions or need a copy of the Offer to Purchase or Letter of
Transmittal, please call D.F. King & Co., Inc., the Information Agent for the
Offer, toll free at 1-800-207-2872.
Very truly yours,
Charles K. Barbo
Chairman and Chief Executive Officer
Shurgard Storage Centers, Inc.
