Shurgard Storage Centers Inc · 10-K/A · For 12/31/93

Filed On 1/31/95   ·   SEC File 0-23466   ·   Accession Number 906933-95-3

Amendment to Annual Report   ·   Form 10-K
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[22020-0007/SB950280.008]                                                       

SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C.  20549                 
______________________________                  

FORM 10-K/A (Amendment No. 1)                 

(Mark One)                                                                      

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                  
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]                        

For the fiscal year ended:  December 31, 1993                                   

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE              
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]                     

For the transition period from ____________ to ____________                     

Commission file number:  0-23466                  

SHURGARD STORAGE CENTERS, INC.                          
(Exact name of registrant as specified in its charter)                          

Delaware                   91-1080141             
(State or other jurisdiction of           (IRS                            
incorporation or organization)         Employer                         
               Identificat
              ion No.)

1201 Third Avenue, Suite 2200                                           
Seattle, Washington                 98101                     
(Address of principal executive        (Zip Code)                         
offices)                                          

Registrant's telephone number, including area code:  (206) 624-8100             

Securities registered pursuant to Section 12(b) of the Act: None                

Securities registered pursuant to Section 12(g) of the Act:                     
Class A Common Stock, par value $.001 per share (registered February 28, 1994)  
(Title of class)                  
Preferred Share Purchase Rights (registered March 28, 1994)         
(Title of class)                  

Indicate by check market whether the registrant:  (1) has             
filed all reports required to be filed by Section 13 or 15(d)                   
of the Securities Exchange Act of 1934 during the preceding                     
12 months (or for such shorter period that the registrant was                   
required to file such reports), and (2) has been subject to                     
such filing requirements for the past 90 days.  Yes        No X                 

Indicate by check mark if disclosure of delinquent filers             
pursuant to Item 405 of Regulation S-K is not contained                         
herein, and will not be contained, to the best of registrant's                  
knowledge, in definitive proxy or information statements                        
incorporated by reference in Part III of this Form 10-K or any                  
amendment to this Form 10-K.  [X]                                               

Aggregate market value of voting stock held by non-                   
affiliates of the registrant as of December 31, 1993:  None.                    

Number of shares of Class A Common Stock outstanding as               
of December 31, 1993:  5 shares.                                                

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PART I          
Item 1.     Business                                                            

The Company was incorporated in Delaware on July 23, 1993 to          
serve as the vehicle for investments in, and ownership of, a                    
professionally managed real estate portfolio consisting primarily of            
self storage properties which provide month to month leases for                 
business and personal use.  The Company's only business during the              
fiscal year ended December 31, 1993 was to file with the Securities             
and Exchange Commission and various state entities as the registrant            
on a Registration Statement on Form S-4 and the related                         
Prospectus/Consent Solicitation Statement/Offer to Purchase for the             
consolidation (the "Consolidation") of 17 publicly-held limited                 
partnerships administered by Shurgard Incorporated ("Shurgard") as a            
means for assembling an initial portfolio of real estate investments.           
The Consolidation was completed on March 1, 1994.                               

Item 2.Properties                                                               

The Company owned no properties during the fiscal year ended          
December 31, 1993.                                                              

Item 3.Legal Proceedings                                                        

A partial description of legal proceedings involving the Company      
is incorporated by reference to the discussion captioned "LITIGATION"           
on pages 41-47 of Amendment No. 8 to the Company's Registration                 
Statement on Form S-4 (File No. 33-57794), filed on February 2, 1994.           

In addition, Russell Coney v. Shurgard Storage Centers, Inc.,         
Shurgard Incorporated and Charles K. Barbo, was filed in Superior               
Court in King County, Washington on February 24, 1994, alleging the             
Consolidation would cause irreparable damage to plaintiff, violation            
of fiduciary duties in connection with the Consolidation, and                   
violation of fiduciary duties in not refinancing the properties prior           
to the Consolidation.  Coney v. Shurgard Incorporated et al., Case No.          
94-2-048961, King County, Washington Superior Court.                            

Subsequent to December 31, 1993, all litigation relating to the       
Consolidation was either dismissed or was settled.                              

Item 4.Submission of Matters to Vote of Security Holders                        

On July 24, 1993, by written consent in lieu of a special             
meeting, the sole shareholder of the Company voted all 5 shares he              
held in favor of proposals to adopt the 1993 Stock Option Plan and the          
Company's Stock Option Plan for Nonemployee Directors, and to                   
indemnify directors of the Company pursuant to Section 145 of the               
Delaware General Corporation Law, as set forth in Section 11 of the             
Company's By-Laws.                                                              

On September 21, 1993, by written consent in lieu of a special        
meeting, the sole shareholder of the Company voted all 5 shares he              
held in favor of a proposal to amend Article 4 of the Company's                 
Certificate of Incorporation.                                                   

On September 22, 1993, by written consent in lieu of a special        
meeting, the sole shareholder of the Company voted all 5 shares he              
held in favor of a proposal to amend Section 1 and Section 12.7 of the          
Company's By-Laws, and to restate the By-Laws.                                  

On November 15, 1993, by written consent in lieu of special           
meeting, the sole shareholder of the Company voted all 5 shares he              
held in favor of a proposal to amend Section 4.4(e) of Article 4 and            
Article 16 of the Company's Certificate of Incorporation, and a                 
proposal to ratify any and all amendments in the Company's Restated By-         
Laws, including Section 11 regarding indemnification, adopted by the            
Board of Directors on November 9, 1993.                                         

Item 5.Market for Registrant's Common Equity and Related                        
Stockholder Matters                                               

During the fiscal year ended December 31, 1993, there was no          
market for the Company's securities, and no dividends were paid.  At            
December 31, 1993, 5 shares of Class A Common Stock were outstanding,           
all of which were held by the Company's original stockholder.                   

Item 6.Selected Financial Data                                                  

Shurgard Storage Centers, Inc.                                        
Selected Financial Data                                               
December 31, 1993                                                     

Revenue                      0                                        
Loss                        66                                        
Loss per common share    13.20                                        
Outstanding common shares    5                                        
Total assets             1,442                                        
Total debt                   0                                        
Dividends per share          0                                        

Item 7.    Management's Discussion and Analysis of Financial                  
Condition and Results of Operations                               

The Company was incorporated in Delaware on July 23, 1993 to          
serve as the vehicle for investments in, and ownership of, a                    
professionally managed real estate portfolio consisting primarily of            
self storage properties which provide month to month leases for                 
business and personal use.  The Company's only business during the              
fiscal year ended December 31, 1993 was to file with the Securities             
and Exchange Commission and various state entities as the registrant            
on a Registration Statement on Form S-4 and the related                         
Prospectus/Consent Solicitation Statement/Offer to Purchase for the             
Consolidation of 17 publicly-held limited partnerships administered by          
Shurgard as a means for assembling an initial portfolio of real estate          
investments.  The Consolidation was completed on March 1, 1994.                 

Item 8.Financial Statements and Supplementary Data                              

No change from the Company's Annual Report on Form 10-K for the       
year ended December 31, 1993, as filed on [December 20, 1994].                  

Item 9.Changes in and Disagreements with Accountants on                         
Accounting and Financial Disclosure                               

None.                                                                 

PART III          

Item 10.    Directors and Executive Officers of the Registrant                  

The following table sets forth the names, ages and titles of the      
Company's executive officers and its sole director as of December 31, 1993.     

Name         Age            Title                                       
---------------  ---  ----------------------------------------------------------
Harrell Beck     36   Director, President, Treasurer and Chief Financial Officer
Michael Rowe     36   Executive Vice President                                  
David K. Grant   40   Executive Vice President                                  
Kristin H. Stred 34   Secretary and General Counsel                             

Harrell Beck serves as the President, Treasurer and Chief             
Financial Officer of the Company and is a member of the Board of                
Directors as well.  Mr. Beck is also the Treasurer and Chief Financial          
Officer of Shurgard.  He joined Shurgard in April 1986 as the Eastern           
Regional Vice President and, in 1990, became its Chief Financial                
Officer and, in 1992, its Treasurer.  His responsibilities include              
supervision of all accounting and overseeing the financial and banking          
relationships for the Company, Shurgard, the partnerships included in           
the Consolidation (the "Partnerships") and other Shurgard programs.             
Mr. Beck was previously a manager with Touche Ross & Co., where he was          
employed for approximately six years providing services primarily to            
clients in the real estate and aerospace industries.  His clients               
included Shurgard, the Partnerships and other Shurgard programs.  He            
has a Bachelor of Arts degree in Business Administration from                   
Washington State University and is a member of the American Institute           
of Certified Public Accountants and the Washington Society of                   
Certified Public Accountants.                                                   

Michael Rowe is an Executive Vice President and the Director of       
Storage Operations of the Company.  He is also currently the Executive          
Vice President and Director of Storage Operations of Shurgard.  He              
came to Shurgard from Touche Ross & Co., where he participated in               
independent audits of major real estate syndication, development and            
management companies in the Pacific Northwest.  His clients included            
Shurgard, the Partnerships and other Shurgard programs.  He became              
Controller of Shurgard in 1982 and Vice President and Treasurer in              
1983.  In 1987, Mr. Rowe was named Director of Operations of Shurgard.          
He also was the first Regional Vice President for Shurgard's Southwest          
Region.  Mr. Rowe's responsibilities include supervision of Shurgard's          
property management services.  Mr. Rowe holds a Bachelor of Arts                
degree in Business Administration from Washington State University.             

David K. Grant is an Executive Vice President and the Director of     
Real Estate Investment of the Company.  Mr. Grant joined Shurgard in            
November 1985 as Director of Real Estate Investment and continues to            
serve in that capacity.  He is also an Executive Vice President of              
Shurgard.  He is responsible for overseeing the acquisition,                    
development and disposition of real estate investments for the                  
Company, Shurgard, the Partnerships and other Shurgard programs.  He            
is a licensed securities principal and salesperson.  Mr. Grant was              
previously a manager with Touche Ross & Co., where he was employed for          
approximately ten years providing financial consulting, accounting and          
auditing services primarily to clients in the real estate,                      
construction and engineering industries.  His clients included                  
Shurgard, the Partnerships and other Shurgard programs.  He has a               
Bachelor of Arts degree in Business Administration and a Bachelor of            
Science degree in Accounting, both from Washington State University.            

Kristin H. Stred serves as Secretary and General Counsel of the       
Company.  Ms. Stred joined Shurgard in July 1992 as Secretary and               
General Counsel.  Ms. Stred was previously an attorney with The Boeing          
Company from October 1991 to July 1992 and Assistant General Counsel            
with King Broadcasting Company from July 1987 to September 1991.                
Ms. Stred received an A.B. with honors in general studies from Harvard          
University in 1980 and a J.D. from Harvard Law School in 1984.  She is          
a member of the Washington State Bar Association, is a former                   
president of Washington Women Lawyers and is a member of the Executive          
Committee of the Corporate Counsel Section of the Washington State Bar          
Association.                                                                    

Item 11.    Executive Compensation                                              

No compensation was paid by the Company to any executive officer      
or director in 1993.  All officers and the sole director were employed          
by Shurgard during 1993.                                                        

Item 12.    Security Ownership of Certain Beneficial Owners and                 
Management                                                        

As of December 31, 1993, 5 shares of Class A Common Stock, the        
only shares outstanding, were held by Harrell Beck, Director,                   
President, Treasurer and Chief Financial Officer of the Company.                

Item 13.    Certain Relationships and Related Transactions                      

None.                                                                 

PART IV         

Item 14.    Exhibits, Financial Statement Schedules, and Reports                
on Form 8-K                                                       

a.     Exhibits                                                       

Number  Description                                                             
------  ------------------------------------------------------------            
3.1     Restated Certificate of Incorporation (incorporated by                  
reference to Exhibit 3.12 to Registrant's Registration          
Statement on Form S-4 (File No. 33-57794), Amendment No. 8      
(Post-Effective Amendment No. 4) filed with the Securities      
and Exchange Commission on February 2, 1994)                    
3.2     Restated By-Laws (incorporated by reference to Exhibit 3.2 to           
Registrant's Registration Statement on Form S-4 (File No. 33-   
57794), Amendment No. 8 (Post-Effective Amendment No. 4)        
filed with the Securities and Exchange Commission on            
February 2, 1994)                                               
99.1    Section captioned "Litigation" from pages 41-47 of                      
Registrant's Registration Statement on Form S-4 (File No. 33-   
57794), Amendment No. 8 (Post-Effective Amendment No. 4)        
filed with the Securities and Exchange Commission on            
February 2, 1994)                                               

b.     Financial Statement Schedules                                  

None.                                                                 

c.     Reports on Form 8-K.                                           

None.                                                                 

SIGNATURE         

Pursuant  to the requirements of Section 15(d) of the  Securities     
Exchange Act of 1934, the registrant has duly caused this report to be          
signed on its behalf by the undersigned, thereunto duly authorized.             

      SHURGARD STORAGE CENTERS, INC.

Dated:  January 30, 1995                                                        
By /s/ Harrell Beck     
                   Harrell Beck, Chief Financial Officer

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED  PURSUANT          
TO  SECTION  15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED          
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.                                   

No  annual report or proxy materials were sent to security holders  of          
the  Registrant during the year ended December 31, 1993.  Copies of  a          
Prospectus/Consent  Solicitation Statement/Offer  to  Purchase,  which          
constituted part of the Registrant's Registration Statement on Form S-          
4  (File  No.  33-57794),  were distributed  in  connection  with  the          
Consolidation.                                                                  

EXHIBIT INDEX         

Exhibit   Description                                                           
No.                                                                             
3.1       Restated Certificate of Incorporation                                 
(incorporated by reference to Exhibit 3.12 to               
Registrant's Registration Statement on Form S-4             
(File No. 33-57794), Amendment No. 8 (Post-                 
Effective Amendment No. 4) filed with the                   
Securities and Exchange Commission on                       
February 2, 1994)                                           
3.2       Restated By-Laws (incorporated by reference to                        
Exhibit 3.2 to Registrant's Registration                    
Statement on Form S-4 (File No. 33-57794),                  
Amendment No. 8 (Post-Effective Amendment No. 4)            
filed with the Securities and Exchange                      
Commission on February 2, 1994)                             
99.1      Section captioned "Litigation" from pages 41-47                       
of Registrant's Registration Statement on                   
Form S-4 (File No. 33-57794), Amendment No. 8               
(Post-Effective Amendment No. 4) filed with the             
Securities and Exchange Commission on                       
February 2, 1994)                                           

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K/A Filing		Date		First		Last			Other Filings
		7/23/93		2
		7/24/93		2
		9/21/93		2
		9/22/93		2
		11/9/93		2
		11/15/93		2
For The Period Ended		12/31/93		1		2			10-K
		2/2/94		2
		2/24/94		2
		2/28/94		1
		3/1/94		2
		3/28/94		1
		12/20/94		2					10-K
		1/30/95		2
Filed On / Filed As Of		1/31/95
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