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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. 1)
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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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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
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This Amendment No. 1 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 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. 1
is being filed by the Purchaser.
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ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended by incorporating herein by reference the
information set forth in the Proxy Statement/Prospectus included as part of the
Registration Statement on Form S-4 filed by the Purchaser with the Securities
and Exchange Commission on the date hereof.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following as additional information:
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99.9 Proxy Statement/Prospectus (incorporated by reference to the Registration
Statement on Form S-4 filed by the Purchaser on July 11, 1996).
99.10 Letter to Unitholders dated July 11, 1996 (incorporated by reference to the
Purchaser's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on July 11, 1996).
99.11 Notice of Special Meetings of Unitholders (incorporated by reference to the
Purchaser's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on July 11, 1996).
99.12 Notice to Brokers, Banks, Nominees and Other Custodians.
99.13 Grant of Tender Authority.
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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 11, 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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[LETTERHEAD]
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NOTICE TO BROKERS, BANKS, NOMINEES
AND
OTHER CUSTODIANS
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OFFERS TO PURCHASE FOR CASH
LIMITED PARTNERSHIP UNITS
OF
IDS/SHURGARD INCOME GROWTH PARTNERS L.P.,
IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II
AND
IDS/SHURGARD INCOME GROWTH PARTNERS L.P. III
BY
SHURGARD STORAGE CENTERS, INC.
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As described in the offers to purchase and related letters of transmittal,
dated July 2, 1996 (collectively, the "Offers to Purchase" and the "Letters
of Transmittal"), Shurgard Storage Centers, Inc., a Delaware corporation
(the "Purchaser"), is offering to purchase for cash units of limited
partnership interest (the "Units") of the above-listed Washington limited
partnerships (collectively, the "Partnerships"). Copies of the Offers to
Purchase and related Letters of Transmittal have been mailed directly to your
clients who are the persons, partnerships, associations, corporations and
other entities named as beneficial owners of Units registered on the books of
the Partnerships in your name (collectively, the "Beneficial Owners").
TO GIVE EFFECT TO ANY AND ALL OTHERWISE VALID TENDERS OF UNITS BY
BENEFICIAL OWNERS OF UNITS REGISTERED ON THE BOOKS OF THE PARTNERSHIPS IN YOUR
NAME, YOUR FIRM MUST SIGN AND RETURN THE ACCOMPANYING GRANT OF TENDER
AUTHORITY TO D.F. KING & CO., INC., BY HAND AT 77 WATER STREET, 20TH FLOOR,
NEW YORK, NY 10005 OR BY FACSIMILE TRANSMISSION AT (212) 952-0137 OR (212)
809-8839, ATTN: WILLIAM KEEGAN, BEFORE THE OFFERS EXPIRE.
THE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JULY 31,
1996, UNLESS EXTENDED.
A FAILURE TO SIGN AND RETURN THE ACCOMPANYING GRANT OF TENDER AUTHORITY MAY
INVALIDATE OTHERWISE VALID TENDERS OF UNITS BY BENEFICIAL OWNERS OF UNITS
REGISTERED ON THE BOOKS OF THE PARTNERSHIPS IN YOUR NAME WITH POTENTIALLY
ADVERSE CONSEQUENCES FOR SUCH BENEFICIAL OWNERS.
TO AVOID UNNECESSARY DELAYS IN PAYMENT FOR UNITS TENDERED BY BENEFICIAL
OWNERS OF UNITS REGISTERED ON THE BOOKS OF THE PARTNERSHIPS IN YOUR NAME, WE
MUST RECEIVE YOUR GRANT OF TENDER AUTHORITY BEFORE THE OFFERS EXPIRE ON
JULY 31, 1996.
If you need assistance or have any questions, please call _____________ at
(212) _______________. Thanks you for your prompt attention to this matter.
D.F. KING & CO., INC.
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[LOGO] SHURGARD
To Shurgard Storage Centers, Inc.:
GRANT OF TENDER AUTHORITY
WHEREAS, Shurgard Storage Centers, Inc., a Delaware corporation (the
"Purchaser") has commenced offers to purchase units of limited partnership
interest (the "Units") of IDS/Shurgard Income Growth Partners L.P., a
Washington limited partnership ("IDS1"), IDS/Shurgard Income Growth Partners
L.P. II, a Washington limited partnership ("IDS2"), and IDS/Shurgard Income
Growth Partners L.P. III, a Washington limited partnership ("IDS3"), pursuant
to offers to purchase dated July 2, 1996 and related letters of transmittal
(respectively, the "Offers to Purchase" and the "Letters of Transmittal"),
and any and all amendments thereto, which, collectively, constitute the
"Offers;"
WHEREAS, the undersigned broker, bank, nominee or other custodian is a
registered holder of Units of IDS1, IDS2, and/or IDS3 (collectively, the
"Partnerships"), which are held by the undersigned for persons, partnerships,
associations, corporations and other entities named as beneficial owners of
such Units in the registrations of the undersigned on the books of the
Partnerships (collectively, the "Beneficial Owners");
WHEREAS, such Beneficial Owners may elect to accept one or more of the Offers
by following the procedures described in the Offers and tendering Units
registered on the books of the Partnerships in the name of the undersigned,
which are held by the undersigned for the account of such Beneficial Owners;
NOW, THEREFORE to facilitate tenders by Beneficial Owners of Units registered
on the books of the Partnerships in the name of the undersigned, which are
held by the undersigned for the account of such Beneficial Owners, the
undersigned hereby authorizes the Purchaser to accept and rely upon the
Letters of Transmittal submitted by such Beneficial Owners, to the extent of
the Units designated on such Letters of Transmittal by Beneficial Owners, as
fully as if the undersigned has signed and submitted such Letters of
Transmittal with respect to such Units.
The authorization is limited to only those Units which are registered on the
books of the Partnerships in the name of the undersigned, which are held by
the undersigned for the account of such Beneficial Owners.
This instrument is revocable at any time by the undersigned and supersedes
and revokes any and all prior grants of tender authority with respect to the
Units described herein.
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(PRINT NAMES OF BROKER, BANK
NOMINEE OR OTHER CUSTODIAN)
BY: -----------------------------------
(SIGN HERE)
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(PRINT NAME HERE)
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(PRINT TITLE HERE)
DATE: 1996
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