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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHURGARD STORAGE CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
WASHINGTON 91-1603837
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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1201 THIRD AVENUE
SUITE 2200
SEATTLE, WASHINGTON 98101
(206) 624-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KRISTIN H. STRED
GENERAL COUNSEL
SHURGARD STORAGE CENTERS, INC.
1201 THIRD AVENUE
SUITE 2200
SEATTLE, WASHINGTON 98101
(206) 624-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
LINDA A. SCHOEMAKER
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE FEE
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.001 per share(2)............. 3,000,000 $26.875 $80,625,000 $24,431.82
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
of the registrant's Class A Common Stock, as reported on the New York Stock
Exchange Composite Transactions on May 9, 1997.
(2) Includes associated Preferred Share Purchase Rights.
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<PAGE> 2
May 16, 1997
Dear Shareholder:
It is our pleasure to present to you our Dividend Reinvestment Plan. The
Plan offers you a simple, convenient and economical way of increasing your
ownership in Shurgard Storage Centers, Inc.
The Plan is designed to enable you to purchase additional shares through
the reinvestment of your dividends without the cost of any brokerage
commissions. Additionally, the price to be paid for Common Stock purchased
through the Plan will reflect a discount of 2% from the average market value (as
defined in the Plan).
ALL SHAREHOLDERS ARE ELIGIBLE TO PARTICIPATE IN THE PLAN. We created the
Plan as a convenience for our shareholders and, because your participation is
completely voluntary, you may join or withdraw from the Plan at any time.
The Plan is administered by Shurgard's transfer agent, Gemisys Transfer
Agents. If you are a record holder of Shurgard Class A Common Stock and would
like to participate in the Plan, simply complete the enclosed Authorization Card
and mail it to Gemisys Transfer Agents at the address given on the reverse side
of the Authorization Card. If your shares in Shurgard are held by a broker, bank
or nominee and you wish to participate, please ask your broker, bank or nominee
to enroll you in the Plan.
This Prospectus explains how the Plan works. I hope you will review it for
important details about participation in the Plan. Please retain this Prospectus
for future reference. If you decide that this is an opportunity that meets your
investment objectives, we invite you to join the Plan and graciously welcome
your participation.
Sincerely,
/s/ Charles K. Barbo
Charles K. Barbo
Chairman, President and
Chief Executive Officer
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TABLE OF CONTENTS
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PAGE
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Available Information............ 2
Incorporation of Certain
Documents by Reference......... 2
The Company...................... 4
Description of the Plan.......... 5
Purpose..................... 5
Advantages.................. 5
Disadvantages............... 6
Eligibility................. 6
Administration.............. 7
Participation............... 7
Costs....................... 8
Purchases................... 9
Reports..................... 10
Dividends................... 10
Certificates for Shares..... 10
Sales of Shares............. 11
Withdrawal From the Plan.... 12
Other Information........... 13
Use of Proceeds.................. 18
Legal Matters.................... 18
Experts.......................... 18
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PROSPECTUS
[SHURGARD LOGO]
SHURGARD STORAGE CENTERS, INC.
CLASS A COMMON STOCK DIVIDEND
REINVESTMENT PLAN
This Prospectus relates to the Shurgard Storage Centers, Inc. ("Shurgard" or
the "Company") Dividend Reinvestment Plan (the "Plan") for holders of shares of
the Company's Class A Common Stock (the "Shares"). The Plan offers holders of
the Shares ("Shareholders") with a simple and convenient method of investing
cash dividends in additional Shares without paying brokerage commissions or
service charges.
The dividends reinvested in the Plan will be used to purchase original issue
Shares from the Company. The price of Shares purchased with reinvested dividends
will be at a 2% discount from the current market price (see Question 14). All
Shareholders are eligible to join the Plan, including holders whose shares are
held in the name of a nominee or broker (i.e., "street name") (see Question 4).
A Shareholder may participate in the Plan by completing an Authorization
Card and returning it to Gemisys Transfer Agents, 7103 South Revere Parkway,
Englewood, Colorado 80112 (see Question 6). Gemisys Transfer Agents will serve
as Administrator of the Plan (see Question 5). Shareholders who participate in
the Plan may terminate their participation at any time (see Question 19).
Shareholders who do not want to participate in the Plan do not need to take any
action to continue to receive their cash dividends, if and when declared.
This Prospectus relates to authorized but unissued Shares registered for
purchase under the Plan. It should be retained for future reference. The Company
reserves the right to terminate the Plan at any time.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is May 16, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (together with all amendments
and exhibits, the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement. The
Registration Statement and any amendments thereto, including exhibits filed as a
part thereof, are available for inspection and copying as set forth below.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by the Company
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; and at its
Regional Offices located at Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661; and 13th Floor, Seven World Trade Center, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants such as the Com pany which file electronically with the Commission.
The Shares are listed on the New York Stock Exchange (the "NYSE") and such
reports, proxy statements and other information concerning the Company can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996;
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2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
3. The description of the Shares contained in the Company's Registration
Statement on Form 8-A filed with the Commission on April 19, 1995, as
amended; and
4. Current Reports on Form 8-K dated January 16, 1997, as amended, April 16,
1997 and April 22, 1997.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Prospectus except as so modified, and any statement so
superseded shall not be deemed to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. Copies of any such documents, other than exhibits
to such documents that are not specifically incorporated by reference therein,
are available without charge to any person, including any beneficial owner, to
whom this Prospectus is delivered, upon written or oral request to Investor
Relations, Shurgard Storage Centers, Inc., 1201 Third Avenue, Suite 2200,
Seattle, Washington 98101, telephone number (206) 624-8100.
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THE COMPANY
Shurgard is a fully integrated, self-administered and self-managed real
estate investment trust ("REIT") that develops, acquires, owns and manages self
storage centers. The Company is one of the four largest operators of self
storage centers in the United States, and together with its predecessors has
been in the self storage business since 1972. The Company's strategy is to be
the national leader in storage products and services by offering high-quality,
conveniently located and secure self storage and a high level of customer
service. This strategy enables the Company to position itself as a
premium-priced storage provider in its target markets. The Company seeks to own
and operate self storage centers that are located in major metropolitan areas
along retail and high-traffic corridors.
As of March 31, 1997, the Company owned and operated, directly and through
its subsidiaries and joint ventures, 246 properties (including 243 self storage
properties) containing approximately 16.1 million net rentable square feet,
which are located in 19 states. For the quarter ended March 31, 1997, the
Company's self storage centers had a weighted average annual net rentable square
foot occupancy rate of 85% and a weighted average annual rent per net rentable
square foot of $9.24. The Company also manages, under the "Shurgard" name, 39
self storage centers and one business park containing approximately 2.0 million
net rentable square feet.
The Company employed approximately 700 persons as of March 1, 1997, and is
headquartered in Seattle, Washington, with regional offices in Phoenix, Arizona;
Chicago, Illinois; Atlanta, Georgia; and Bellevue, Washington. The Company's
executive offices are located at 1201 Third Avenue, Suite 2200, Seattle,
Washington 98101, and its telephone number is (206) 624-8100.
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DESCRIPTION OF THE PLAN
The following, in question and answer form, is the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Shareholders ("Participant" or "you")
with a convenient and economical way of investing cash dividends in additional
Shares without paying any brokerage commission or service charge. Because such
additional Shares will be purchased directly from Shurgard, the Company will
receive additional funds to make real estate acquisitions and improvements to
properties and repay indebtedness, and use for working capital and other general
corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
- INCREASED OWNERSHIP. Automatic dividend reinvestment provides you with a
simple, convenient and economical method of increasing your ownership of Shares.
You may have cash dividends on all or a portion of your Shares reinvested. Your
account is credited with both full and fractional shares, on which future
dividends are reinvested for you.
- DISCOUNT. Shares are purchased through the Plan at a 2% discount from
current market prices, which enables you to share the cost savings the Company
expects to realize from the sale of Shares pursuant to the Plan.
- NO BROKERAGE FEES ON PURCHASES. You pay no brokerage fees, commissions
or service charges on Shares purchased through the Plan.
- SIMPLIFIED RECORD KEEPING. Detailed statements of account will be mailed
to you after each investment and Shares will be held in book-entry form to
provide simplified record-keeping.
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DISADVANTAGES
3. WHAT ARE POSSIBLE DISADVANTAGES OF THE PLAN?
You must make an investment decision to participate in the Plan (and
thereby to purchase Shares) prior to the date the purchase price is determined.
The market price of the Shares may fluctuate between the time an investment
decision to participate in the Plan is made and the time at which Shares are
purchased. See Questions 14 and 19. In addition, you must be aware of the income
tax consequences of participation in the Plan (summarized under Question 25),
including the rule that a Participant will be treated for federal income tax
purposes as having received on each dividend payment date a distribution equal
to the fair market value of the Shares purchased plus any cash actually
distributed.
ELIGIBILITY
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All Shareholders are eligible to participate in the Plan. If your Shares
are registered in a name other than your own (e.g., in the name of a broker,
bank or nominee) and you want to participate, you must either make appropriate
arrangements for your broker, bank or nominee to join the Plan or you must
become a Shareholder of record by having a part or all of your Shares
transferred to your own name. To have Shares of which you are the beneficial
owner re-registered in your name, you must make appropriate arrangements with
your broker, bank or nominee.
The Plan is intended for the benefit of Shareholders, not for individuals
or investors who engage in transactions that may cause aberrations in the price
or trading volume of Shares. From time to time, financial inter-mediaries may
seek to engage in positioning transactions in order to benefit from the discount
from the market price of the Shares acquired under the Plan. Such transactions
could cause fluctuations in the trading volume of the Shares. The Company
reserves the right to modify, suspend or terminate participation in the Plan by
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otherwise eligible persons in order to eliminate practices which are
inconsistent with the purpose of the Plan.
In addition to the foregoing, the Company may refuse participation in the
Plan to Shareholders residing in states where Shares offered pursuant to the
Plan are neither registered under applicable securities laws nor exempt from
registration.
ADMINISTRATION
5. WHO ADMINISTERS THE PLAN?
Gemisys Transfer Agents ("Administrator"), which also serves as the
Company's transfer agent, registrar and dividend disbursing agent, acts as
Administrator for the Plan. The Administrator holds Shares in book-entry form in
your Plan account, keeps records and sends statements of account to you. Shares
purchased under the Plan are registered in the name of the Administrator or its
nominee, as agent, and credited to your account.
PARTICIPATION
6. HOW DO I PARTICIPATE IN THE PLAN?
You may join the Plan by completing an Authorization Card in the form
included in this Prospectus and returning it to the Administrator. The
Administrator's address is:
Gemisys Transfer Agents
7103 South Revere Parkway
Englewood, CO 80112
Attention: Shurgard DRP Plan
(800) 955-2235
7. WHEN CAN I JOIN THE PLAN?
You may join the Plan at any time. If the Authorization Card is received by
the Administrator on or before the record date for the payment of the next
dividend, reinvestment will begin with that dividend. If the Authorization Card
is received in the period between any dividend record date and payment date,
that dividend will be paid in cash
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and your initial dividend reinvestment will begin with the next dividend.
8. HOW MUCH OF MY DIVIDEND IS REINVESTED?
As much as you indicate on the Authorization Card, which provides for the
purchase of additional Shares through the following investment options:
1. FULL DIVIDEND REINVESTMENT directs the investment of all of your cash
dividends on all Shares then or subsequently registered in your name.
2. PARTIAL DIVIDEND REINVESTMENT directs the investment of the cash
dividends on that number of Shares registered in your name which are
designated in the appropriate space on the Authorization Card.
You may select either of the above investment options. To initially elect
to participate in the Plan, you must direct the Administrator to reinvest
dividends on at least one (1) Share.
9. CAN I CHANGE OPTIONS UNDER THE PLAN?
As a Participant, you may change investment options or modify the number of
Shares designated under the Partial Dividend Reinvestment option at any time by
completing a new Authorization Card and returning it to the Administrator at the
address set forth on the Authorization Card.
COSTS
10. WHAT COSTS DO I PAY?
There is no charge to join the Plan and there are no brokerage fees on
purchases. All costs of administration of the Plan are paid by the Company,
except that you may incur certain costs in connection with your withdrawal from
the Plan or if you direct the Administrator to sell your Shares. See Questions
19 and 20.
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PURCHASES
11. WHAT IS THE SOURCE OF THE SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan come from the legally authorized but
unissued Shares of the Company. Shares will not be purchased in the open market.
12. WHEN WILL DIVIDENDS BE INVESTED IN SHARES?
The dates of investment of dividends will be the dividend payment dates
("Investment Dates"). If the NYSE (or other exchange or market on which the
Shares are principally traded) is not open for trading on such date, the
Investment Date will be the next day that the NYSE or such other exchange or
market is open for trading. Dividend payment dates normally occur on or around
the 20th day of February, May, August and November of each year.
13. HOW MANY SHARES WILL BE PURCHASED?
The number of full and fractional Shares (calculated to four decimal
places) purchased will be determined by dividing the aggregate amount of your
dividends by the applicable purchase price of Shares.
14. WHAT WILL BE THE PRICE FOR SHARES PURCHASED UNDER THE PLAN?
Shares will be purchased from the Company at a price per share equal to 98%
of the Average Market Value of the Common Stock, which is the GREATER of (i) the
average of the high and low sale prices of the Company's Common Stock on the
NYSE on the Investment Date (or, if not a trading day, the next following
trading day), or (ii) the average reported closing sale price of the Company's
Common Stock (but not greater than 105% of (i) above) on the NYSE for the 10
trading days prior to the Investment Date.
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REPORTS
15. WHAT REPORTS WILL I RECEIVE?
Following each purchase of Shares under the Plan, the Administrator will
mail a statement of account showing the amounts invested, the number of Shares
purchased, and the purchase price. These statements are a record of the cost of
these purchases and should be retained for income tax purposes.
DIVIDENDS
16. WILL I BE PAID DIVIDENDS PAID ON SHARES HELD IN MY ACCOUNT UNDER THE PLAN?
Yes, dividends will be paid on all full and fractional Shares held in your
Plan account. Dividends will automatically be reinvested in additional Shares
and added to your account.
CERTIFICATES FOR SHARES
17. DO I RECEIVE CERTIFICATES FOR SHARES PURCHASED UNDER THE PLAN?
No, all full and fractional Shares issued under the Plan will be issued in
uncertificated or "book-entry" form and held in your account. This feature
permits ownership of fractional Shares, protects against loss, theft or
destruction of stock certificates, and reduces the costs of the Plan.
Also, as noted above in Question 4, the Administrator will hold Shares in
the names of the registered holders. In the case of a Participant holding his or
her shares in the name of a broker, bank or nominee, this means that the
Administrator will hold the Shares in the name of such broker, bank or nominee.
Certificates for any number of whole Shares credited to your account will
be issued in your name upon your written request to the Administrator.
Certificates for fractional Shares will not be issued. Should you want your
certificates issued in a different name, you must notify the Administrator in
writing and comply with applicable transfer requirements. If you wish to sell
any whole Shares credited to your account under
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the Plan, you will have the option to either (i) receiving a certificate for
such whole number of Shares or (ii) request that such Shares held in your
account be sold, in which case the Shares will be sold on the open market as
soon as practicable. Brokerage commissions on such sales will not be paid by the
Company, and will be deducted from the sales proceeds. See Question 20. If you
wish to pledge Shares credited to your account, you must first have the
certificate for those Shares issued in your name.
SALES OF SHARES
18. HOW DO I SELL SHARES THROUGH THE PLAN?
You may instruct the Administrator to sell some or all of their Shares held
in the Plan by notifying the Administrator in writing or by using the form
included with account statements.
The Administrator will sell Shares through a registered broker dealer,
which may be A.G. Edwards & Sons, Inc., as soon as practicable after receipt of
a proper written request. Shares to be sold may be commingled with those of
other Participants requesting sale of their Shares, and the proceeds to each
Participant will be based on the average price for all Shares sold during the
day of sale. Participants should understand that the price of the Shares may go
down as well as up between the date a request to sell is received and the date
the sale is executed. The Plan does not offer Participants the ability to
specify either the dates or the prices at which Shares are to be sold through
the Administrator.
If a request to sell Shares is received on or after the record date, and
before the payment date, for a dividend, any cash dividend paid on such Shares
will be reinvested. The request to sell Shares will then be processed as soon as
practicable after the dividend is reinvested and the additional Shares are
credited to the participant's account.
There is no charge for selling Shares through the Administrator except for
the Participant's pro rata share of brokerage commissions.
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WITHDRAWAL FROM THE PLAN
19. WHEN AND HOW CAN I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time by written request to the
Administrator. If the withdrawal request is received on or after the record date
for determining the Shareholders entitled to receive the next dividend, that
dividend will be reinvested in Shares for your account on the dividend payment
date, and the request for withdrawal will be processed promptly thereafter.
20. WHAT HAPPENS AFTER I WITHDRAW FROM THE PLAN?
If you notify the Administrator of your termination of participation in the
Plan with respect to all of the Shares held for your account in the Plan, or if
your participation in the Plan is terminated by the Company, you may elect
either to (i) receive a certificate for whole Shares credited to your account
under the Plan or (ii) request that any Shares held in your account be sold, in
which case the Shares will be sold on the open market as soon as practicable. In
either case you will be sent a check representing the value of any fractional
Share computed on the basis of the average of the high and low sale prices of
the Company's Common Stock on the NYSE on the date your account is terminated.
Brokerage commissions on sales will be paid by the Company, and will be deducted
from the sales proceeds. In addition, if you terminate your participation in the
Plan with respect to all of your Shares, you will be subject to a $5.00 service
charge imposed by the Administrator, which will not be paid by the Company.
If the Company terminates the Plan, you will receive a certificate for the
number of Whole Shares credited to your account under the Plan and a check for
the value of any fractional Share (computed as described in the preceding
paragraph).
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If a participant moves his or her residence to a jurisdiction where Shares
offered pursuant to the Plan are neither registered nor exempt from registration
under applicable securities laws, the Company may deem the Participant to have
terminated participation in the Plan.
21. WHEN CAN I REJOIN THE PLAN?
Generally, a Shareholder who has withdrawn from the Plan may again become a
Participant at any time.
OTHER INFORMATION
22. WHAT HAPPENS WHEN I SELL OR TRANSFER SOME OF MY SHARES IN THE PLAN?
There is no effect on the Shares remaining in the Plan as long as you have
at least one (1) full Share in your Plan account.
If you dispose of a portion of your Shares, the Administrator will continue
to reinvest dividends on Shares credited to your Plan account in additional
Shares unless and until a written request to withdraw such Shares from your Plan
account is received by the Administrator.
If you dispose of a portion of your Shares and you have directed the
Administrator to reinvest dividends on some of your Shares (i.e., Partial
Dividend Reinvestment), you should provide new written instructions to the
Administrator on how to handle your account. If the Administrator does not
receive new instructions, it may, in its discretion, pay cash dividends to you
on all of your remaining Shares.
23. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividend or stock split distributed by the Company on Shares held
in the Plan will be credited to your account.
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24. HOW WILL MY PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL MEETINGS OF
SHAREHOLDERS?
You will receive a proxy to vote all Shares (including fractional shares)
held in your Plan account.
25. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Distributions by REITs are treated as dividends to the extent a REIT has
earnings and profits for federal income tax purposes. To the extent that the
amount distributed by a REIT exceeds the current and accumulated earnings and
profits of the REIT, the distribution will first be treated as a return of
capital to the Shareholder to the extent of basis, with any excess taxable as
gain realized from the sale of Shares.
Amounts automatically reinvested in additional whole and fractional Shares
are taxable to the Participant notwithstanding that such amounts are reinvested
in stock. A Participant will be treated for federal income tax purposes as
having received on each dividend payment date a taxable distribution equal to
the fair market value on such dividend payment date of the Shares acquired
thereby plus any cash actually distributed.
The initial tax basis of whole or fractional Shares acquired under the Plan
will equal the fair market value on such dividend payment date of the Shares
acquired. A Participant will generally recognize capital gain or loss on the
sale of the Shares equal to the difference between the amount realized and the
Participant's tax basis in such Shares. The holding period for Shares credited
to a Participant's Plan account pursuant to the Plan will begin on the day
following the date on which the Shares were purchased for the Participant's
account.
In the case of Shareholders whose dividends are subject to United States
federal income tax withholding or backup withholding, the Adminis-
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trator will reinvest dividends less the amount of tax required to be withheld.
The sales of Shares through the Plan will be reported to the Internal
Revenue Service and to Participants on Form 1099B.
THE FOREGOING DISCUSSION BRIEFLY SUMMARIZES THE PRINCIPAL FEDERAL INCOME
TAX CONSEQUENCES, UNDER CURRENT LAW, OF PARTICIPATION IN THE PLAN AND IS
PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS ALL
POTENTIALLY RELEVANT FEDERAL INCOME TAX MATTERS, INCLUDING CONSEQUENCES PECULIAR
TO PERSONS SUBJECT TO SPECIAL PROVISIONS OF FEDERAL INCOME TAX LAW. THE ABOVE
DISCUSSION IS BASED ON VARIOUS RULINGS OF THE INTERNAL REVENUE SERVICE REGARDING
SEVERAL TYPES OF DIVIDEND REINVESTMENT PLANS. NO RULING, HOWEVER, HAS BEEN
ISSUED OR REQUESTED REGARDING THE PLAN. PARTICIPANTS IN THE PLAN ARE URGED TO
CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO FEDERAL, STATE, LOCAL AND
OTHER TAX LAWS APPLICABLE TO THEIR SPECIFIC SITUATIONS. IN ADDITION, THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN BY RETIREMENT PLANS DIFFER FROM THOSE
OUTLINED HEREIN FOR INDIVIDUALS. SINCE THE LAWS AND REGULATIONS REGARDING THE
FEDERAL INCOME TAX CONSEQUENCES OF RETIREMENT PLAN PARTICIPATION ARE COMPLEX AND
SUBJECT TO CHANGE, A RETIREMENT PLAN CONSIDERING SUCH PARTICIPATION SHOULD
CONSULT WITH ITS OWN RETIREMENT PLAN TRUSTEES, CUSTODIANS OR TAX ADVISORS FOR
SPECIFIC INFORMATION.
26. CAN THE PLAN BE CHANGED OR DISCONTINUED?
The Board of Directors of the Company may suspend the Plan without prior
notice to participants at any time and from time to time if the Board determines
that the Average Market Value of the Common Stock is at a level making sales of
Shares pursuant to the Plan disadvantageous to the Company. Such determination
may be based on any factor or factors deemed appropriate by the Board,
including, but not limited to, inability of the Company to invest the proceeds
of sale of Plan Shares at a rate of return exceeding the cost to the Company of
such Shares.
15
<PAGE> 19
Dividends that would otherwise be invested during a period of suspension will be
paid to participants in cash.
The Board of Directors may also amend or terminate the Plan at any time,
including amending or eliminating the discount to Average Market Value described
in Question 14 or providing for additional Shares to be purchased through
voluntary cash investments under the Plan, provided that no amendment made
between a payment date for dividends on participating Shares and the record date
therefor may modify the terms of investment of such dividends on such dividend
payment date. You will be notified if the Plan is terminated or materially
amended. The Company may also terminate any Participant's participation in the
Plan at any time by notice to such Participant if continued participation will,
in the opinion of the Board of Directors, jeopardize the status of the Company
as a REIT under the Internal Revenue Code of 1986, as amended.
27. WHAT IS THE RESPONSIBILITY OF THE ADMINISTRATOR AND THE COMPANY UNDER THE
PLAN?
Neither the Company nor the Administrator nor its nominees shall have any
liability for any act done in good faith or for any good-faith omission to act
in connection with the Plan, including, without limitation, any claim or
liability arising out of failure to terminate a Participant's account upon his
or her death prior to receipt of written notice of death, nor shall they have
any duties, responsibilities or liabilities except such as are expressly set
forth in the Plan.
28. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE COMPANY'S SHARES?
Your investment in Shares held in a Plan account is no different than an
investment in directly held Shares in this regard. You bear the risk of loss and
the benefits of gain from market price changes for all of your Shares.
16
<PAGE> 20
NEITHER THE COMPANY NOR THE ADMINISTRATOR CAN GUARANTEE THAT SHARES
PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE WORTH MORE OR LESS
THAN THEIR PURCHASE PRICE.
17
<PAGE> 21
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Shares to
make real estate acquisitions and improvements to properties and repay
indebtedness, and use for working capital and other general corporate purposes.
LEGAL MATTERS
The legality of the Shares being offered hereby is being passed upon for the
Company by Perkins Coie, Seattle, Washington.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference. Such consolidated financial
statements and related financial statement schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
18
<PAGE> 22
------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information and representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy the securities described herein by
anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making the offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Under no circumstances shall the delivery of this Prospectus or
any sale made pursuant to this Prospectus create any implication that the
information contained in this Prospectus is correct as of any time subsequent to
the date of this Prospectus.
------------------------
19
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses by the registrant in
connection with the sale of the securities being registered. All amounts are
estimates except the Securities and Exchange Commission ("SEC") registration
fee.
<TABLE>
<S> <C>
SEC registration fee.................................... $ 24,431.82
NYSE filing fee......................................... 500.00
Printing and engraving expenses......................... 27,000.00
Legal fees and expenses................................. 10,000.00
Accounting fees and expenses............................ 1,500.00
Transfer agent fees..................................... 35,000.00
Miscellaneous fees and expenses......................... 5,568.18
Total......................................... $104,000.00
===========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 11 of the Bylaws of the registrant provides for
indemnification of the registrant's directors and officers to the maximum extent
permitted by Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transaction from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Section 11 of the Articles of Incorporation of
the registrant contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the registrant
and its shareholders.
Officers and directors of the registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
The above discussion of the WBCA and the registrant's Bylaws and Articles
of Incorporation is not intended to be exhaustive and is qualified in its
entirety by reference to such statute, the Bylaws and the Articles of
Incorporation.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
5.1 Opinion of Perkins Coie, counsel to the registrant, regarding the legality of
the Common Stock
23.1 Consent of Deloitte & Touche LLP, independent auditors (contained on page II-4)
23.2 Consent of Perkins Coie (contained in Exhibit 5.1)
24.1 Power of attorney (contained on signature page)
99.1 Form of Authorization Card
</TABLE>
II-1
<PAGE> 24
ITEM 17. UNDERTAKINGS
A. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
B. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-offering amendment
any of the securities being registered which remain unsold at the
termination of the offering.
C. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Seattle, State of Washington, on the 16th day of May,
1997.
SHURGARD STORAGE CENTERS, INC.
By: /s/ CHARLES K. BARBO
------------------------------------
Charles K. Barbo
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Charles K. Barbo and Harrell L. Beck, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all
post-effective amendments, and any related Rule 462(b) Registration Statement
and any amendment thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 16th day of May, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ----------------------------------------------- ------------------------------ -------------
<S> <C> <C>
/s/ CHARLES K. BARBO Chairman of the Board, May 16, 1997
- - ----------------------------------------------- President and Chief Executive
Charles K. Barbo Officer (Principal Executive
Officer)
/s/ HARRELL L. BECK Senior Vice President, May 16, 1997
- - ----------------------------------------------- Treasurer, Chief Financial
Harrell L. Beck Officer and Director
(Principal Financial and
Accounting Officer)
/s/ GREENLAW GRUPE Director May 16, 1997
- - -----------------------------------------------
Greenlaw Grupe
/s/ HOWARD JOHNSON Director May 16, 1997
- - -----------------------------------------------
Howard Johnson
/s/ DONALD W. LUSK Director May 16, 1997
- - -----------------------------------------------
Donald W. Lusk
/s/ W. J. SMITH Director May 16, 1997
- - -----------------------------------------------
W. J. Smith
</TABLE>
II-3
<PAGE> 26
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference into Shurgard Storage Centers,
Inc.'s Registration Statement on Form S-3 and related Prospectus for the
registration of 3,000,000 shares of its Class A Common Stock (the "Registration
Statement") of our report dated February 28, 1997, which is included in the
Annual Report on Form 10-K of Shurgard Storage Centers, Inc. for the year ended
December 31, 1996. We also consent to the reference to us under the heading
"Experts" in the Prospectus dated May 16, 1997, which is a part of the
Registration Statement.
DELLOITTE & TOUCHE LLP
Seattle, Washington
May 16, 1997
II-4
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
<C> <S>
5.1 Opinion of Perkins Coie, counsel to the registrant, regarding the legality of
the Common Stock
23.1 Consent of Deloitte & Touche LLP, independent auditors (contained on page
II-4)
23.2 Consent of Perkins Coie (contained in Exhibit 5.1)
24.1 Power of attorney (contained on signature page)
99.1 Form of Authorization Card
</TABLE>
<PAGE> 1
[PERKINS COIE LETTERHEAD]
May 16, 1997
Shurgard Storage Centers, Inc.
Suite 2200
1201 Third Avenue
Seattle, WA 98101
Gentlemen and Ladies:
We have acted as counsel to you in connection with the proceedings for the
authorization and issuance by Shurgard Storage Centers, Inc. (the "Company") of
up to 3,000,000 shares (the "Shares") of the Company's Class A Common Stock, par
value $0.001 per share, under the Company's Dividend Reinvestment Plan, and the
preparation and filing of a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), which you are filing with the Securities and Exchange
Commission with respect to the Shares.
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed necessary for the purpose
of this opinion. Based upon the foregoing, we are of the opinion that upon the
happening of the following events:
(a) the filing and effectiveness of the Registration Statement and any
amendments thereto,
(b) due execution by the Company and registration by its registrar of
the Shares,
(c) the offering and sale of the Shares as contemplated by the
Registration Statement, and
(d) receipt by the Company of the consideration required for the
Shares as contemplated by the Registration Statement,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments, and to the reference to our firm in the Prospectus of
the Registration Statement under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.
Very truly yours,
PERKINS COIE
<PAGE> 1
This is not a proxy.
SHURGARD STORAGE CENTERS, INC.
DIVIDEND REINVESTMENT PLAN AUTHORIZATION CARD
TO GEMISYS TRANSFER AGENTS ("GEMISYS")
I hereby appoint you as my Agent, subject to the Terms and Conditions of the
Dividend Reinvestment Plan of Shurgard Storage Centers, Inc. ("Shurgard"), set
forth in the accompanying Prospectus, and authorize you, to the extent
indicated, to apply all cash dividends payable to me on Shurgard Shares to
purchase full Shares and fractional Shares of Shurgard.
This appointment relates only to the Shares held by me in the account listed
below and all full Shares and fractional Shares acquired under the Plan. I
understand that I may terminate my participation at any time by notifying you in
writing.
I wish to participate in the Dividend Reinvestment Plan on the following basis.
(Please select one option).
[ ] FULL DIVIDEND REINVESTMENT. I want to reinvest dividends on all
Shares of Shurgard Common Stock registered in my name or held for
me in the Plan by Gemisys.
[ ] PARTIAL DIVIDEND REINVESTMENT. I want to reinvest dividends on
only ________ Shares of Shurgard Common Stock registered in my
name. I understand that dividends on all Shares held for me in the
Plan by Gemisys will be reinvested.
If your shares are held by a broker, bank or nominee, you do not have to
complete this Authorization Card. Please ask your broker, bank or nominee to
enroll you in the Plan.
PLEASE TYPE OR PRINT:
------------------------------------------------------
------------------------------------------------------
Name(s) of Participant(s) (as it appears on your stock certificate(s) and/or
dividend check)
------------------------------------------------------
Street Address
------------------------------------------------------
City State Zip
------------------------------------------------------
Country
( )
------------------------------------------------------
Telephone Number
------------------------------------------------------
------------------------------------------------------
Signature(s) of Plan Participant(s) (as it appears on your stock certificate(s)
and/or dividend check)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
=== === === === === === === === ===
</TABLE>
Social Security Number or Taxpayer ID Number
------------------------------------------------------
Date
MOISTEN AND SEAL HERE (ADHESIVE ON CARD).
