-----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, MyFXcKIK+FjezE5DAHiadGpFjJxsLOmUR+JY5FhhWwQlbmph7/CA00rMBHDGsqbF GT2nihmpCpviClP/OxMjIw== 0000912057-96-014977.txt : 19960723 0000912057-96-014977.hdr.sgml : 19960723 ACCESSION NUMBER: 0000912057-96-014977 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960719 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDS SHURGARD INCOME GROWTH PARTNERS LP CENTRAL INDEX KEY: 0000822816 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 911393767 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46267 FILM NUMBER: 96596474 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVE STE 2200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066248100 MAIL ADDRESS: STREET 1: 1201 THIRD AVENUE STREET 2: SUITE 2200 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHURGARD STORAGE CENTERS INC CENTRAL INDEX KEY: 0000906933 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING & COURIER SERVICES (NO AIR) [4210] IRS NUMBER: 911603837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066248100 MAIL ADDRESS: STREET 1: 1201 THIRD AVENUE STREET 2: SUITE 2200 CITY: SEATTLE STATE: WA ZIP: 98101 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) ------------------ IDS/SHURGARD INCOME GROWTH PARTNERS L.P. (Name of Subject Company) ------------------------ SHURGARD STORAGE CENTERS, INC. (Bidder) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) ------------------------ 448933-309 (CUSIP Number of Class of Securities) ------------------------ KRISTIN H. STRED, ESQ. SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL SHURGARD STORAGE CENTERS, INC. 1201 THIRD AVENUE SUITE 2200 SEATTLE, WASHINGTON 98101 (206) 624-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: JEFFERY T. PERO, ESQ. WILLIAM J. CERNIUS, ESQ. LATHAM & WATKINS 650 TOWN CENTER DRIVE TWENTIETH FLOOR COSTA MESA, CALIFORNIA 92626 (714) 540-1235 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 14D-1
CUSIP NO. 1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SHURGARD STORAGE CENTERS, INC. (91-1603837) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCES OF FUNDS BK 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR / / 2(f) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON APPROXIMATELY 1,825 UNITS 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 1.2% 10 TYPE OF REPORTING PERSON -- CO
This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1, as previously amended (the "Schedule 14D-1"), relates to a tender offer by Shurgard Storage Centers, Inc., a Delaware corporation (the "Purchaser"), to purchase up to 65,000 units of limited partnership interest (the "Units") of IDS/Shurgard Income Growth Partners L.P., a Washington limited partnership (the "Partnership"), at $257 per Unit, net to the seller in cash and without interest, upon the terms of and subject to the conditions set forth in the Offer to Purchase, dated July 2, 1996 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were attached to the Schedule 14D-1 as Exhibits 99.1 and 99.2, respectively (and which together constitute the "Offer"). This Amendment No. 3 is being filed by the Purchaser. 3 ITEM 10. ADDITIONAL INFORMATION. (e) Item 16 is hereby amended to add the following as additional information: On July 16, 1996, Irving and Roberta B. Schuman (the "Plaintiffs"), alleged unitholders of IDS/ Shurgard Income Growth Partners L.P. II ("IDS2"), filed a purported class and derivative action complaint (the "Complaint") on behalf of themselves and all other unitholders of the Partnership, IDS2 and IDS/Shurgard Income Growth Partners L.P. III ("IDS3" and, together with the Partnership and IDS2, the "Partnerships") and derivatively on behalf of the Partnerships in the Superior Court of the State of Washington in and for the County of King naming the Purchaser, Charles K. Barbo, Arthur W. Buerk, Donald B. Daniels, Kristin H. Stred, Harrell L. Beck, Michael Rowe, Mark Hall, Shurgard Associates L.P., Shurgard Associates L.P. II, Shurgard Associates L.P. III and Shurgard General Partner, Inc. as Defendants and the Partnerships as Nominal Defendants. In the Complaint, the Plaintiffs asserted claims for breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, breach of contract and fraud against each of the Defendants. The Plaintiffs seek monetary damages and equitable relief, including an order enjoining the consummation of the Purchaser's tender offers for units of limited partnership interest in the Partnership (the "Offers"), or alternatively, an order requiring the Defendants to issue disclosures to correct false and misleading statements and omissions of material facts in all documents prepared, filed with the SEC, issued or disseminated to the unitholders of the Partnerships by Defendants in connection with the Offers. The Defendants intend to vigorously defend the lawsuit. 4 After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 18, 1996 SHURGARD STORAGE CENTERS, INC. By: /s/ HARRELL L. BECK ----------------------------------- Name: Harrell L. Beck Title: Senior Vice President, Chief Financial Officer and Treasurer 5 -----END PRIVACY-ENHANCED MESSAGE-----