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
Class A Common Stock, par value New York Stock Exchange
$.001 per share
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
The capital stock of Shurgard Storage Centers, Inc. (the
"Company") being registered with the New York Stock Exchange,
Inc. pursuant to this Form 8-A is the Company's Class A Common
Stock, par value $.001 per share (the "Class A Common Stock").
For a description of the rights, preferences and privileges of
the Class A Common Stock being registered, reference is made
to the sections entitled "Description of Common Stock" and
"Restrictions on Transfers of Capital Stock; Excess Stock"
included in the Prospectus (the "Prospectus") included in the
Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on April 18, 1995. Copies
of such sections of the Prospectus are 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.
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 Sections entitled "Description of Common Stock" 5
and "Restrictions on Transfers of Capital
Stock; Excess Stock" 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
5.1 Specimen certificate representing shares of
Class A Common Stock of registrant *
* 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 Sequentia
No. l
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 Sections entitled "Description of Common Stock" 5
and "Restrictions on Transfers of Capital
Stock; Excess Stock" 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
5.1 Specimen certificate representing shares of
Class A Common Stock of registrant *
* 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
The Company has authority to issue 120,000,000 shares of a
Class A Common Stock, par value $.001 per share, and 500,000
shares of Class B Common Stock, par value $.001 per share
(collectively, the "Common Stock"). At April 14, 1995, the
Company had outstanding 18,095,988 shares of Class A Common
Stock and 154,604 shares of Class B Common Stock.
GENERAL
The following description of the Class A Common Stock sets
forth certain general terms and provisions of the Class A
Common Stock to which any Prospectus Supplement may relate,
including a Prospectus Supplement providing that Class A
Common Stock will be issuable upon conversion of Debt
Securities or Preferred Stock. The statements below
describing the Class A Common Stock are in all respects
subject to and qualified in their entirety by reference to
the applicable provisions of the Company's Amended and
Restated Certificate of Incorporation (the "Certificate of
Incorporation") and By-Laws.
TERMS
Subject to the preferential rights of any other shares or
series of stock, holders of Class A Common Stock will be
entitled to receive dividends when, as and if declared by
the Company's Board of Directors out of funds legally
available therefor. Payment and declaration of dividends on
the Class A Common Stock and purchases of shares thereof by
the Company will be subject to certain restrictions if the
Company fails to pay dividends on the Preferred Stock. See
"Description of Preferred Stock." Upon any liquidation,
dissolution or winding up of the Company, holders of Class A
Common Stock (together with holders of Class B Common Stock)
will be entitled to share equally and ratably in any assets
available for distribution to them, after payment or
provision for payment of the debts and other liabilities of
the Company and the preferential amounts owing with respect
to any outstanding Preferred Stock. The Class A Common
Stock will possess ordinary voting rights for the election
of directors and in respect of other corporate matters, each
share entitling the holder thereof to one vote. Holders of
Class A Common Stock will not have cumulative voting rights
in the election of directors, which means that holders of
more than 50% of all the shares of the Company's Common
Stock voting for the election of directors can elect all the
directors if they choose to do so and the holders of the
remaining shares cannot elect any directors. Holders of
shares of Class A Common Stock will not have preemptive
rights, which means they have no right to acquire any
additional shares of Class A Common Stock that may be issued
by the Company at a subsequent date. All shares of Class A
Common Stock now outstanding are, and additional shares of
Class A Common Stock offered will be when issued, fully paid
and nonassessable, and no shares of Class A Common Stock are
or will be subject to preemptive or similar rights.
The Class B Common Stock has rights substantially similar to
those of the Class A Common Stock. Each holder of Class B
Common Stock was entitled to a loan from the Company in an
amount necessary to satisfy the holder's general partner
capital obligation to certain partnerships that were
acquired by the Company in the Consolidation. Each loan is
secured by a pledge of the Class B Common Stock held by the
borrowing stockholder. Upon repayment of a portion of the
loan, that portion of the Class B Common Stock equal to the
percentage of the loan principal repaid is released from the
pledge and is convertible, on a share-for-share basis, into
shares of Class A Common Stock. Class B Common Stock is not
publicly traded but is transferable upon its release from
the pledge.
RESTRICTIONS ON OWNERSHIP
For the Company to qualify as a REIT under the Internal
Revenue Code of 1986, as amended (the "Code"), not more than
50% in value of its outstanding capital stock may be owned,
actually or constructively, by five or fewer individuals
(defined in the Code to include certain entities) during the
last half of a taxable year. To assist the Company in
meeting this requirement, the Company may take certain
actions to limit the beneficial ownership, actually or
constructively, by a single person or entity of the
Company's outstanding equity securities. See "Restrictions
on Transfers of Capital Stock; Excess Stock."
TRANSFER AGENT
The registrar and transfer agent for the Common Stock is
Gemisys Corporation.
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.
RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK; EXCESS STOCK
For the Company to qualify as a REIT under the Code, among
other things, not more than 50% in value of its outstanding
capital stock may be owned, actually or constructively, by
five or fewer individuals (defined in the Code to include
certain entities) during the last half of a taxable year,
and such capital stock must be beneficially owned by 100 or
more persons during at least 355 days of a taxable year of
12 months or during a proportionate part of a shorter
taxable year. To ensure that the Company remains qualified
as a REIT, the Certificate of Incorporation, subject to
certain exceptions, provides that the Company may prevent
the transfer and/or call for redmeption of shares of the
Company (whether Common Stock or Preferred Stock) if more
than 50% of the outstanding shares would be owned, actually
or constructively, by five or fewer persons (defined to
include individuals, corporations, partnerships, joint
ventures and similar entities) or if one person would own,
actually or constructively, more than 9.8% of the total
outstanding shares (or such higher percentage as may be
determined by the Company's Board of Directors (the
"Ownership Limit")). In addition, the Company may prevent
such transfers and/or call for redemption of such shares if
the Company's Board of Directors determines in good faith
that the shares have or may become concentrated to the
extent that may prevent the Company from qualifying as a
REIT. See "Certain Federal Income Tax Considerations--
Overview of REIT Qualification Rules--Share Ownership." Any
class or series of Preferred Stock may be subject to these
restrictions if so stated in the resolutions providing for
the issuance of such Preferred Stock. Any corporate
investor wishing to acquire or own more than 9.8% of the
total outstanding shares may petition the Company's Board of
Directors in writing for approval. The Company's Board will
grant such request unless it determines in good faith that
the acquisition or ownership of such shares would jeopardize
the Company's qualification as a REIT under existing federal
tax laws and regulations. Any corporate investor intending
to acquire shares in excess of the Ownership Limit must give
written notice to the Company of the proposed acquisition no
later than the date on which the transaction occurs and must
furnish such opinions of counsel, affidavits, undertakings,
agreements and information as may be required by the
Company's Board of Directors to evaluate or to protect
against any adverse effect of the transfer. Notwithstanding
the foregoing, the Company's Board of Directors is not
required to grant a request to adjust the Ownership Limit if
the Company's Board of Directors believes, based on advice
of legal counsel, that the granting of such request would
cause the Company's Board of Directors to breach its
fiduciary duties to the stockholders of the Company.
If, despite the restrictions noted above, any person
acquires shares of the Company's Common Stock in excess of
the Ownership Limit (applying certain constructive ownership
provisions), the shares most recently acquired by such
person in excess of the Ownership Limit will be
automatically exchanged for an equal number of shares of
Excess Stock. The Company is authorized to issue
160,000,000 shares of Excess Stock, par value $.001 per
share. Pursuant to the Company's Certificate of
Incorporation, shares of Excess Stock have the following
characteristics: (a) owners of Excess Stock are not
entitled to exercise voting rights with respect to the
Excess Stock; (b) Excess Stock shall not be deemed
outstanding for purposes of determining a quorum at any
annual or special meeting of stockholders; and (c) Excess
Stock will not be entitled to any dividends or other
distributions. Any person who becomes an owner of Excess
Stock is obligated to immediately give the Company written
notice of such fact and certain information required by the
Certificate of Incorporation. Excess Stock is also deemed
to have been offered for sale to the Company or its designee
for a period of 120 days from the later of (i) the date of
the transfer that created the Excess Stock if the Company
has actual notice that such transfer created the Excess
Stock and (ii) the date on which the Company's Board of
Directors determines in good faith that the transfer
creating the Excess Stock has occurred. The Company has the
right during such time period to accept the deemed offer or,
in the Board of Directors' discretion, the Company may
acquire and sell, or cause the owner to sell, the Excess
Stock. The price for the Excess Stock will be the lesser of
(y) the closing price of the shares exchanged into Excess
Stock on the national stock exchange on which the shares are
listed as of the date the Company or its designee acquires
the Excess Stock or, if no such price is available, as
determined in good faith by the Company's Board of Directors
and (z) the price per share paid by the owner of the shares
that were exchanged into Excess Stock or, if no purchase
price was paid, the fair market value of such shares on the
date of acquisition as determined in good faith by the
Company's Board of Directors. Upon such transfer or sale,
the Excess Stock will automatically convert to Class A
Common Stock with all voting and dividend rights effective
as of the date of such conversion; PROVIDED, HOWEVER, that
the owner will not be entitled to receive dividends payable
with respect to Class A Common Stock for the period during
which the shares were Excess Stock.
All certificates of Class A Common Stock and Class B Common
Stock, any other series of the Company's Common Stock, and
any class or series of Preferred Stock will bear a legend
referring to the restrictions described above. All persons
who own a specified percentage (or more) of the outstanding
capital stock of the Company must file an affidavit with the
Company containing information regarding their ownership of
stock as set forth in the Treasury Regulations. Under
current Treasury Regulations, the percentage is set between
.5% and 5%, depending on the number of record holders of
capital stock. In addition, each stockholder shall upon
demand be required to disclose to the Company in writing
such information with respect to the direct, indirect and
constructive ownership of shares of capital stock of the
Company as the Board of Directors deems necessary to comply
with the provisions of the Code applicable to a REIT, to
comply with the requirements of any taxing authority or
governmental agency or to determine any such compliance.
This ownership limitation may have the effect of precluding
acquisition of control of the Company by a third party
unless the Board of Directors determines that maintenance of
REIT status is no longer in the best interests of the
Company.
