-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QT8hBjrX6lq1TnAU7JpYchogfHaRizrgpjASiA4XrTdlaAGo7N15VYf1mGe4IP8R sgYu6qGwzFtRG3IY1rpBlg== 0000318380-00-000003.txt : 20000307 0000318380-00-000003.hdr.sgml : 20000307 ACCESSION NUMBER: 0000318380-00-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000303 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHURGARD STORAGE CENTERS INC CENTRAL INDEX KEY: 0000906933 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 911603837 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45339 FILM NUMBER: 560295 BUSINESS ADDRESS: STREET 1: 1155 VALLEY STREET STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2066248100 MAIL ADDRESS: STREET 1: 1155 VALLEY STREET STREET 2: SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: STE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SHURGARD STORAGE CENTERS, INC. ------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.001 Par Value ------------------------------------------------------------------- (Title of Class of Securities) 82567D104 ------------------------------------------------------------------- (CUSIP Number) David Goldberg, 701 Western Avenue, Glendale, California 91201-2349 818/244-8080, ext. 529 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 2000 ------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 82567D104 1 Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Public Storage, Inc. 95-3551121 2 Check the Appropriate Box if a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* WC, BK, AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power 1,859,775 8 Shared Voting Power N/A 9 Sole Dispositive Power 1,859,775 10 Shared Dispositive Power N/A 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,859,775 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 6.4% 14 Type of Reporting Person* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to the Class A Common Stock, $0.001 par value (the "Shares"), of Shurgard Storage Centers, Inc. (the "Issuer"). The address of the principal executive office of the Issuer is 1155 Valley Street, Suite 400, Seattle, Washington 98109. Item 2. Identity and Background This Statement is being filed by Public Storage, Inc. ("PSI"). PSI is a real estate investment trust ("REIT"), organized as a corporation under the laws of California, that primarily acquires, develops, owns and operates mini-warehouse facilities (through direct ownership, as well as general and limited partnership interests). The principal executive offices of PSI are located at 701 Western Avenue, Glendale, California 91201-2349. The directors and executive officers of PSI, their employers, addresses and current positions are listed below. Unless otherwise indicated, each person's address is the same as the address of PSI listed above.
Name of Director or Employer/Address/Nature Executive Officer of PSI of Business Current Position - ------------------------ ----------------------------------- ---------------- B. Wayne Hughes PSI Chairman of the Board and Chief (Executive Officer and Director) Executive Officer Harvey Lenkin PSI President (Executive Officer and Director) B. Wayne Hughes, Jr. PSI Vice President (Officer and Director) Carl B. Phelps PSI Senior Vice President (Executive Officer) John Reyes PSI Senior Vice President and Chief (Executive Officer) Financial Officer Marvin M. Lotz PSI Senior Vice President (Executive Officer and Director) David Goldberg PSI Senior Vice President and General (Executive Officer) Counsel A. Timothy Scott PSI Senior Vice President and Tax (Executive Officer) Counsel Obren B. Gerich PSI Senior Vice President (Executive Officer) David P. Singelyn PSI Vice President and Treasurer (Executive Officer) Sarah Hass PSI Vice President and Secretary (Executive Officer) Robert J. Abernethy American Standard President (Director) Development Company; Self Storage Management Company 5221 West 102nd Street Los Angeles, CA 90045 Developer and operator of mini-warehouses Dann V. Angeloff The Angeloff Company President (Director) 727 West Seventh Street, Suite 331 Los Angeles, CA 90017 Corporate financial advisory firm William C. Baker Coast Newport Properties Chairman of the Board (Director) 4 Civic Plaza, Suite 260 Newport Beach, CA 92660 Real estate brokerage Meditrust Operating Company President 197 First Avenue Needham, MA 02494-9127 Paired share real estate investment trust Thomas J. Barrack, Jr. Colony Capital, Inc. Chairman and Chief Executive Officer (Director) 1999 Avenue of the Stars, Suite 1200 Los Angeles, CA 90067 Real estate investment Uri P. Harkham Jonathan Martin, Inc. President (Director) 4890 S. Alameda Street Vernon, CA 90058 Designer, manufacturer and marketer of women's clothing Harkham Properties Chairman of the Board 4890 S. Alameda Street Vernon, CA 90058 Real estate Daniel C. Staton Walnut Capital Partners President (Director) 312 Walnut Street, Suite 1151 Cincinnati, OH 45202 Investment and venture capital company
To the knowledge of PSI, all of the foregoing persons are citizens of the United States except Uri P. Harkham, who is a citizen of Australia. During the last five years, neither PSI nor, to the best knowledge of PSI, any executive officer, director or person controlling PSI, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation The 1,859,775 Shares acquired by PSI (as of February 22, 2000 and subsequent to that date through March 2, 2000) were purchased for an aggregate purchase price (including commissions) of $44,529,483. All funds used to purchase such Shares were obtained from PSI's working capital, or from borrowings under PSI's Credit Agreement with a bank group led by Wells Fargo Bank as agent and manager, which is referenced under Item 7, Exhibit 1, or from borrowings under PSI's letter agreement with PS Business Parks, L.P., an affiliated partnership, which is referenced under Item 7, Exhibit 2. Item 4. Purpose of Transaction PSI acquired the Shares reported hereby as an attractive investment. PSI intends to review its investment in the Issuer on a continuing basis and may, at any time, consistent with PSI's obligations under the federal securities laws and other limitations, determine to increase or decrease its ownership of Shares through purchases or sales of Shares in the open market or in privately-negotiated transactions. Such determination will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to PSI regarding its investment in the Issuer. The Issuer's articles of incorporation restrict any person from owning more than 9.8% of the Shares, unless the Issuer's board of directors exempts such person from this limitation. From time to time, PSI has initiated discussions with Issuer regarding a possible combination of the operations of the two companies. PSI continues to believe that such a combination could be in the best interests of the shareholders of both companies. PSI may engage in discussions concerning such a transaction or similar or other transactions with representatives of Issuer and/or other shareholders of Issuer. There are no agreements, arrangements or understandings between the Issuer and PSI at this time. Except as set forth above, PSI has no present plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, PSI retains its right to modify its plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of Issuer and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations. Item 5. Interest in Securities of the Issuer (a) As of February 22, 2000, PSI owned 1,480,475 Shares, which constituted approximately 5.1% of the total number of Shares outstanding. As of March 2, 2000, PSI owned 1,859,775 Shares, which constitute approximately 6.4% of the total number of Shares outstanding. As of February 22, 2000 and subsequent to that date through March 2, 2000, Mr. Robert J. Abernethy, a director of PSI, owned 103.968 Shares. (b) PSI has the sole power to vote and the sole power to dispose of all of the 1,859,775 Shares owned by it. Mr. Abernethy has the sole power to vote and the sole power to dispose of the 103.968 Shares owned by him. (c) During the 60-day period ending on February 22, 2000 and subsequent to that date through March 2, 2000, PSI purchased the number of Shares in the transactions, on the transaction dates and at the prices per Share (not including commissions) set forth below: No. of Shares Transaction Date Purchased Price Per Share Type of Transaction - ---------------- ------------- --------------- ------------------- 2-02-2000 50,700 $22.6250 Open Market 2-02-2000 100 22.6875 Open Market 2-02-2000 349,200 22.3750 Open Market 2-03-2000 2,300 22.5000 Open Market 2-03-2000 100 22.3750 Open Market 2-04-2000 2,400 22.6250 Open Market 2-09-2000 39,500 23.0000 Open Market 2-09-2000 400 22.6250 Open Market 2-10-2000 46,200 23.0000 Open Market 2-10-2000 10,200 22.8750 Open Market 2-10-2000 4,000 22.8125 Open Market 2-10-2000 1,200 22.9375 Open Market 2-11-2000 54,200 23.0000 Open Market 2-14-2000 20,000 23.0000 Open Market 2-15-2000 130,000 23.0000 Open Market 2-22-2000 2,800 22.4375 Open Market 2-22-2000 1,400 22.5000 Open Market 2-22-2000 300 22.8125 Open Market 2-22-2000 1,200 22.8750 Open Market 2-22-2000 2,000 22.9375 Open Market 2-22-2000 32,000 23.0000 Open Market 2-23-2000 70,100 23.0000 Open Market 2-24-2000 3,600 22.8750 Open Market 2-24-2000 13,500 22.9375 Open Market 2-24-2000 30,000 23.0000 Open Market 2-25-2000 12,000 22.8750 Open Market 2-25-2000 7,000 22.9375 Open Market 2-25-2000 30,700 23.0000 Open Market 2-28-2000 25,000 23.0000 Open Market 2-28-2000 4,000 22.9375 Open Market 2-28-2000 15,800 22.8750 Open Market 2-29-2000 17,000 23.1875 Open Market 2-29-2000 9,200 23.1250 Open Market 3-01-2000 85,700 23.5000 Open Market 3-02-2000 55,700 23.5000 Open Market To the best of PSI's knowledge, except as disclosed herein, PSI does not have beneficial ownership of any Shares as of February 22, 2000 and subsequent to that date through March 2, 2000 and has not engaged in any transaction in any Shares during the 60-day period ending February 22, 2000 and subsequent to that date through March 2, 2000. (d) Except as disclosed herein, no other person is known to PSI to have the right to receive or the power to direct receipt of distributions from, or the proceeds for the sale of, the Shares beneficially owned by PSI. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Except as disclosed herein, to the best knowledge of PSI, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) between PSI and any person with respect to any securities of Issuer, including but not limited to, transfer or voting of any of the securities of Issuer, finder's fees, partnerships, joint ventures, other entities, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over securities of Issuer. Item 7. Material to be Filed as Exhibits Exhibit 1 - Second Amended and Restated Credit Agreement by and among PSI, Wells Fargo Bank, National Association, as agent, and the financial institutions party thereto dated as of February 25, 1997. Filed with PSI's Registration Statement No. 333-22665 and incorporated herein by reference. Exhibit 2 - Letter agreement between PS Business Parks, L.P. and PSI dated January 4, 2000. Filed herewith. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 2, 2000 PUBLIC STORAGE, INC. By: /S/ DAVID GOLDBERG ----------------------------- David Goldberg Senior Vice President and General Counsel EX-2 2 EXHIBIT TO SC 13D EXHIBIT 2 January 4, 2000 Public Storage, Inc. 701 Western Avenue, Suite 200 Glendale, California 91201 Re: Loan by PS Business Parks, LP to Public Storage, Inc. Ladies and Gentlemen: From time to time, as requested by Public Storage, Inc. ("PSI"), PS Business Parks, LP ("PSBP") agrees to make loans (the "Revolving Loans") to PSI such that the Revolving Loans in the aggregate do not exceed at any time $50,000,000. The Revolving Loans shall be used by PSI for general corporate purposes. Interest on the Revolving Loans shall accrue and be paid monthly at the rate of 5.9% per year. Any outstanding balance on the Revolving Loans shall be repaid to the extent that PSI receives proceeds from a securities or debt financing. All outstanding principal and accrued and unpaid interest shall be repaid on March 15, 2000. Until the date on which the Revolving Loans are repaid, PSI shall not pledge, assign, hypothecate or otherwise transfer any of their respective material assets. Advances and repayments of the Revolving Loans (and interest thereon) shall be reflected as book entries on the books and records of PSI and PSBP. California law shall apply to any and all provisions of this letter agreement. Sincerely yours, PS BUSINESS PARKS, LP By: PS Business Parks, Inc., general partner By: /S/ JACK E. CORRIGAN ---------------------------- Jack E. Corrigan Chief Financial Officer The above terms and conditions are hereby agreed to: PUBLIC STORAGE, INC. By: /S/ DAVID P. SINGELYN ---------------------------- David P. Singelyn Treasurer -----END PRIVACY-ENHANCED MESSAGE-----