SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-B
FOR REGISTRATION OF SECURITIES
OF CERTAIN SUCCESSOR ISSUERS
FILED 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)
Washington 91-1080141
-------------- ---------------
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
1201 Third Avenue, Suite 2200
Seattle, WA 98101
- ----------------------------- ---------------
(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Class A Common Stock, New York Stock Exchange
par value $0.001 per share
Preferred Share Purchase New York Stock Exchange
Rights, par value $0.001
share
8.80% Series B Cumulative New York Stock Exchange
Redeemable Preferred
Stock, par value $0.001
per share
Securities to be registered pursuant to Section 12(g) of the
Act:
None
----------------
(Title of Class)
Item 1. General Information
The Registrant is a corporation that was incorporated in
the state of Washington on May 6, 1997. The Registrant's
fiscal year ends on December 31.
Item 2. Transaction of Succession
The Registrant's predecessor, Shurgard Storage
Centers, Inc., a Delaware corporation (the "Predecessor"),
had Class A Common Stock, par value $0.001 per share (the "Class A
Common Stock"), Preferred Share Purchase Rights, par value $0.001
per share (the "Rights"), and 8.80% Series B Cumulative
Redeemable Preferred Stock, par value $0.001 per share
(the "Series B Preferred Stock"), registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as
amended, at the time of succession.
The transaction of succession was a reincorporation.
On May 14, 1997, the Predecessor changed its state of
incorporation from the state of Delaware to the state of
Washington through a merger with the Registrant, which was a
wholly owned subsidiary of the Predecessor (the
"Reincorporation"). The Reincorporation was approved by the
Predecessor's stockholders at the annual meeting of
stockholders held on May 13, 1997. In the
Reincorporation, each share of capital stock in the
Predecessor was exchanged for an identical share of capital
stock in the Registrant.
Item 3. Securities to be Registered
With respect to the Class A Common Stock, 120,000,000
shares are currently authorized, 27,690,308 shares are
currently issued and no shares are held by or for the account
of the Registrant.
The Rights are currently evidenced by a legend on
the certificates representing the Class A Common Stock with one
Right being attached to each share of Class A Common Stock.
Upon the occurrence of certain events, the Rights will
separate from the Class A Common Stock and will be
exercisable for shares of the Registrant's Series A Junior
Participating Preferred Stock (the "Series A Preferred
Stock"). With respect to the Series A Preferred Stock,
2,800,000 shares are currently authorized and no shares are
currently issued.
With respect to the Series B Preferred Stock,
2,000,000 shares are currently authorized, 2,000,000 shares
are currently issued and no shares are held by or for the
account of the Registrant.
Item 4. Description of Securities to be Registered
The description of the Class A Common Stock, set forth
under the heading "Description of Common Stock--Term"; "--
Restrictions on Ownership"; and "--Transfer Agent" in the
Prospectus dated February 20, 1997, contained in the
Predecessor's Registration Statement on Form S-3 (File No.
333-21273), is incorporated herein by reference. The
statements contained therein describing the Class A Common
Stock are subject to and qualified in their entirety by
reference to the applicable provisions of the
Registrant's Articles of Incorporation and Restated Bylaws.
The description of the Rights, set forth under the
heading "Description of Common Stock--Stockholder Rights
Plan" in the Prospectus dated February 20, 1997,
contained in the Predecessor's Registration Statement on Form S-3
(File No. 333-21273), is incorporated herein by reference.
The description of the Series B Preferred Stock, set
forth under the heading "Description of Series B Preferred
Stock" in the Prospectus Supplement dated April 16, 1997,
and under the headings "Description of Preferred Stock" and
"Restrictions on Transfers of Capital Stock; Excess Stock"
in the accompanying Prospectus dated February 20, 1997, filed
with the Securities and Exchange Commission (the "SEC")
pursuant to Rule 424(b) on April 16, 1997 and relating
to the Predecessor's Registration Statement on Form S-3
(File No. 333-21273), is incorporated herein by reference.
Item 5. Financial Statements and Exhibits
2.1 Agreement and Plan of Merger, dated May 13, 1997,
between the Predecessor and Shurgard Washington
Corporation, a Washington corporation (incorporated by reference
to Exhibit No. 2.1 filed in the Registrant's Current Report
on Form 8-K filed with the SEC on May 20, 1997).
2.2 Agreement and Plan of Merger dated as of December 19,
1994 (incorporated by reference to Exhibit filed
with the Predecessor's Registration Statement on Form S-4
Amendment No. 2, filed with the SEC on February 8,
1995).
3.1 Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit B contained in the
Predecessor's Definitive Additional Policy Materials on
Form DEFA 14A filed with the SEC on April 29, 1997 in
connection with the Registrant's 1997 Annual Meeting of
Shareholders).
3.2 Restated Bylaws of the Registrant (incorporated by
reference to Exhibit No. 3.4 filed with the
Registrant's Current Report on Form 8-K filed with the
SEC on May 20, 1997).
4.1 Rights Agreement between the Predecessor and
Gemisys Corporation dated as of March 17, 1994 (the
"Rights Agreement") (incorporated by reference to Exhibit
filed with the Predecessor's Registration Statement on
Form 8-A filed with the SEC on March 17, 1994).
4.2 First Amendment to Rights Agreement dated as of May
13, 1997.
4.3 Designation of Rights and Preferences of Series A
Junior Participating Preferred Stock of Registrant
(incorporated by reference to Exhibit No. 3.2 filed with
the Registrant's Current Report on Form 8-K filed with
the SEC on May 20, 1997).
4.4 Designation of Rights and Preferences of 8.80% Series
B Cumulative Redeemable Preferred Stock of the
Registrant (incorporated by reference to Exhibit No. 3.3
filed with the Registrant's Current Report on Form 8-K
filed with the SEC on May 20, 1997).
4.5 Form of 7-1/2% Notes Due 2004 (incorporated by reference
to Exhibit No.4.1 filed with the Predecessor's Current Report
on Form 8-K filed with the SEC on April 23, 1997).
4.6 Form of 7-5/8% Notes Due 2007 (incorporated by reference
to Exhibit No.4.2filed with the Predecessor's Current Report
on Form 8-K filed with the SEC on April 23, 1997).
10.1 Amended and Restated Loan Agreement between Nomura
Asset Capital Corp., as Lender, and SSC Property
Holdings, Inc., as Borrower, dated as of June 8, 1994
(incorporated by reference to Exhibit filed with
the Predecessor's Registration Statement on Form S-4,
Amendment No. 2, filed with the SEC on February 8,
1995).
10.2 Amended and Restated Collection Account and
Servicing Agreement among SSC Property Holdings, Inc.,
Pacific Mutual Life Insurance Company, LaSalle National
Bank and Nomura Asset Capital Corp. dated as of June
8, 1994 (incorporated by reference to Exhibit filed
with the Predecessor's Registration Statement on Form S-
4, Amendment No. 2, filed with the SEC on February 8, 1995).
10.3 Amended and Restated 1993 Stock Option Plan (incorporated
by reference to Exhibit No. 10.7 filed with the
Predecessor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the SEC
on March 31, 1995).
10.4 Amended and Restated Stock Incentive Plan for
Nonemployee Directors (incorporated by reference to
Exhibit No. 10.7 filed with the Predecessor's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996 filed with the SEC on March 17, 1997).
10.5 1995 Long-Term Incentive Compensation Plan (incorporated
by reference to Appendix B filed as part of the
Predecessor's definitive Proxy Statement dated June 8,
1995 filed on Schedule 14A filed with the SEC on June 6,
1995).
10.6 Form of Business Combination Agreement, together
with schedule of actual agreements (incorporated by
reference to Exhibit No. 10.9 filed with the
Predecessor's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed with the SEC on March
17, 1997).
10.7 Amended and Restated Loan Agreement among the
Predecessor, Seattle-First National Bank, KeyBank of
Washington, U.S. Bank of Washington and LaSalle
National Bank dated September 9, 1996 (incorporated
by reference to Exhibit No. 99.40 filed with the
Predecessor's Schedule 13E-3/A Amendment No. 11 filed
with the SEC on October 12, 1996).
10.8 First Amendment to Amended and Restated Loan Agreement
among the Predecessor, Seattle-First National Bank,
KeyBank of Washington, U.S. Bank of Washington and
LaSalle National Bank dated November 14, 1996.
10.9 Second Amendmentto Amended and Restated Loan
Agreement among the Predecessor, Seattle-First National
Bank, KeyBank of Washington, U.S. Bank of Washington and
LaSalle National Bank dated March 12, 1997 (incorporated
by reference to Exhibit No. 10.10 filed with the
Predecessor's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 filed with the SEC on March
17, 1997).
10.10Indenture between the Predecessor and LaSalle
National Bank, as Trustee, dated April 24, 1997
(incorporated by reference to Exhibit No. 10 filed with
the Predecessor's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 filed with the SEC
on May 15, 1997).
11.1 Statement re: Computation of NetIncome Per Share
(incorporated by reference to Exhibit No. 11.1 filed
with the Predecessor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 filed with the SEC on
March 17, 1997).
11.2 Statement re: Computation ofEarnings Per Share
(incorporated by reference to Exhibit No. 11.1 filed
with the Predecessor's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997 filed with
the SEC on May 15, 1997).
12.1 Statement re: Computation of Earnings to Fixed
Charges (incorporated by reference to Exhibit No. 12.1
filed with the Predecessor's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 filed with the
SEC on March 17,
1997).
21.1 Subsidiaries of Registrant (incorporated by reference
to Exhibit No. 21.1 filed with the Predecessor's Annual
Report on Form 10-K for the fiscal year ended December
31, 1996 filed with the SEC on March 17, 1997).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
SHURGARD STORAGE CENTERS, INC.
/s/ Harrell L. Beck
-------------------
Harrell L. Beck
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: July 11, 1997
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated May 13,
1997, between the Predecessor and Shurgard Washington
Corporation, a Washington corporation (incorporated by
reference to Exhibit No. 2.1 filed in the
Registrant's Current Report on Form 8-K
filed with the Securities and Exchange
Commission (the "SEC") on May 20, 1997).
2.2 Agreement and Plan of Merger dated as of
December 19, 1994 (incorporated by
reference to Exhibit filed with the
Predecessor's Registration Statement on Form
S-4, Amendment No. 2, filed with the SEC
on February 8, 1995).
3.1 Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit B
contained in the Predecessor's Definitive
Additional Policy Materials on Form DEFA
14A filed with the SEC on April 29,
1997 in connection with the Registrant's
1997 Annual Meeting of Shareholders).
3.2 Restated Bylaws of the Registrant
(incorporated by reference to Exhibit No. 3.4
filed with the Registrant's Current Report
on Form 8-K filed with the SEC on May 20,
1997).
4.1 Rights Agreement between the Predecessor and
Gemisys Corporation dated as of March 17,
1994 (the "Rights Agreement")
(incorporated by reference to Exhibit filed with
the Predecessor's Registration Statement
on Form 8-A filed with the SEC on March 17, 1994).
4.2 First Amendment to Rights Agreement dated as
of May 13, 1997.
4.3 Designation of Rights and Preferences of
Series A Junior Participating Preferred Stock
of Registrant (incorporated by reference to
Exhibit No. 3.2 filed with the Registrant's
Current Report on Form 8-K filed with the SEC
on May 20, 1997).
4.4 Designation of Rights and Preferences of 8.80%
Series B Cumulative Redeemable Preferred Stock
of the Registrant (incorporated by reference
to Exhibit No. 3.3 filed with the Registrant's
Current Report on Form 8-K filed with the SEC
on May 20, 1997).
4.5 Form of 7-1/2% Notes Due 2004 (incorporated by
reference to Exhibit No. 4.1 filed with the
Predecessor's Current Report on Form 8-K filed
with the SEC on April 23, 1997).
4.6 Form of 7-5/8% Notes Due 2007 (incorporated by
reference to Exhibit No. 4.2 filed with the
Predecessor's Current Report on Form 8-K filed
with the SEC on April 23, 1997).
10.1 Amended and Restated Loan Agreement between
Nomura Asset Capital Corp., as Lender, and SSC
Property Holdings, Inc., as Borrower, dated as
of June 8, 1994 (incorporated by reference to
Exhibit filed with the Predecessor's
Registration Statement on Form S-4, Amendment
No. 2, filed with the SEC on February 8,
1995).
10.2 Amended and Restated Collection Account and
Servicing Agreement among SSC Property
Holdings, Inc., Pacific Mutual Life Insurance
Company, LaSalle National Bank and Nomura
Asset Capital Corp. dated as of June 8, 1994
(incorporated by reference to Exhibit filed
with the Predecessor's Registration Statement
on Form S-4, Amendment No. 2, filed with the
SEC on February 8, 1995).
10.3 Amended and Restated 1993 Stock Option Plan
(incorporated by reference to Exhibit No. 10.7
filed with the Predecessor's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994 filed with the SEC on March
31, 1995).
10.4 Amended and Restated Stock Incentive Plan for
Nonemployee Directors (incorporated by
reference to Exhibit No. 10.7 filed with the
Predecessor's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 filed
with the SEC on March 17, 1997).
10.5 1995 Long-Term Incentive Compensation Plan
(incorporated by reference to Appendix B filed
as part of the Predecessor's definitive Proxy
Statement dated June 8, 1995 filed on
Schedule 14A filed with the SEC on June 6,
1995).
10.6 Form of Business Combination Agreement,
together with schedule of actual agreements
(incorporated by reference to Exhibit No. 10.9
filed with the Predecessor's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1996 filed with the SEC on
March 17, 1997).
10.7 Amended and Restated Loan Agreement among the
Predecessor, Seattle-First National Bank,
KeyBank of Washington, U.S. Bank of Washington
and LaSalle National Bank dated September 9,
1996 (incorporated by reference to Exhibit
No. 99.40 filed with the Predecessor's
Schedule 13E-3/A, Amendment No. 11 filed with
the SEC on October 12, 1996).
10.8 First Amendment to Amended and Restated Loan
Agreement among the Predecessor, Seattle-First
National Bank, KeyBank of Washington, U.S.
Bank of Washington and LaSalle National Bank
dated November 14, 1996.
10.9 Second Amendment to Amended and Restated Loan
Agreement dated March 12, 1997 (incorporated
by reference to Exhibit No. 10.10 filed with
the Predecessor's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996
filed with the SEC on March 17, 1997).
10.10 Indenture between the Predecessor and LaSalle
National Bank, as Trustee, dated April 24,
1997 (incorporated by reference to Exhibit
No. 10 filed with the Predecessor's Quarterly
Report on Form 10-Q for the quarterly period
ended March 31, 1997 filed with the SEC on
May 15, 1997).
11.1 Statement re: Computation of Net Income Per
Share (incorporated by reference to Exhibit
No. 11.1 filed with the Predecessor's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the SEC on
March 17, 1997).
11.2 Statement re: Computation of Earnings Per
Share (incorporated by reference to Exhibit
No. 11.1 filed with the Predecessor's
Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997 filed
with the SEC on May 15, 1997).
12.1 Statement re: Computation of Earnings to
Fixed Charges (incorporated by reference to
Exhibit No. 12.1 filed with the Predecessor's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 filed with the SEC on
March 17, 1997).
21.1 Subsidiaries of Registrant (incorporated by
reference to Exhibit No. 21.1 filed with the
Predecessor's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 filed
with the SEC on March 17, 1997).
EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement is made as of
May 13, 1997, by and among Shurgard Storage Centers, Inc., a
Delaware corporation (the "Company"), and Gemisys Corporation, a
California corporation (the "Rights Agent"), and amends the
Rights Agreement, dated March 17, 1994, between the Company and
the Rights Agent (the "Rights Agreement").
WHEREAS, the Company may reincorporate from the state of
Delaware to the state of Washington by merging with a wholly
owned subsidiary, Shurgard Washington Corporation, a Washington
corporation.
WHEREAS, the parties did not intend the Rights Agreement to
be applicable to a merger of the Company with a wholly owned
subsidiary for the purposes of effecting a change in the
Company's state of incorporation.
NOW, THEREFORE, the parties hereto agree that clause (a)
Section 13 of the Rights Agreement is hereby amended in its
entirety to read as follows:
"(a) the Company consolidates with, or merges with and
into, any other Person (except for a merger with a
wholly owned subsidiary of the Company for purposes of
effecting a change in the Company's state of
incorporation),"
Except as amended hereby, the Rights Agreement shall remain
in full force and effect. This Amendment may be signed in any
number of counterparts, each of which shall for all purposes be
an original, and all of which shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date written above.
SHURGARD STORAGE CENTERS, INC.
By /s/ Charles K. Barbo
--------------------
Title: Chairman
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GEMISYS CORPORATION
By /s/ Darrall E. Robbins
----------------------
Title: President
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EXHIBIT 10.8
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT ("Amendment") is made as of November 14, 1996 by and
among BANK OF AMERICA NW, N.A., successor by name change to
Seattle-First National Bank, doing business as SEAFIRST BANK
("Seafirst Bank"), a national banking association; KEY BANK OF
WASHINGTON, a Washington corporation; U.S. BANK OF WASHINGTON,
N.A., a national banking association and successor to West One
Bank, Washington; and LASALLE NATIONAL BANK, a national
banking association (each individually a "Lender" and
collectively the "Lenders"); SEAFIRST BANK as agent for
Lenders (the "Agent"); and SHURGARD STORAGE CENTERS, INC., a
Delaware corporation ("Borrower").
RECITALS
A. Lenders, Agent and Borrower are parties to that
certain Amended and Restated Loan Agreement dated as of
September 9, 1996 (the "Loan Agreement").
B. Borrower has requested, and Lenders and Agent have
agreed, to amend the Loan Agreement upon certain terms and
conditions contained in this Agreement.
NOW, THEREFORE, Lenders, Agent and Borrower agree as
follows:
AMENDMENT
1. Capitalized Terms
Capitalized terms not otherwise defined in this Amendment
shall have the meanings set forth in the Loan Agreement.
2. Amendments to Loan Agreement
The definition of "Commitment" found in Section 1.1 of
the Loan Agreement shall be amended to read as follows:
"Commitment" means (a) subject to clause (c) below,
between the date of this Agreement and the earlier of the
Nomura Substitution Date or the Merger Date, One Hundred Five
Million Dollars ($105,000,000); (b) if the earlier of the
Nomura Substitution Date or the Merger Date occurs prior to
March 31, 1997, then between such earlier date and March 31,
1997, One Hundred Seventy-Five Million Dollars ($175,000,000)
and, after March 31, 1997, One Hundred Million Dollars
($100,000,000); and (c) if the earlier of the Nomura
Substitution Date or the Merger Date does not occur prior to
March 31, 1997, Fifty Million Dollars ($50,000,000) from and
after March 31, 1997.
The following is added as a new definition in Section 1.1
of the Loan Agreement:
"Merger Date" means the first date when the condition set
forth in Section 3.5(b) has been satisfied.
3. Negative Pledge Property Designation
Borrower designates the properties listed on Exhibit A,
attached hereto and incorporated herein by this reference, as
Negative Pledge Properties. This Amendment shall constitute a
Negative Pledge Designation Notice as defined Section 4.1 of
the Loan Agreement.
4. Amended Quarterly Compliance Certificate
The Lenders and Agent agree that Borrower may amend its
Quarterly Compliance Certificate (the "Amended Quarterly
Compliance Certificate") for the fiscal quarter ending
September 30, 1996 to include the Negative Pledge Properties
designated on Exhibit A of this Amendment for the entire
fiscal quarter ending September 30, 1996, notwithstanding the
fact that such properties were not designated until the date
of this Amendment. The Amended Quarterly Compliance
Certificate shall be deemed, for all purposes, to be the
Quarterly Compliance Certificate described in Section 7.8(c)
of the Loan Agreement for the fiscal quarter ending
September 30, 1996, and the Available Amount for the
Applicable Measurement Period beginning on the date of
Borrower's submission to Agent of the Amended Quarterly
Compliance Certificate, shall be calculated in accordance with
the Amended Quarterly Compliance Certificate.
5. Counterpart; Effectiveness of Amendment
This Amendment may be executed in any number of
counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall
constitute one and the same agreement. This Amendment shall
become effective immediately upon the execution and delivery
hereof by Borrower, Agent and each Lender.
6. Representations and Warranties
Borrower hereby repeats the representations and
warranties set forth in Article 6 of the Loan Agreement on and
as of the date hereof.
7. Loan Agreement Remains in Effect
Except as expressly amended by this Amendment, the Loan
Agreement shall remain in full force and effect. Without
limiting the generality of the foregoing sentence, all
Quarterly Compliance Certificates other than the Amended
Quarterly Compliance Certificate shall be prepared in
accordance with the Loan Agreement without regard to this
Amendment.
8. Choice of Law
This Amendment shall be governed by and construed in
accordance with the laws of the state of Washington without
regard to principles of conflicts of laws.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN
MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers or
agents thereunto duly authorized as of the date first above
written.
BORROWER:
SHURGARD STORAGE CENTERS, INC.
By /s/ Harrell Beck
------------------
Its-----------------
Address: 1201 Third Avenue
Suite 2200 Seattle,
WA 98101
Attn: Kristin Stred
Telephone: (206) 624-8100
Telefax: (206) 624-1645
Pro Rata Share of
Total Commitment LENDERS:
From Closing until SEAFIRST BANK
March 31, 1997:
$72,500,000 41.42857% By /s/ Robert Peters After
----------------------
Its Vice President
----------------------
After March 31, 1997: Address: Columbia Seafirst Center
$30,300,000 30.3% Floor 11
701 Fifth Avenue
Seattle, WA 98104
Attn: Robert Peters
Metropolitan Commercial
Banking Division
Telephone:(206) 358-3133
Telefax: (206) 585-1794
From Closing until KEY BANK OF WASHINGTON
March 31, 1997:
$35,000,000 20% By/s/ James Scroggs
------------------
Its VP
----------------
After March 31, 1997:
$24,900,000 24.9% Address: 700 Fifth Avenue
Seattle, WA 98111
Attn: James Scroggs
Telephone: (206) 689-5444
Telefax: (206) 684-6247
From Closing until U.S. BANK OF WASHINGTON, N.A.
March 31, 1997:
$35,000,000 20% By /s/ Matt Rudolf
------------------
Its Vice President
-----------------------
After March 31, 1997:
$24,900,000 24.9% Address: 1420 Fifth Avenue
Floor 11, WWH733
Seattle, WA 98101
Attn: Matt Rudolf
Telephone: (206) 344-4276
Telefax: (206) 344-2332
From Closing until LASALLE NATIONAL BANK
March 31, 1997:
$32,500,000 18.571428% By/s/ Brian Greenblatt
--------------------
Its VP
--------------------
After March 31, 1997:
$19,900,000 19.9% Address: 135 South LaSalle Street
Chicago, IL 60603
Attn: Brian Greenblatt
Telephone:(312) 904-6346
Telefax: (312) 904-6469
AGENT:
SEAFIRST BANK
By /s/ Dora A. Brown
-------------------
Its A.V.P.
------------------
Address: Seafirst Bank
701 Fifth Avenue,
Floor 16
Seattle, WA 98124
Attn: Seafirst Agency
Services
Telephone: (206) 358-0101
Telefax: (206) 358-0971
