-----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, LS+XwXnwMmwvIs7KYSx0D15C2PoZGVQmfVGTcMzBLi835XiEjPaihXZYr6HN2WlJ tR4WdO8MIs9g9Xvri7EKJg== 0000912057-96-014784.txt : 19960717 0000912057-96-014784.hdr.sgml : 19960717 ACCESSION NUMBER: 0000912057-96-014784 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960716 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDS SHURGARD INCOME GROWTH PARTNERS L P II CENTRAL INDEX KEY: 0000843023 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 911436174 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46269 FILM NUMBER: 96595591 BUSINESS ADDRESS: STREET 1: 1201 THIRD AVE STE 2200 STREET 2: C/O SHURGARD ASOCIATES LP II 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. 2) ------------------ IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II (Name of Subject Company) ------------------------ SHURGARD STORAGE CENTERS, INC. (Bidder) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) ------------------------ 448933-101 (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 2,038 UNITS 8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES / / 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) APPROXIMATELY 1.8% 10 TYPE OF REPORTING PERSON -- CO
This Amendment No. 2 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 49,000 units of limited partnership interest (the "Units") of IDS/Shurgard Income Growth Partners L.P. II, a Washington limited partnership (the "Partnership"), at $222 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. 2 is being filed by the Purchaser. 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding the following as additional information: 99.14 Letter to Unitholders dated July 16, 1996.
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 16, 1996 SHURGARD STORAGE CENTERS, INC. By: /s/ HARRELL L. BECK ----------------------------------- Name: Harrell L. Beck Title: Senior Vice President, Chief Financial Officer and Treasurer 5 EX-99.14 2 LETTER TO UNITHOLDERS July 16, 1996 To the Unitholders of IDS/Shurgard Income Growth Partners L.P. II RE: CASH TENDER OFFER FOR UNITS OF IDS/SHURGARD INCOME GROWTH PARTNERS L.P. II (THE "PARTNERSHIP") Dear Unitholder: You should have received a copy of an Offer to Purchase dated July 2, 1996 pursuant to which Shurgard Storage Centers, Inc. ("Shurgard") is offering to purchase up to 49,000 units of limited partnership interest ("Units") in IDS/Shurgard Income Growth Partners L.P. II (the "Partnership") at a net cash price per Unit of $222. The Offer expires at 11:59 p.m. on Wednesday, July 31, 1996, unless extended. Any Unitholder desiring to tender all or a portion of his or her Units should complete, sign and return the Letter of Transmittal that was sent with the Offer to Purchase. As discussed in the Offer to Purchase, the Offer is being made pursuant to an Acquisition Agreement entered into by the Partnership and Shurgard. The Acquisition Agreement provides for a two-step transaction consisting first of the Offer, and then the Merger of your Partnership into Shurgard. In the Offer, such validly tendered Unit will be purchased for cash, subject to proration if more than 49,000 units are tendered. In the Merger, each outstanding unit will be converted into the right to receive shares of Class A Common Stock of Shurgard. Following the completion of the Offer, the remaining Unitholders will be notified of a Special Meeting of Unitholders to be held to consider and vote upon approval of the Merger. The notice will be accompanied by a Proxy Statement/Prospectus containing detailed information regarding the proposed Merger. Completion of the Merger is subject to certain conditions, including approval by holders of a majority of the Units. Unitholders should consider the following: - - THE GENERAL PARTNER OF THE PARTNERSHIP HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO UNITHOLDERS AND RECOMMENDS THAT UNITHOLDERS WHO DESIRE IMMEDIATE LIQUIDITY TENDER THEIR UNITS PURSUANT TO THE OFFER AND THAT ALL REMAINING UNITHOLDERS RETAIN THEIR UNITS AND PARTICIPATE IN THE MERGER. - - Unitholders who tender their Units will not receive any further cash distributions with respect to their Units. This is because the Net Asset Value of the Partnership includes the cash held by the Partnership as of March 31, 1996, a portion of which was subsequently distributed to Unitholders by the Partnership during the second quarter of 1996. Thus, the Offer price includes an amount of cash which has already been received by Unitholders through a cash distribution made in the second quarter of 1996. BY SUBMITTING THE LETTER OF TRANSMITTAL AND TENDERING THEIR UNITS, UNITHOLDERS ARE ASSIGNING TO SHURGARD ALL CASH DISTRIBUTIONS WITH RESPECT TO THE UNITS THAT ARE MADE AFTER JULY 2, 1996. - - Those Unitholders who participate in the Merger would receive shares of Shurgard Common Stock, thereby providing Unitholders with an opportunity to continue to own an equity interest in a portfolio of storage center properties, including the Partnership's properties. - - The number of shares of Shurgard Common Stock you would receive in the Merger would be calculated by dividing $222 by the price of Shurgard Common Stock during a pricing period set forth in the Acquisition Agreement, provided that the price of Shurgard Common Stock is between $22.25 and $27.75 per share. The Offer to Purchase provides additional information concerning how the number of shares of Shurgard Common Stock you would receive in the Merger would be calculated if the price is not within that range. The closing price of Shurgard Common Stock on Monday July 15 was $24.875. THE OFFER TO PURCHASE CONTAINS IMPORTANT INFORMATION. ALL UNITHOLDERS ARE URGED TO READ THE OFFER TO PURCHASE CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. If you have any questions or need a copy of the Offer to Purchase or Letter of Transmittal, please call D.F. King & Co., Inc., the Information Agent for the Offer, toll free at 1-800-207-2872. Very truly yours, Charles K. Barbo Chairman and Chief Executive Officer Shurgard Storage Centers, Inc. -----END PRIVACY-ENHANCED MESSAGE-----