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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. 2)
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IDS/SHURGARD INCOME GROWTH PARTNERS, L.P. III
(NAME OF ISSUER)
SHURGARD STORAGE CENTERS, INC.
(NAME OF PERSON FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
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448933-200
(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. / / 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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This Amendment No. 3 to the Transaction Statement on Schedule 13E-3, as
previously amended (the "Schedule 13E-3), relates to the acquisition of the
entire limited partnership interest in IDS/ Shurgard Income Growth Partners L.P.
III, a Washington limited partnership (the "Partnership"), by Shurgard Storage
Centers, Inc., a Delaware corporation (the "Company"). The first step of the
acquisition was the commencement of the Company's offer (the "Offer") to
purchase up to 52,000 units of limited partnership interest (the "Units") in the
Partnership at a price of $308 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. II.
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16. ADDITIONAL INFORMATION.
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 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 Partnership by Defendants in connection
with the Offers.
The Defendants intend to vigorously defend the lawsuit.
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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: 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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