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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.
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(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 91-1080141
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1201 Third Avenue, Suite 2200
Seattle, WA 98101
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(Address of principal executive offices) (Zip code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective class of debt securities and is to become
upon filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [ ] effectiveness of a concurrent registration
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 Which
to be so Registered Each Class is to be Registered
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8.80 % Series B Cumulative Redeemable Preferred New York Stock Exchange
Stock, par value $0.001 per share
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's 8.80% Series B Cumulative
Redeemable Preferred Stock, par value $0.001 per share, 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, to be filed with the
Securities and Exchange Commission pursuant to Rule 424(b) (relating to the
Registrant's Registration Statement on Form S-3, Registration No. 333-21273)
under the Securities Act of 1933, as amended, is incorporated herein by
reference.
ITEM 2. EXHIBITS
1. Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3.1 to the Registration Statement on Form
S-4 of Shurgard Storage Centers, Inc., Registration No. 33-57047).
2. Restated Bylaws (incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-K for the year ended December 31, 1995 (filed
March 20, 1996)) of Shurgard Storage Centers, Inc.
3. Form of Certificate of Designations to the Restated
Certificate of Incorporation, as amended, with respect to the Series B
Preferred Stock of the Company.
4. Form of Series B Preferred Stock Certificate.
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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, thereunto duly authorized.
SHURGARD STORAGE CENTERS, INC.
/s/ HARRELL L. BECK
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Harrell L. Beck
Senior Vice President, Chief Financial
Officers and Treasurer
Dated: April 16, 1997
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EXHIBIT 3
CERTIFICATE OF DESIGNATIONS OF
8.80% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK OF
SHURGARD STORAGE CENTERS, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
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SHURGARD STORAGE CENTERS, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "corporation"), hereby
certifies that the following resolution was adopted by a Committee of the Board
of Directors of the Corporation as required by Section 151 of the General
Corporation Law by written consent on April 16, 1997.
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (the "Board of Directors") in accordance
with the provisions of the Certificate of Incorporation, the Board of Directors
hereby creates a series of Preferred Stock, par value $.001 per share, of the
corporation and hereby states the designation and number of shares, and fixes
the relative rights, preferences and limitations thereof as follows:
SECTION 1. DESIGNATION AND AMOUNT
The shares of such series shall be designated as "8.80% Series B
Cumulative Redeemable Preferred Stock" (the "Series B Preferred Stock") and the
number of shares constituting the Series B Preferred Stock shall be 2,300,000.
Such number of shares may be decreased by resolution of the Board of Directors;
provided that no such decrease shall reduce the number of shares of Series B
Preferred Stock to a number less than the number of shares then outstanding.
SECTION 2. RANKING
The Series B Preferred Stock shall, with respect to dividend rights,
rights upon liquidation, winding up or dissolution, and redemption rights, rank
(A) junior to any other class or series of preferred stock hereafter duly
established by the Board of Directors of the corporation, the terms of which
shall specifically provide that such series shall rank senior to the Series B
Preferred Stock as to the payment of dividends, distribution of assets upon
liquidation and redemption rights (the "Senior Preferred Stock"), (B) pari passu
with any other class or series of preferred stock hereafter duly established by
the Board of Directors of the corporation, the terms of which shall specifically
provide that such class or series shall rank pari passu with the Series B
Preferred Stock as to the payment of dividends, distribution of assets upon
liquidation and redemption rights (the "Parity Preferred Stock"), and (C) senior
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to any other class or series of preferred stock or other class or series of
capital stock of or other equity interests in the corporation, including,
without limitation, all classes of the common stock of the corporation, whether
now existing or hereafter created (all of such classes or series of capital
stock and other equity interests of the corporation, including, without
limitation, the Class A Common Stock, the Class B Common Stock, and the Series A
Junior Participating Preferred Stock of the corporation, are collectively
referred to herein as the "Junior Stock").
SECTION 3. DIVIDENDS AND DISTRIBUTIONS
(A) Subject to the rights of series of Preferred Stock which may from time
to time come into existence, holders of the then outstanding Series B Preferred
Stock shall be entitled to receive, when and as declared by the Board of
Directors, out of funds legally available for the payment of dividends,
cumulative preferential cash dividends at the rate of 8.80% of the liquidation
preference per annum. Such dividends shall accumulate and be cumulative from the
date of original issue and shall be payable in equal amounts quarterly in
arrears on the last day of March, June, September and December or, if not a
business day, the next succeeding business day (each, a "Distribution Payment
Date"). The first dividend, which will be paid on June 30, 1997, will be for
less than a full quarter. Such first dividend and any dividend distribution
payable on Series B Preferred Stock for any partial distribution period will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Distributions will be payable to holders of record as they appear in the share
records of the corporation at the close of business on the applicable record
date, which shall be on the first day of the calendar month in which the
applicable Distribution Payment Date falls or on such other date designated by
the Board of Directors of the corporation for the payment of distributions that
is not more than 30 or less than 10 days prior to such Distribution Payment Date
(each, a "Distribution Record Date").
(B) Distributions on Series B Preferred Stock will accumulate and be
cumulative whether or not the corporation has earnings, whether or not there are
funds legally available for the payment of such distributions and whether or not
such distributions are earned, declared or authorized. No interest, or sum of
money in lieu of interest, shall be payable in respect of any distribution
payment or payments on Series B Preferred Stock which may be in arrears.
Distributions paid on the Series B Preferred Stock in an amount less than the
total amount of such dividends at the time accumulated and payable on such
shares shall be allocated pro rata on a per share basis among all such shares at
the time outstanding.
(C) If, for any taxable year, the corporation elects to designate as
"capital gain dividends " (as defined in Section 857 of the Internal Revenue
code of 1986, as amended, or any successor revenue code or section (the "Code"))
any portion (the "Capital Gains Amount") of the total dividends (as determined
for
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federal income tax purposes) paid or made available for the year to holders
of all classes of capital stock (the "Total Distributions"), then the portion of
the Capital Gains Amount that shall be allocable to holders of Series B
Preferred Stock shall be in the same percentage that the total dividends (as
determined for federal income tax purposes) paid or made available to the
holders of Series B Preferred Stock for the year bears to the Total
Distributions.
(D) If any shares of Series B Preferred Stock are outstanding, no
distributions shall be declared or paid or set apart for payment on any shares
of any other series of Parity Preferred Stock of the corporation for any period
unless full cumulative distributions have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment thereof set apart for
such payments on shares of Series B Preferred Stock for all past distribution
periods and the then current distribution period. When distributions are not
paid in full (or a sum sufficient for such full payment is not set apart) upon
the shares of Series B Preferred Stock and the shares of Parity Preferred Stock,
all distributions declared upon shares of Series B Preferred Stock and Parity
Preferred Stock shall be declared pro rata so that the amount of distributions
declared per share on Series B Preferred Stock and such Parity Preferred Stock
shall in all cases bear to each other the same ratio that accrued distributions
per share on Series B Preferred Stock and such Parity Preferred Stock bear to
each other.
(E) Except as provided in Section 3(D) of this Certificate of
Designations, unless full cumulative distributions on shares of Series B
Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, no distributions
(other than in shares of Common Stock or other Junior Stock) shall be declared
or paid or set aside for payment or other distribution shall be declared or made
upon the shares of Common Stock or any other Junior Stock or Parity Stock of the
corporation, nor shall any shares of Common Stock or any other Junior Stock or
Parity Stock be redeemed, purchased or otherwise acquired for any consideration
(or any moneys be paid to or made available for a sinking fund for the
redemption of any such capital stock) by the corporation (except by conversion
into or exchange for other Junior Stock).
(F) Any distribution payment made on shares of Series B Preferred Stock
shall first be credited against the earliest accumulated but unpaid distribution
due with respect to shares of Series B Preferred Stock which remain payable.
(G) No distributions on the Series B Preferred Stock shall be authorized
by the Board of Directors of the corporation or be paid or set apart for payment
by the corporation at such time as the terms and provisions of any agreement of
the corporation, including any agreement relating to its indebtedness, prohibits
such authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder if such authorization or payment shall be
restricted or prohibited by law.
(H) Except as provided in this Section 3 and in Section 4 of this
Certificate of Designations, the Series B Preferred Stock shall not be entitled
to participate in the earnings or assets of the corporation.
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SECTION 4. LIQUIDATION, DISSOLUTION OR WINDING UP
Subject to the rights of series of Preferred Stock which may from time to
time come into existence, upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation, then, before any
distribution or payment shall be made to the holders of any Junior Stock, the
holders of shares of Series B Preferred Stock shall be entitled to receive out
of assets of the corporation legally available for distribution to stockholders,
liquidation distributions in the amount of the liquidation preference of $25.00
per share in cash or property having a fair market value as determined by the
Board of Directors valued at $25.00 per share, plus an amount equal to all
distributions accumulated and unpaid at the date of such liquidation,
dissolution or winding up. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of Series B
Preferred Stock will have no right or claim to any of the remaining assets of
the corporation. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation, the
available assets of the corporation are insufficient to pay the amount of the
liquidation distributions on all outstanding shares of Series B Preferred Stock
and the corresponding amounts payable on all shares of Parity Preferred Stock,
then the holders of shares of Series B Preferred Stock and Parity Preferred
Stock shall share ratably in any such distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be respectively
entitled.
SECTION 5. CONSOLIDATION, MERGER, ETC.
A consolidation or merger of the corporation with or into any other entity
or entities, or a sale, lease, transfer, conveyance or disposition of all or
substantially all of the assets of the corporation or a statutory share exchange
in which stockholders of the corporation may participate, shall not be deemed to
be a liquidation, dissolution or winding up of the affairs of the corporation
within the meaning of Section 4 of this Certificate of Designations.
SECTION 6. VOTING RIGHTS
(A) Except as indicated in this Section 6, except as may be required by
applicable law, or, at any time Series B Preferred Stock are listed on a
securities exchange, as may be required by the rules of such exchange, the
holders of shares of Series B Preferred Stock will have no voting rights.
(B) If six quarterly distributions (whether or not consecutive) payable on
shares of Series B Preferred Stock are in arrears, whether or not earned or
declared, the number of directors then constituting the Board of Directors of
the corporation will be increased by two, and the holders of shares of Series B
Preferred Stock, voting together as a class with the holders of shares of any
other series of Preferred Stock upon which like voting rights have been
conferred and are exercisable (any such other series, the "Voting Preferred
Stock"), will have the right to elect two directors to serve on the
corporation's Board of Directors at any annual meeting of stockholders or a
special meeting of the holders of Series B Preferred Stock and such other Voting
Preferred Stock called by the holders of record of at least 10% of any
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series of Preferred Stock so in arrears (unless such request is received less
than 90 days before the date fixed for the next annual or special meeting of the
stockholders), until all such distributions have been declared and paid or set
aside for payment. The term of office of all directors so elected will terminate
with the termination of such voting rights.
(C) The approval of two-thirds of the outstanding Series B Preferred Stock
voting as a single class is required in order to (i) amend, alter or repeal any
provision of this Certificate of Designations, whether by merger, consolidation
or otherwise (an "Event"), so as to materially and adversely affect the rights,
preferences, privileges or voting power of the holders of shares of Series B
Preferred Stock, provided, however, an Event will not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers of
the Series B Preferred Stock, in each such case, where each share of Series B
Preferred Stock remains outstanding without a material change to its terms and
rights or is converted into or exchanged for preferred stock of the surviving
entity having preferences, conversion and other rights, privileges, voting
powers, restrictions, limitations as to distributions, qualifications and terms
or conditions of redemption thereof identical to that of a share of Series B
Preferred Stock, or (ii) authorize, reclassify, create, or increase the
authorized or issued amount of any class or series of stock having rights senior
to Series B Preferred Stock with respect to the payment of distributions or
amounts upon liquidation, dissolution or winding up of the affairs of the
corporation or to create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase such shares. However, the
corporation may create additional classes of Parity Preferred Stock and Junior
Stock, increase the authorized number of shares of Parity Preferred Stock and
Junior Stock and issue additional series of Parity Preferred Stock and Junior
Stock without the consent of any holder of Series B Preferred Stock or Voting
Preferred Stock.
(D) Except as provided above and as required by law, or, at any time
Series B Preferred Stock are listed on a securities exchange, as may be required
by the rules of such exchange, the holders of Series B Preferred Stock are not
entitled to vote on any merger or consolidation involving the corporation, on
any share exchange or on a sale of all or substantially all of the assets of the
corporation.
(E) In any matter in which the Series B Preferred Stock are entitled to
vote (as provided in this Section 6, as may be required by law or as may be
required by the rules of any securities exchange on which the Series B Preferred
Stock are listed, including any action by written consent, each share of Series
B Preferred Stock shall be entitled to one vote.
(F) Except as set forth herein, or as otherwise provided by law or by the
rules of any securities exchange on which the Series B Preferred Stock are
listed, holders of Series B Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.
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SECTION 7. REACQUIRED SHARES
Any shares of Series B Preferred Stock redeemed, purchased, exchanged or
otherwise acquired by the corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be issued or classified as part of a new series of Preferred Stock, but not
as Series B Preferred Stock, subject to the conditions and restrictions on
issuance set forth herein, in the charter of the corporation, or in any other
Certificate of Designations creating a series of Preferred Stock or any similar
stock or as otherwise required by law.
SECTION 8. REDEMPTION
(A) Shares of Series B Preferred Stock are not redeemable prior to June
30, 2002. On and after June 30, 2002, the corporation at its option upon not
less than 30 or more than 60 days' written notice, may redeem outstanding shares
of Series B Preferred Stock, in whole or in part, at any time or from time to
time, for cash at a redemption price of $25.00 per share, plus an amount equal
to all distributions accumulated and unpaid thereon to the date fixed for
redemption, without interest to the extent the corporation will have funds
legally available therefor. The redemption price of shares of Series B Preferred
Stock (other than the portion thereof consisting of accrued and unpaid
distributions) is payable solely out of proceeds from the sale of other capital
stock of the corporation, which may include Common Stock, Preferred Stock,
depositary shares, interests, participations or other ownership interests in the
corporation however designated, and any rights (other than debt securities
converted into or exchangeable for capital stock), warrants or options to
purchase any thereof, and not from any other source. Holders of shares of Series
B Preferred Stock to be redeemed shall surrender such shares of Series B
Preferred Stock at the place designated in such notice and shall be entitled to
the redemption price and any accrued and unpaid distributions payable upon such
redemption following such surrender. If fewer than all of the outstanding shares
of Series B Preferred Stock are to be redeemed, the number of shares to be
redeemed will be determined by the corporation and such shares may be redeemed
pro rata from the holders of record of such shares in proportion to the number
of such shares held by such holders (with adjustments to avoid redemption of
fractional shares) or by lot in a manner determined by the corporation.
(B) Unless full cumulative distributions on all shares of Series B
Preferred Stock and Parity Stock shall have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past distribution periods and the then current
distribution period, no shares of Series B Preferred Stock or Parity Stock shall
be redeemed unless all outstanding shares of Series B Preferred Stock and Parity
Preferred Stock are simultaneously redeemed; provided, however, that the
foregoing shall not prevent the purchase or acquisition of shares of Series B
Preferred Stock or Parity Stock pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of Series B Preferred Stock
or Parity Preferred Stock, as the case may be. Furthermore, unless full
cumulative distributions on all outstanding shares of Series B
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Preferred Stock and Parity Preferred Stock have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for payment for all past distribution periods and the then current
distribution period, the corporation shall not purchase or otherwise acquire
directly or indirectly any share of Series B Preferred Stock or Parity Preferred
Stock (except by conversion into or exchange for shares of capital stock of the
corporation ranking junior to Series B Preferred Stock and Parity Preferred
Stock as to distributions and upon liquidation).
(C) Notice of redemption will be given by publication in a newspaper of
general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 or more than 60 days
prior to the redemption date. A similar notice will be mailed, postage prepaid,
at least 30 days but not more than 90 days before the redemption date, to each
holder of record of shares of Series B Preferred Stock at the address shown on
the share transfer books of the corporation. Each notice shall state: (i) the
redemption date; (ii) the number of shares of Series B Preferred Stock to be
redeemed; (iii) the redemption price per share; (iv) the place or places where
certificates for shares of Series B Preferred Stock are to be surrendered for
payment of the redemption price; and (v) that distributions on shares of Series
B Preferred Stock will cease to accrue on such redemption date. No failure to
give such notice or any defect thereto or in the mailing thereof shall affect
the validity of the proceeding for the redemption of any Series B Preferred
Stock except as to the holder to whom notice was defective or not given. If
fewer than all shares of Series B Preferred Stock are to be redeemed, the notice
mailed to each such holder thereof shall also specify the number of shares of
Series B Preferred Stock to be redeemed from each such holder. If notice of
redemption of any shares of Series B Preferred Stock has been given and if the
funds necessary for such redemption have been set aside by the corporation in
trust for the benefit of the holders of shares of Series B Preferred Stock so
called for redemption, then from and after the redemption date, distributions
will cease to accrue on such shares of Series B Preferred Stock, such shares of
Series B Preferred Stock shall no longer be deemed outstanding and all rights of
the holders of such shares will terminate, except the right to receive the
redemption price.
(D) The holders of shares of Series B Preferred Stock at the close of
business on a Distribution Record Date will be entitled to receive the
distribution payable with respect to such shares of Series B Preferred Stock on
the corresponding Distribution Payment Date notwithstanding the redemption
thereof between such Distribution Record Date and the corresponding Distribution
Payment Date or the corporation's default in the payment of the distribution
due. Except as provided above, the corporation will make no payment or allowance
for unpaid distributions, whether or not in arrears, on shares of Series B
Preferred Stock which have been called for redemption.
(E) Series B Preferred Stock have no stated maturity and will not be
subject to any sinking fund or mandatory redemption, except as provided in
Section 4.4 of the Charter of the corporation.
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\SECTION 9. REDEMPTION AND STOP TRANSFER FOR REIT QUALIFICATION
Pursuant to the authority granted to the Board of Directors pursuant to
Sections 4.1 and 4.4(c) of the Charter of the corporation, the provisions of
Section 4.4 of such Charter, including, without limitation, the stop transfer
and redemption provisions of Section 4.4(c) and the Excess Stock provisions of
Section 4.4(e), shall, in all cases, apply to the ownership of the Series B
Preferred Stock. For purposes of applying the provisions of such Section 4.4 to
the Series B Preferred Stock, the number of shares of Series B Preferred Stock
held by any Owner (as defined therein) as of any date shall be treated as an
equivalent number of shares of Common Stock determined by multiplying such
number of shares of Series B Preferred Stock held by such Owner by a fraction
the numerator of which is either (a) if such shares are traded on an established
public market, the per share closing value of the Series B Preferred Stock as of
such date or (b) if such shares are not traded on an established public market,
the redemption price of such shares as provided in Section 8 hereof including
any accrued and unpaid distributions thereon, and the denominator of which is
the per share closing value of the Common Stock as of such date.
SECTION 10. NO CONVERSION
The shares of Series B Preferred Stock are not convertible into or
exchangeable for any other property or securities of the corporation, except
that each share of Series B Preferred Stock is convertible into Excess Stock as
provided in the Charter of the corporation.
IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf
of the corporation by its Senior Vice President and Chief Financial Officer and
attested by its Secretary this 16th day of April, 1997.
Harrell L. Beck
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Harrell L. Beck, Senior Vice President
and
Chief Financial Officer
Attest:
Kristin H. Stred
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Kristin H. Stred, Secretary
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EXHIBIT 4
8.80% SERIES B 8.80% SERIES B CUMULATIVE
CUMULATIVE REDEEMABLE REDEEMABLE PREFERRED STOCK
PREFERRED STOCK PAR VALUE $.001
PAR VALUE $.001
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NUMBER SHARES
- -------------------------- --------------------------
INCORPORATED UNDER THE THIS CERTIFICATE IS
LAWS OF THE STATE OF TRANSFERABLE IN THE
DELAWARE CITIES OF DENVER OR NEW
YORK
SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP 82567D 20 3
SHURGARD STORAGE CENTERS, INC.
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE 8.80%
SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK OF
Shurgard Storage Centers, Inc. transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar. Witness the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
SHURGARD
STORAGE CENTERS
Secretary Chairman
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The Corporation is authorized to issue Common Stock, Preferred Stock and
Excess Stock. The Board of Directors of the Corporation has authority to fix the
number of shares and the designation of any series of Preferred Stock and to
determine or alter the rights, preferences, privileges, and restrictions granted
to or imposed upon any unissued shares of Preferred Stock.
The Corporation will furnish to any stockholder, upon request and
without charge, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights, so far as the same shall have been fixed, and of the
authority of the Board of Directors to designate and fix any preferences, rights
and limitations of any wholly unissued series. Any such request should be
addressed to the Secretary of the Corporation at its principal office.
The shares of Preferred Stock represented by this certificate are
subject to restrictions on transfer for the purpose of the Corporation's
maintenance of its status as a real estate investment trust ("REIT") under
Section 856-860 of the Internal Revenue Code of 1986, as amended. Accordingly,
no person may acquire shares of Preferred Stock if such acquisition causes the
Person to Own an amount of such shares in excess of 9.8% (the "Ownership
Limit") of the total outstanding shares of Preferred Stock and Common Stock of
the Corporation. The number of shares of Preferred Stock held shall be
determined in accordance with the provisions of Section 9 of the Certificate of
Designations of 8.80% Series B Cumulative Redeemable Preferred Stock of
Shurgard Storage Centers, Inc. A corporate investor may petition the Board of
Directors to increase the Ownership Limit, which petition the Board of
Directors shall grant unless it determines in good faith that the ownership of
such shares of Preferred Stock and Common Stock may jeopardize the
Corporation's qualification as a REIT; provided, however, that the Board of
Directors shall not be obligated to grant the petition if the Board of
Directors believes, based upon advice from legal counsel, that the granting of
the petition would cause the Board of Directors to breach its fiduciary duty
to the stockholders. Any Person who attempts to Own or becomes the Owner of
shares of Preferred Stock and Common Stock in excess of the above limitation
must immediately notify the Corporation of the proposed or actual transaction
and any transfer in violation of these limitations will not be given effect
and will be voided by the Corporation, the shares of Preferred Stock and Common
Stock in excess of this ownership limit may be redeemed by the Corporation,
and/or such shares will be automatically converted into non dividend-paying
and nonvoting Excess Stock. Excess Stock shall be treated as offered for sale
to the Corporation or its designee for a period of 120 days from the later of
(a) the date of the transfer of shares of Preferred Stock and Common Stock in
excess of the Ownership Limit or (b) the date the Corporation was first
notified of such transfer. The price paid by the Corporation for the Excess
Stock will be determined as set forth in the Corporation's Restated Certificate
of Incorporation, as amended or further restated, which price will not be in
excess of, but may be less than, the amount paid by the Person for the shares
of Preferred Stock and Common Stock in excess of the Ownership Limit. All
capitalized terms in this legend have the meanings defined in the
Corporation's Restated Certificate of Incorporation, as amended or further
restated, a copy of which will be sent without charge to each stockholder upon
such stockholder's written request. This legend summarizes certain of the
restrictions, limitations and requirements attributable to the shares of
Preferred Stock represented by this certificate, which restrictions,
limitations and requirements are fully set forth in the Corporation's Restated
Certificate of Incorporation, as amended or further stated. By acquiring the
shares of Preferred Stock represented by this certificate, the Owner hereof
consents to the restrictions, limitations and requirements attributable to
such shares as contained in the Corporation's Restated Certificate of
Incorporation, as amended or further restated, including without limitation,
those relating to the non dividend-paying characteristic of Excess Stock and
the Owner's obligation, under certain circumstances, to return any
distributions made by the Corporation to the Owner prior to the Corporation's
discovery that any shares of Preferred Stock and Common Stock have been
exchanged for Excess Stock.
The following abbreviations, when used in the inscription of the face of
this certificate, shall be construed as though as were written out in full
according to applicable laws or regulations:
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<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ...................Custodian...............
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act........................................
in common (State)
UNIF TRF MIN ACT -- .............Custodian (until age.........)
(Cust)
....................under Uniform Transfers
(Minor)
to Minors Act..............................
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,___________________________hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated________________________
X_______________________________________________
X_______________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
NOTICE: FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed
By___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
