SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1 to Registration Statement
on Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SHURGARD STORAGE CENTERS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 91-1080141
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1201 Third Avenue, Suite 2200 98101
Seattle, Washington
(Address of principal (Zip Code)
executive offices)
If this Form relates to If this Form relates to the
the registration of a registration of a class of
class of debt securities debt securities and is to
and is effective upon become simultaneously with
filing pursuant to General the effectiveness of a
Instruction A(c)(1) please concurrent registration
check the following box. statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which
Each Class is to be
Registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
FORM 8-A/A
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 to Registration Statement
on Form 8-A
SHURGARD STORAGE CENTERS, INC.
Item 1. Description of Registrant's Securities to be Registered
Shurgard Storage Centers, Inc. (the "Company") is registering
with the New York Stock Exchange, Inc. pursuant to this Form 8-
A the Company's preferred share purchase rights (each a
"Right"). For a description of the Rights being registered,
reference is made to the section entitled "Description of
Common Stock--Stockholder Rights Plan" included in the
Prospectus (the "Prospectus") contained in the Company's
Registration Statement on Form S-3 filed with the Securities
and Exchange Commission on April 18, 1995. A copy of such
section of the Prospectus is attached as Exhibit 4.3 hereto,
and incorporated into this filing by reference pursuant to
Rule 12b-23 under the Securities Exchange Act of 1934, as
amended.
A copy of the Rights Agreement is attached as Exhibit 4.4
hereto, and is available free of charge from the Company.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by
reference.
Item 2. Exhibits
The following exhibits are filed as a part of this
Registration Statement:
Exhibit Description Sequential
No. Page No.
1.1 Annual Report on Form 10-K for the registrant's
fiscal year ended December 31, 1994 *
3.1 Proxy Statement/Prospectus that was included in
its entirety in the Registration Statement on
Form S-4 (No. 33-57047) filed by the Company
with the Securities and Exchange Commission on
December 22, 1994 *
4.1 Restated Certificate of Incorporation, as
amended, of the registrant *
4.2 Restated Bylaws of the registrant *
4.3 Section entitled "Description of Common Stock-- 5
Stockholder Rights Plan" of the Prospectus
included in the Registration Statement on
Form S-3 filed by the Company with the
Securities and Exchange Commission on April 18,
1995
4.4 Rights Agreement, dated as of March 17, 1994,
between the Company and Gemisys Corporation, as
Rights Agent *
5.1 Form of Rights Certificate (included as
Exhibit A to Exhibit 4.4 filed herewith) *
* Pursuant to Instruction II to Item 2, these Exhibits have
not been filed with the Securities and Exchange Commission.
Such Exhibits have been filed with the New York Stock
Exchange, Inc.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
SHURGARD STORAGE CENTERS, INC.
/s/Kristin H. Stred
Kristin H. Stred, Secretary and
General Counsel
Dated: April 26, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Description Sequential
No. Page No.
1.1 Annual Report on Form 10-K for the registrant's
fiscal year ended December 31, 1994 *
3.1 Proxy Statement/Prospectus that was included in
its entirety in the Registration Statement on
Form S-4 (No. 33-57047) filed by the Company
with the Securities and Exchange Commission on
December 22, 1994 *
4.1 Restated Certificate of Incorporation, as
amended, of the registrant *
4.2 Restated Bylaws of the registrant *
4.3 Section entitled "Description of Common Stock-- 5
Stockholder Rights Plan" of the Prospectus
included in the Registration Statement on
Form S-3 filed by the Company with the
Securities and Exchange Commission on April 18,
1995
4.4 Rights Agreement, dated as of March 17, 1994,
between the Company and Gemisys Corporation, as
Rights Agent *
5.1 Form of Rights Certificate (included as
Exhibit A to Exhibit 4.4 filed herewith) *
* Pursuant to Instruction II to Item 2, these Exhibits have
not been filed with the Securities and Exchange Commission.
Such Exhibits have been filed with the New York Stock Exchange, Inc.
Exhibit 4.3
DESCRIPTION OF COMMON STOCK STOCKHOLDER RIGHTS PLAN
Pursuant to the Rights Agreement dated as of March 17, 1994,
between the Company and Gemisys Corporation, as Rights Agent
(the "Rights Agreement"), holders of shares of the Common
Stock have certain rights to purchase shares of the Company's
Series A Junior Participating Preferred Stock (the "Junior
Preferred Shares") exercisable only in certain circumstances
(the "Rights"). The Rights, which are represented by
certificates for the Common Stock, trade together with the
Common Stock until a Distribution Date (as defined below).
Each Right, when it becomes exercisable as described below,
will entitle the registered holder to purchase one one-
hundredth of a Junior Preferred Share at $65 per one one-
hundredth of a Junior Preferred Share (subject to adjustment,
the "Purchase Price").
Until the earlier to occur of (a) 10 days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 10% or more of the outstanding Common
Stock and (b) 10 business days (or such later date as may be
determined by action of the Company's Board of Directors prior
to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 10% or more of
such outstanding Common Stock (the earlier of such dates, the
"Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as
of March 25, 1994 (the "Rights Record Date"), by such Common
Stock certificate, with a copy of a Summary of Rights to
Purchase Preferred Shares (the "Summary of Rights") attached
thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates
issued after the Rights Record Date upon transfer or new
issuance of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock
outstanding as of the Rights Record Date, even without such
notation or a copy of the Summary of Rights being attached
thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of
the Common Stock as of the close of business on the
Distribution Date, and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 17, 2004, unless such date is
extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable and the number of Junior Preferred
Shares or other securities or property issuable upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (a) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Junior
Preferred Shares, (b) upon the grant to holders of the Junior
Preferred Shares of certain rights or warrants to subscribe
for or purchase Junior Preferred Shares at a price, or
securities convertible into Junior Preferred Shares with a
conversion price, less than the then-current market price of
the Junior Preferred Shares, or (c) upon the distribution to
holders of the Junior Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or
dividends payable in Junior Preferred Shares) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of one one-
hundredths of a Junior Preferred Share issuable upon exercise
of each Right is also subject to adjustment in the event of a
stock split of the Common Stock or a dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations
or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
Junior Preferred Shares purchasable upon exercise of the
Rights will be redeemable only in accordance with the
redemption provisions discussed under "Restrictions on
Transfers of Capital Stock; Excess Stock." Each holder of
Junior Preferred Shares will be entitled to a minimum
preferential quarterly dividend payment of the greater of $1
per share and a per share dividend of 100 times the aggregate
dividends declared per share of Common Stock. In the event of
liquidation, the holders of Junior Preferred Shares will be
entitled to a minimum preferential liquidation of $100 per
share or, if greater, to an aggregate per share payment of
100 times the aggregate payment made per share of Common
Stock. Each Junior Preferred Share will have 100 votes,
voting together with the Common Stock. Finally, in the event
of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each Junior Preferred
Share will be entitled to receive 100 times the amount
received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the Junior Preferred Shares'
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Junior Preferred Share purchasable
upon exercise of each Right should approximate the value of
one share of Common Stock.
If any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision will be made so
that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value, as of
the date of exercise, of two times the exercise price of the
Right. If the Company is acquired in a merger or other
business combination transaction, or 50% or more of its
consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then-current exercise price of the Right, that
number of shares of common stock of the acquiring company that
at the time of such transaction will have a market value of
two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Company's
Board of Directors may exchange the Rights (other than Rights
owned by such person or group that have become void), in whole
or in part, at an exchange ratio of one share of Common Stock,
or one one-hundredth of a Junior Preferred Share (or of a
share of a class or series of the Company's Preferred Stock
having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No
fractional Junior Preferred Shares will be issued (other than
fractions that are integral multiples of one one-hundredth of
a Junior Preferred Share, which may, at the Company's
election, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the
market price of the Junior Preferred Shares on the last
trading day prior to the date of exercise.
At any time prior to any person or group becoming an Acquiring
Person, the Company's Board of Directors may redeem the Rights
in whole, but not in part, at the price of $.0001 per Right,
with adjustments for stock splits, stock dividends or other
similar transactions (the "Redemption Price"). The redemption
of the Rights may be made effective at such time, on such
basis and with such conditions as the Company's Board of
Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Company's Board
of Directors without the consent of the holders of the Rights,
including an amendment to lower certain 10% thresholds
described above to not less than the greater of (a) the sum of
.001% and the largest percentage of the outstanding Common
Stock then known to the Company to be beneficially owned by
any person or group of affiliated persons and (b) 9.8%, except
that, from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person,
no such amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts
to acquire the Company without conditioning the offer on
substantially all the Rights being acquired. The Rights will
not interfere with any merger or other business combination
approved by the Company's Board of Directors since the
Company's Board of Directors may, at its option, at any time
prior to any person or group becoming an Acquiring Person,
redeem all, but not less than all, the then-outstanding Rights
at the Redemption Price.
