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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
______________________
IDS/Shurgard Income Growth Partners L.P. III
(Name of subject company)
______________________
SHURGARD ASSOCIATES L.P. III
(Name of person(s) filing statement)
______________________
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class of securities)
______________________
448933-200
(CUSIP number of class of securities)
__________________________
KRISTIN H. STRED, ESQ.
SHURGARD GENERAL PARTNER, 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 the person(s) filing statement)
______________________
COPY TO:
Linda A. Schoemaker, Esq.
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is IDS/Shurgard Income Growth Partners
L.P. III, a Washington limited partnership (the "Partnership"). The class of
equity securities to which this statement relates are the units of limited
partnership interests of the Partnership (the "Units"). The address of the
Partnership's principal executive offices is 1201 Third Avenue, Suite 2200,
Seattle, Washington 98101.
ITEM 2. TENDER OFFER OF THE BIDDER
This Solicitation/Recommendation Statement on Schedule 14D-9 relates to
a tender offer by Shurgard Storage Centers, Inc., a Delaware corporation
(the "Purchaser"), to purchase up to 52,000 Units of the Partnership at $308
per Unit net to the seller in cash and without interest, upon the terms 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 are attached hereto, respectively, as Exhibits 99.1 and 99.2
(and which together constitute the "Offer"). The address of the Purchaser's
principal executive offices is 1201 Third Avenue, Suite 2200, Seattle,
Washington 98101.
ITEM 3. IDENTITY AND BACKGROUND
(a) This statement is being filed by Shurgard Associates L.P. III,
("SA3") which is the general partner of the Partnership. The business address
of SA3, and the names and business addresses of the general partners of SA3,
are listed below:
Shurgard Associates, L.P. III
1201 Third Avenue
Suite 2200
Seattle, WA 98101
General Partners of SA3:
Charles K. Barbo
1201 Third Avenue
Suite 2200
Seattle, WA 98101
Arthur W. Buerk
1201 Third Avenue
Suite 2010
Seattle, WA 98101
Shurgard General Partner, Inc.
1201 Third Avenue
Suite 2200
Seattle, WA 98101
(b) The information in the Offer to Purchase under the headings "SUMMARY
- -- Conflicts of Interest" and "SPECIAL CONSIDERATIONS -- Conflicts of Interest,"
"-- No Arms' Length Negotiation," "-- Investment Objectives of the Purchaser"
and "Alternatives to Tendering Units" and "BACKGROUND AND PURPOSES OF THE
TRANSACTION -- Relationships" and "INTERESTS OF CERTAIN PERSONS" is hereby
incorporated by reference.
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ITEM 4. THE SOLICITATION OR RECOMMENDATION
The information set forth in the Offer to Purchase under the heading
"FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER" is incorporated
herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the Offer to Purchase under the headings
"SUMMARY" and "FAIRNESS OF THE TRANSACTION; POSITION OF THE GENERAL PARTNER
- --Recommendation of the General Partner," "-- Factors Considered by the
General Partner -- Real Estate Portfolio Appraisal" and "-- Stanger Fairness
Opinions" and "APPRAISAL; OPINIONS OF FINANCIAL ADVISORS" and "THE OFFER --
Section 10 (Fees and Expenses)" is incorporated herein by reference.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) The information set forth in the Offer to Purchase under the
heading "BACKGROUND AND PURPOSES OF THE TRANSACTION -- Background of the
Transaction" is incorporated herein by reference.
(b) Neither SA3 nor, to its knowledge, any of its general partners
or any executive officer, director, affiliate or subsidiary of itself or its
general partners, beneficially owns any Units except that the Purchaser
beneficially owns 1602.5 Units.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a)-(b) The information set forth in the Offer to Purchase under the
heading "SUMMARY -- Purposes of the Transaction," "BACKGROUND AND PURPOSES OF
THE TRANSACTION" and "THE ACQUISITION AGREEMENT" is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The information set forth in the Offer to Purchase is incorporated herein
by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
2.1 Acquisition Agreement dated July 1, 1996, by and among Shurgard
Storage Centers, Inc., IDS/Shurgard Income Growth Partners L.P., IDS/Shurgard
Income Growth Partners L.P. II and IDS/Shurgard Income Growth Partners L.P.
III (incorporated by reference to Exhibit 2.1 to the Purchaser's Tender Offer
Statement on Form 14D-1 filed with the Securities and Exchange Commission on
July 2, 1996).
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2.2 General Partner Undertaking dated July 1, 1996 by and among Shurgard
Storage Centers, Inc., Shurgard Associates L.P., Shurgard Associates L.P. II and
Shurgard Associates L.P. III (incorporated by reference to Exhibit 99.8 to
the Purchaser's Tender Offer Statement on Form 14D-1 filed with the
Securities and Exchange Commission on July 2, 1996).
99.1 Offer to Purchase dated July 2, 1996 (incorporated by reference
to Exhibit 99.1 to the Purchaser's Tender Offer Statement on 14D-1 filed with
the Securities and Exchange Commission on July 2, 1996.
99.2 Letter of Transmittal (incorporated by reference to Exhibit 99.2
to the Purchaser's Tender Offer Statement on 14D-1 filed with the Securities
and Exchange Commission on July 2, 1996).
99.3 Text of Press Release dated July 2, 1996 (incorporated by
reference to Exhibit 99.3 to the Purchaser's Tender Offer Statement on 14D-1
filed with the Securities and Exchange Commission on July 2, 1996).
99.4 Letter to Unitholders (incorporated by reference to Exhibit 99.4
to the Purchaser's Tender Offer Statement on 14D-1 filed with the Securities
and Exchange Commission on July 2, 1996).
99.5 Management Services Agreement between IDS/Shurgard Income Growth
Partners L.P and Shurgard Incorporated (incorporated by reference to
Exhibit 10(a) to the Partnership's Registration Statement on Form S-11 (File
No. 33-25729-01)).
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SIGNATURES
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: June 1, 1996 Shurgard Associates L.P.
By: /s/ Charles K. Barbo
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Charles K. Barbo, General Partner
