SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERCO
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
Gary V. Klinefelter
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(4) and 0-11.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: _/
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
_/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . .
4) Date Filed:
. . . . . . . . . . . . . . . . . . . . . . .
July 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AMERCO Proxy Statement
Ladies and Gentlemen:
Pursuant to Rule 14a-6, promulgated pursuant to the
Securities Exchange Act of 1934, as amended, I have attached for
filing, on behalf of AMERCO, a Nevada corporation (the "Company"),
a proxy statement relating to the Company's 1994 Annual Meeting of
Stockholders to be held on July 21, 1994. The Company intends to
to mail copies of the definitive proxy statement to its stockholders
on or after July 8, 1994.
Sincerely,
/S/ GARY V. KLINEFELTER
-----------------------
Gary V. Klinefelter
Secretary and General Counsel
cc: New York Stock Exchange
AMERCO
1325 AIRMOTIVE WAY
SUITE 100
RENO, NEVADA 89502-3239
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JULY 21, 1994
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders of AMERCO, a Nevada corporation (the "Company"),
will be held at the Main Room of the Tonopah Convention Center,
Tonopah, Nevada, on Thursday, July 21, 1994 at 2:00 p.m. (Pacific
Time) for the following purposes:
1. to elect one Class I Director to serve until the 1995
Annual Meeting of Stockholders and two Class IV
Directors to serve until the 1998 Annual Meeting of
Stockholders or until their successors are elected and
qualified;
2. to act on the stockholder proposal described herein;
and
3. to transact such other business as may properly come
before the meeting.
In accordance with Article II, Section 5 of the Company's By-Laws,
the Company has received notice from certain of its stockholders of
four additional stockholder proposals and five additional director
nominees to be brought before the meeting. The Company's
Board of Directors is not soliciting proxies in respect of these
matters, and will not exercise its discretionary voting authority
with respect thereto.
Only stockholders of record at the close of business on June
20, 1994 are entitled to notice of and to vote at the meeting.
The Company's management cordially invites you to attend the
meeting. In fairness to all stockholders, and in the interest of
an orderly meeting, we ask all stockholders attending the Annual
Meeting to observe the accompanying Annual Meeting Procedures.
By order of the Board of Directors
/S/ GARY V. KLINEFELTER
-----------------------
Gary V. Klinefelter
Secretary
STOCKHOLDERS ARE URGED TO SIGN, DATE, AND PROMPTLY MAIL THE
--------
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.
TABLE OF CONTENTS
Page
----
Introduction 1
Proposal 1 -- Election of Directors 2
Other Information Regarding the Board of Directors 4
Security Ownership of Certain Beneficial Owners and Management 4
Existing Management -- Potential Change In Control 10
Executive Compensation 13
Compensation Committee Interlocks and Insider Participation 13
Board Report on Executive Compensation 14
Performance Graph 14
Executive Officers of the Company 15
Proposal 2 -- Stockholder Proposal 16
Certain Relationships and Related Transactions 19
Legal Proceedings 23
Independent Public Accountants 24
Section 16(a) Reports 24
Stockholder Proposals for Next Annual Meeting 24
Other Matters 24
1
AMERCO
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 21, 1994
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
AMERCO, a Nevada corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Thursday, July 21,
1994, at 2:00 p.m. (the "1994 Annual Meeting"), and at any
adjournment or adjournments thereof. Only stockholders of record
at the close of business on June 20, 1994 (the "Record Date")
will be entitled to notice of and to vote at the meeting. At the
close of business on the Record Date, the Company had outstanding
32,909,729 shares of its common stock, $0.25 par value, and
5,754,334 shares of its Series A common stock, $0.25 par value
(collectively, the "Common Stock").
One-third of the outstanding shares entitled to vote and to
be represented in person or by proxy at the 1994 Annual Meeting
will constitute a quorum for the conduct of business.
Abstentions and broker non-votes will be treated as shares that
are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a
vote.
Each stockholder is entitled to one vote per share for the
election of directors, the stockholder proposal, and on all
others matters that may properly be brought before the
meeting. If the accompanying proxy is signed and returned, the
shares represented thereby will be voted in accordance with any
directions on the proxy. If a proxy does not specify how the
shares represented thereby are to be voted in connection with the
election of the director nominees, it is intended that it will be
voted for the director nominees named herein. Any stockholder
giving the enclosed form of proxy may revoke it at any time
before it is voted at the 1994 Annual Meeting by filing with the
Secretary of the Company a document revoking the proxy or by
submitting a proxy bearing a later date. The revocation of the
proxy will not affect any vote taken prior to such revocation.
This Proxy Statement and the enclosed proxy are first being
mailed to stockholders on or about July 8, 1994.
The solicitation of all proxies will be made primarily by
mail and the cost of such solicitation will be borne by the
Company. The Company will reimburse fiduciaries, nominees, and
others for their out-of-pocket expenses in forwarding proxy
materials to beneficial owners. Proxies may be solicited by
telephone, telegraph, facsimile transmission, and in person by
regular employees of the Company.
Subject to applicable law, if any other matters properly
come before the 1994 Annual Meeting, the person named in the
enclosed proxy will vote thereon in accordance with his
judgement.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight
directors. The Company's Restated Articles of Incorporation (the
"Articles") provide for the division of the Board of Directors
into four classes, designated Class I, Class II, Class III, and
Class IV. Subject to applicable law, each class shall consist,
as nearly as may be possible, of one-fourth of the total number
of directors constituting the entire Board of Directors. The
term of each directorship is four years and the terms of the four
classes are staggered in a manner so that only one class is
elected by the stockholders annually.
At the 1994 Annual Meeting of Stockholders, (i) one Class I
director will be elected to fill the vacancy created by the death
of Jack D. Macdonald to serve until the 1995 Annual Meeting of
Stockholders and (ii) two Class IV directors will be elected to
serve until the 1998 Annual Meeting of Stockholders. It is the
intention of the individual named in the enclosed form of proxy
to vote for the three nominees named below unless instructed to
the contrary. However, if any nominee named herein becomes
unavailable to serve at the time of election (which is not
anticipated), and as a consequence, other nominees are
designated, the person named in the proxy or other substitutes
shall have the discretion or authority to vote or refrain from
voting in accordance with his judgement with respect to other
nominees. The Class I director nominee receiving the largest
number of votes in favor of such nominee's election will be
elected as a Class I Director, and the two Class IV director
nominees receiving the largest number of votes in favor of their
election will be elected as Class IV Directors.
MANAGEMENT NOMINEE FOR ELECTION AS CLASS I DIRECTOR
(To serve until the 1995 Annual Meeting)
Aubrey K. Johnson
AUBREY K. JOHNSON, 72, was a director of the Company from
1987 until 1991. From 1991 until his re-election to the Board in
August 1993, he served as a consultant and advisor to various
organizations and individuals.
3
MANAGEMENT NOMINEES FOR ELECTION AS CLASS IV DIRECTORS
(To serve until the 1998 Annual Meeting)
Edward J. Shoen
Mark V. Shoen
EDWARD J. SHOEN, 45, has served as a Director and Chairman of
the Board of the Company since December 1986, as President since
June 1987, as a Director of U-Haul International, Inc. ("U-
Haul"), since June 1990, and as the President of U-Haul since
March 1991. Mr. Shoen has been associated with the Company since
May 1971.
MARK V. SHOEN, 43, has served as a Director of the Company
since April 1990. He is a Director of U-Haul, and served as
President of U-Haul from June 1990 to March 1991. He served from
August 1987 to December 1990 as President of A&M Associates, Inc.,
a wholly-owned subsidiary of U-Haul. He served as
Executive Vice President of Product from December 1990 until
March 1994. From March 1994 to the present he has served as
President of U-Haul Phoenix Operations.
DIRECTORS CONTINUING IN OFFICE
Name Term Expires
- - -------------------------------------------------------------
Class I Richard J. Herrera 1995
Class II William E. Carty 1996
Class II Charles J. Bayer 1996
Class III John M. Dodds 1997
Class III James P. Shoen 1997
RICHARD J. HERRERA, 40, a Director of the Company since
September 1991, has been a Director of U-Haul since June 1990,
and has been associated with the Company since April 1988. He is
presently the Vice President of Marketing, Retail Sales, for
U-Haul.
WILLIAM E. CARTY, 67, a Director of the Company since May
1987 and a Director of U-Haul since June 1990, has been
associated with the Company since 1946. He has served in various
executive positions in all areas of the Company. He served most
recently as product director. Mr. Carty retired from the Company
in December 1987.
CHARLES J. BAYER, 54, has been associated with the Company
since 1967. He has served in various executive positions and has
served as President of Amerco Real Estate since September 1990.
He also served as a Director of U-Haul from July 1988 until June
1990, Product Director for U-Haul from January 1988 to August
1990, the Director of Finance and Administration for the U-Haul
4
Technical Center from 1986 to 1988, and the Manager of Repair and
Maintenance of the Company from 1984 to 1986.
JOHN M. DODDS, 57, a Director of the Company since September
1987, and Vice President and Director of U-Haul since June 1990,
has been associated with the Company since 1963. He served in
regional field operations until December 1986 and now serves in
national field operations.
JAMES P. SHOEN, 34, a Director of the Company since December
1986, Vice President of the Company since May 1989, and a
Director of U-Haul since June 1990, has been associated with the
Company since July 1976. He was employed as a Center General
Manager with U-Haul Co. of San Francisco from 1981 to 1989. From
March 1989 to March 1990 he served as the Director of the U-Haul
Technical Services Center. He has served from April 1990 to
present as Executive Vice President of U-Haul.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of Directors of the Company met 5 times during
the fiscal year ended March 31, 1994. No director attended fewer
than 75% of the meetings of the full Board of Directors and of
the Committees on which he served. The annual fee for all
services as a director of the Company is $19,500, which is paid
in equal monthly installments.
The Board does not have a nominating or a compensation
committee. The Board established an Audit Committee on August 3,
1993 to review the performance and independence of the Company's
independent accounting firm. Its members are William E. Carty,
Aubrey K. Johnson, and Edward J. Shoen. The Audit Committee met
1 time during the fiscal year ended March 31, 1994. The
Executive Finance Committee of the Board is comprised of
Edward J. Shoen and Charles J. Bayer, and its purpose is to
supervise the financial affairs of the Company, including the
power to give final approval for the borrowing of funds on behalf
of the Company without further action or approval of the Board of
Directors.
See "Security Ownership of Certain Beneficial Owners and
Management" (pages 4 - 10), "Certain Relationships and Related
Transactions" (pages 19 - 22), and "Legal Proceedings" (page 23) for
additional information relating to the directors and director
nominees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, the following table
lists, as of June 20, 1994, (i) the beneficial ownership of
Common Stock of each director and director nominee of the
Company, of each executive officer named on page 2, of all
directors and executive officers of the Company as a group, and
of those persons who beneficially own more than five percent (5%)
of Common Stock; and (ii) the beneficial ownership of each
5
director and director nominee of the Company, of each executive
officer named on page 15, and of all directors and executive
officers of the Company as a group, of the percentage of net
payments received by such persons during the 1994 fiscal year in
respect of fleet-owner contracts issued by U-Haul.
PERCENTAGE OF
SHARES OF NET FLEET
NAME AND COMMON STOCK PERCENTAGE OWNER
ADDRESS OF BENEFICIALLY OF COMMON CONTRACT
BENEFICIAL OWNER OWNED STOCK CLASS PAYMENTS
- - ---------------- ------------ ----------- -------------
Edward J. Shoen, 18,388,754 47.56 .015
Chairman of the
Board and President
2727 N. Central Ave.
Phoenix, AZ 85004
Mark V. Shoen, 18,388,754 47.56 .018
Director
2727 N. Central Ave.
Phoenix, AZ 85004
James P. Shoen 18,388,754 47.56 .031
Director and
Vice President
1325 Airmotive Way
Suite 100
Reno, NV 89502
Paul F. Shoen 18,388,754 47.56 .011
P.O. Box 524
Glenbrook, NV 89413
Sophia M. Shoen 18,388,754 47.56 .029
5104 N. 32nd Street
Phoenix, AZ 85018
Irrevocable Trust 18,388,754 47.56 N/A
between Edward J. Shoen
and Oxford Life Insurance
Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 18,388,754 47.56 N/A
between Mark V. Shoen
and Oxford Life Insurance
Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
6
PERCENTAGE OF
SHARES OF NET FLEET
NAME AND COMMON STOCK PERCENTAGE OWNER
ADDRESS OF BENEFICIALLY OF COMMON CONTRACT
BENEFICIAL OWNER OWNED STOCK CLASS PAYMENTS
- - ---------------- ------------ ----------- -------------
Irrevocable Trust 18,388,754 47.56 N/A
between James P. Shoen
and Oxford Life Insurance
Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 18,388,754 47.56 N/A
between Paul F. Shoen
and Oxford Life Insurance
Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 18,388,754 47.56 N/A
between Sophia M. Shoen
and Oxford Life Insurance
Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
The ESOP Trust<F3> 18,388,754 47.56 N/A
2727 N. Central Ave.
Phoenix, AZ 85004
John M. Dodds 1,753 **<F6> N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
William E. Carty 0 0 .098
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Charles J. Bayer 828 **<F6> .007
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Richard J. Herrera 603 **<F6> N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
7
PERCENTAGE OF
SHARES OF NET FLEET
NAME AND COMMON STOCK PERCENTAGE OWNER
ADDRESS OF BENEFICIALLY OF COMMON CONTRACT
BENEFICIAL OWNER OWNED STOCK CLASS PAYMENTS
- - ---------------- ------------ ----------- -------------
Aubrey K. Johnson 0 0 N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Gary V. Klinefelter 1,631 **<F6> N/A
Secretary and
General Counsel
2727 N. Central Ave.
Phoenix, AZ 85004
Leonard S. Shoen 18,254,596<F2> 47.21 .062
(L.S.S., Inc.)*<F5>
3079 Ocotillo Ct.
Las Vegas, NV 89121
Samuel W. Shoen 18,254,596<F2> 47.21 .015
(Sawmill, Inc.)*<F5>
218 North Cherry Street
Falls Church, VA 22046
Michael L. Shoen 18,254,596<F2> 47.21 N/A
(Mickl, Inc.)*<F5>
8202 N.W. 16th Ave.
Vancouver, WA 98665
Mary Anna 18,254,596 47.21 .005
Shoen-Eaton
(Maran, Inc.)*<F5>
52 Spanish River Drive
Ocean Ridge, FL 33435
Theresa M. Shoen 18,254,596<F2> 47.21 .029
(Thermar, Inc.)*<F5>
7625 East Via Del Reposo
Scottsdale, AZ 85258
Cecilia M. 18,254,596<F2> 47.21 .043
Shoen-Hanlon
(Cemar, Inc.)*<F5>
1421 Ranier Falls Drive
Atlanta, GA 30329
Katrina M. Carlson 18,254,596<F2> 47.21 .086
(Kattydid, Inc.)<F5>
837 15th Street #D
Santa Monica, CA 90404
8
PERCENTAGE OF
SHARES OF NET FLEET
NAME AND COMMON STOCK PERCENTAGE OWNER
ADDRESS OF BENEFICIALLY OF COMMON CONTRACT
BENEFICIAL OWNER OWNED STOCK CLASS PAYMENTS
- - ---------------- ------------ ----------- -------------
Officers and Directors 18,388,754<F4> 47.56 N/A
as a group (12 persons)
<F5>* This corporation is the record owner of the shares of
Common Stock beneficially owned by the named individual. To the
best of the Company's knowledge, the named individual has sole
voting control of the corporation that is the record owner of the
Common Stock.
<F6>** The percentage of the referenced class beneficially
owned is less than one percent.
1 - This number includes beneficial ownership of shares
attributed to a stockholder agreement dated as of May 1, 1992, as
amended (the "Stockholder Agreement") and includes shares
directly owned by Edward J. Shoen (3,483,681); Mark V. Shoen
(3,475,520); James P. Shoen (2,278,814); Paul F. Shoen
(3,478,513); Sophia M. Shoen (2,301,707); an Irrevocable Trust
between Mark V. Shoen and Oxford Life Insurance Company
("Oxford"), as Trustee (527,604); an Irrevocable Trust between
James P. Shoen and Oxford, as Trustee (337,426); an Irrevocable
Trust between Paul F. Shoen and Oxford, as Trustee (71,976); an
Irrevocable Trust between Sophia M. Shoen and Oxford, as Trustee
(108,891); an Irrevocable Trust between Edward J. Shoen and
Oxford, as Trustee (559,443); and The ESOP Trust (1,765,179)
(collectively the "Stockholder Group"). The shares listed as
held by the ESOP Trust include only the unallocated Common Stock
and the Common Stock allocated to the accounts of Edward J. Shoen
(2082.40), Mark V. Shoen (1807.80), James P. Shoen (1776.73),
Paul F. Shoen (779.33), and Sophia M. Shoen (196.87). These
shares are not included in the number of shares directly owned by
Edward J. Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen,
and Sophia M. Shoen, as referenced in the first sentence of this
footnote 1. The Stockholder Agreement restricts the disposition
of shares of Common Stock to certain types of permitted
dispositions. James P. Shoen, whose address is listed above, is
the appointed attorney and authorized to vote the shares as
agreed upon by the stockholders holding a majority of the shares
subject to the Stockholder Agreement. As of the date of this
Proxy Statement, Edward J. Shoen, Mark V. Shoen, and James
P. Shoen, each of whom is a director of the Company, collectively
hold a majority of the shares subject to the Stockholder
Agreement and, therefore, have the ability, if they so agree, to
control the vote of the Common Stock that is subject to the
Stockholder Agreement. The Stockholder Agreement will expire on
March 5, 1999 unless earlier terminated (i) by the consent of
stockholders holding more than 60% of the shares held under the
9
Stockholder Agreement, (ii) upon the effective date of certain
mergers or consolidations involving the Company, or (iii) at the
respective election of Paul F. Shoen or Sophia M. Shoen, upon the
Company's failure to effect the registration of securities
described under "Certain Relationships and Related Transactions"
(pages 19 - 22) and under "Legal Proceedings" (page 23). The
information about the Stockholder Agreement contained in this
footnote was obtained from one or more Schedule 13D filings.
Accordingly, the Company assumes no responsibility for its
accuracy. See footnote 3 below for information about the ESOP
Trust and the ESOP Trustee's ability to vote the Common Stock
held in the ESOP Trust.
2 - This number includes beneficial ownership of shares
attributed to a shareholders' agreement and includes shares
directly owned by Samuel W. Shoen/Sawmill, Inc. (4,041,924);
Michael L. Shoen/Mickl, Inc. (4,035,924); Mary Anna
Shoen-Eaton/Maran, Inc. (3,343,076); Cecilia M.
Shoen-Hanlon/Cemar, Inc. (2,331,984); Katrina M.
Carlson/Kattydid, Inc. (2,016,624); Theresa M. Shoen/Thermar,
Inc. (1,651,644); and Leonard S. Shoen/L.S.S., Inc. (833,420).
The agreement, dated as of September 14, 1991, provides for the
voting of the subject shares at the direction of a majority of
the shareholders (on the basis of one vote per shareholder) party
to the agreement. Leonard S. Shoen, Michael L. Shoen, and
Theresa M. Shoen, whose addresses are listed above, have each
been granted a proxy to vote the shares as agreed upon by a
majority of the shareholders. Unless earlier terminated by a
majority of the shareholders, the agreement will terminate on
January 1, 2001. The information about the shareholders'
agreement contained in this footnote was obtained from one or
more Schedule 13D filings. Accordingly, the Company assumes no
responsibility for its accuracy.
<F3>3 - The complete name of the ESOP Trust is the AMERCO Employee
Savings and Employee Stock Ownership Trust. Three U-Haul
officers (Gary B. Horton, Donald W. Murney, and Edward J. Shoen)
are collectively the ESOP Trustee. Mr. Horton's business address
is 1325 Airmotive Way, Suite 100, Reno, Nevada 89502. The
address of Mr. Murney and Mr. Shoen is 2727 North Central Avenue,
Phoenix, Arizona 85004. The ESOP Trustee is appointed by the
Company's Board of Directors, and prior to the issuance of the
Company's Series A 8.5% Preferred Stock in October, 1993 had the
power to vote all Common Stock held in the ESOP Trust in its
discretion (other than with respect to certain significant
corporate transactions, such as mergers or consolidations,
recapitalizations, and sales of all or substantially all of the
assets of the Company). Under the ESOP, if the Company has
outstanding a "registration-type class of securities," which
includes the Series A 8.5% Preferred Stock, each participant (or
such participant's beneficiary) in the ESOP directs the ESOP
Trustee with respect to the voting of all Common Stock allocated
to the participant's account. All shares in the ESOP Trust not
allocated to participants continue to be voted by the ESOP
Trustee, subject to the Stockholder Agreement. As of June 20,
1994, of the 2,845,477 shares of Common Stock held by the ESOP
10
Trust, 1,086,941 shares were allocated to participants and
1,758,536 shares remained unallocated. Of the 1,086,941
allocated shares, approximately 6,643 shares are allocated to
members of the Stockholder Group, which shares would in such
event be voted in accordance with the terms of the Stockholder
Agreement. Therefore, as of the date of this Proxy Statement,
the Stockholder Group controls approximately 47.6% of the
Company's outstanding Common Stock. Further, additional shares
of Common Stock not presently allocated to participants' accounts
in the ESOP Trust will be allocated as certain debt obligations
of the ESOP Trust are repaid, resulting in a further reduction in
the number of common shares subject to the Stockholder Agreement.
<F4>4 - The 18,388,754 shares include the shares beneficially
owned by directors and officers as a result of the Stockholders
Agreement discussed in footnote 1 above. Beneficial ownership of
the shares of current officers and directors, without giving
effect to Stockholder Agreement, discussed in footnote 1 is
10,675,936 shares, or approximately 27.61% of the outstanding
shares of Common Stock as of June 20, 1994.
To the best of the Company's knowledge, there are no
arrangements giving any stockholder the right to acquire the
beneficial ownership of any shares owned by any other
stockholder. See also "Certain Relationships and Related
Transactions" (pages 19 - 22) for additional information regarding
the ownership of equity securities issued by U-Haul.
EXISTING MANAGEMENT -- POTENTIAL CHANGE IN CONTROL
ESOP TRUST; RELEASE OF SHARES FROM STOCKHOLDER AGREEMENT
As disclosed in greater detail under "Security Ownership of
Certain Beneficial Owners and Management" immediately above, as
of the date of this Proxy Statement, members of the Stockholder
Group vote approximately 47.6% of the Company's Common Stock.
Approximately 2.8% of the Company's Common Stock is allocated to
participants' ESOP Trust accounts and voted in accordance with
the participants' direction. The ESOP Trust votes 4.5% of the
Company's Common Stock in its discretion as part of the
Stockholder Group. Oxford acts as trustee for various trusts
that own approximately 4.2% of the Company's voting stock. At
the completion of Sophia M. Shoen's sale of 500,000 shares of
Common Stock for which a registration was recently filed with the
Securities and Exchange Commission (see the following paragraph),
the Stockholder Group will vote approximately 46.3% of the
Company's Common Stock. As a result of the foregoing and the
existence of a second stockholder group that is currently opposed
to existing Company management (see footnote 2 under "Security
Ownership of Certain Beneficial Owners and Management"
immediately above), there can be no assurance that the Company's
current management or its current operating strategy will remain
in place. In addition, Sophia M. Shoen and Paul F. Shoen have
claimed that the Company has defaulted in its obligations to
register their Common Stock under separate Share Repurchase and
11
Registration Rights Agreements. (See "Certain Relationships and
Related Transactions" on pages 19 - 22 below for additional
information regarding these agreements.) Sophia M. Shoen and
Paul F. Shoen have further claimed that as a result of such
alleged defaults they have a right to give notice of their
release from the Stockholder Group. The matter is the subject of
an arbitration proceeding described under "Legal Proceedings" on
page 23 below. If Sophia M. Shoen and Paul F. Shoen are
released from the Stockholder Group, the Stockholder Group would
control only 32.6% of the Company's Common Stock. For this
reason, there can be no assurance that the Stockholder Group will
be able to continue to elect directors acceptable to it to the
Company's Board of Directors or that the Company's current
management will remain in place; however, the Company's four-
class Board of Directors may delay the effectiveness of any
change in management. See "Certain Provisions That May Limit
Changes In Control" below.
REGISTRATION RIGHTS; RELEASE OF SHARES FROM STOCKHOLDER
AGREEMENT
Subject to certain limitations and restrictions, Sophia M.
Shoen and Paul F. Shoen, who are currently members of the
Stockholder Group, may elect to cause the Company to effect a
registration under the Securities Act of 1933, as amended (the
"1933 Act"), and applicable state securities laws of all or a
part (but not less than 100,000 shares) of the shares of Common
Stock held by each of them. Sophia M. Shoen has elected to
require the Company to register 500,000 shares of Common Stock
for public sale. A registration statement relating to these
shares was filed with the Securities and Exchange Commission (the "SEC")
on June 24, 1994. Paul F. Shoen may demand such
registration after September 1, 1994. No more than two such
registrations may be demanded by either of Sophia M. Shoen or
Paul F. Shoen. The Stockholder Agreement permits the disposition
of any shares pursuant to a registered public offering under the
1933 Act. All registered shares, when sold, will be released
from the Stockholder Agreement. As of the date of this Proxy Statement,
upon the sale of the 500,000 shares subject to the
recently-filed registration statement, the Stockholder Group
would control the vote of approximately 46.3% of the Company's
Common Stock. Assuming that Sophia M. Shoen and Paul F. Shoen
sold all of their respective shares pursuant to the current and
subsequent registration requests, the Stockholder Group would
control the vote of approximately 32.6% of the Company's Common Stock.
As a result, there can be no assurance that the shares of Common Stock
held by Sophia M. Shoen and Paul F. Shoen will remain subject to the
Stockholder Agreement. For this reason, there can be no assurance that
the Company's current management will remain in place.
See "Legal Proceedings" on page 23 below for a description of
arbitration proceedings whereby Sophia M. Shoen and Paul F. Shoen
have asserted claims, which are disputed by the Company, that their
shares should be released from the Stockholder Agreement because of
the Company's failure to timely register their shares of Common Stock.
12
CERTAIN PROVISIONS THAT MAY LIMIT CHANGES IN CONTROL
Certain provisions summarized below may have the effect of
delaying, deferring, or preventing a change in control of the
Company.
The Company's Articles provide for the Board of Directors to
be divided into four classes of directors serving staggered
four-year terms. As a result, approximately one-fourth of the
Board of Directors will be elected each year. Moreover, under
the Nevada General Corporation Law, an affirmative vote of
holders of two-thirds of the then outstanding stock entitled to
vote is required to remove a director. This provision, when
coupled with the provision of the Articles authorizing only the
Board of Directors to fill vacant directorships, may hinder the
removal of incumbent directors by stockholders entitled to vote
and the simultaneous election of new directors by such
stockholders to fill the vacancies created by such removal.
Moreover, (i) the Company's By-Laws grant the Company a right
of first refusal exercisable in connection with any sale of
outstanding shares of the Company's Common Stock; (ii) the
Articles require holders of two-thirds of the then outstanding
shares of Common Stock to amend certain provisions of the
Articles, including the classified board provision, to amend the
By-Laws, and to approve certain transactions with, among others,
holders of five percent of any class of voting stock of the
Company; (iii) the Articles prohibit stockholder action by
written consent; and (iv) certain of the Company's credit
agreements contain provisions that could require the prepayment
of all monies outstanding thereunder upon a "change in control."
In addition, the Board of Directors has adopted a stockholder
rights plan. Pursuant to the plan, rights have been distributed
to the holders of Common Stock that entitle such holders to
purchase from the Company one one-hundredth of a share of the
Company's Series C Preferred Stock at an exercise price of
$15,000 per share (the price per share and the exercise price are
subject to adjustment). The rights become exercisable if any
person or group of affiliated or associated persons becomes the
beneficial owner of fifty percent or more of the Company's Common
Stock without approval of a majority of the disinterested members
of the Board of Directors, such person being defined as an
"acquiring person." Upon the occurrence of an Affiliate Merger or
Triggering Event (certain transactions defined in the plan
involving an acquiring person), each right entitles its holder to
purchase, for the exercise price, that number of shares of Common
Stock of the Company having a value equal to twice the exercise
price. Upon the occurrence of a Business Combination (as defined
in the plan), each right entitles its holder to purchase, for the
exercise price, that number of shares of common stock of the
acquiring or surviving company having a value equal to twice the
exercise price. The rights will expire on July 29, 1998, unless
earlier redeemed by the Company pursuant to authorization by a
majority of the disinterested Board.
13
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the annual
compensation paid to the Company's chief executive officer and
the four other most highly compensated executive officers of the
Company during each of the last three fiscal years.
Summary Compensation Table
--------------------------
Annual Compensation
-------------------
Name and Principal Salary Bonus
Position Year ($) ($)
------------------ ---- ------ -----
Edward J. Shoen 1994 207,798 2,101,490
Chairman of the 1993 244,970 -
Board and President 1992 187,576 -
of AMERCO and U-Haul
Mark V. Shoen 1994 237,283 -
Director of AMERCO 1993 211,017 -
and U-Haul 1992 203,038 -
James P. Shoen 1994 220,770 -
Vice President of AMERCO 1993 211,017 -
and Director of AMERCO 1992 214,343 -
and U-Haul
John M. Dodds 1994 225,734 49,344
Vice President of U-Haul 1993 170,679 15,000
and Director of AMERCO 1992 199,071 109,450
and U-Haul
Gary V. Klinefelter 1994 220,453 50,000
Secretary and General 1993 111,857 150,000
Counsel of AMERCO and 1992 106,356 -
U-Haul
Cash compensation includes all amounts awarded under the
AMERCO Employee Savings, Profit Sharing and Employee Stock
Ownership Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a Board Compensation Committee.
Each member of the Board of Directors of the Company, including
the executive officers named in the Summary Compensation Table
who served on the Company's Board of Directors during fiscal
1994, participated in Board deliberations concerning executive
officer compensation during the fiscal year ended March 31, 1994.
No other officer, employee, or former officer of the Company or
any of its subsidiaries participated in Board deliberations
concerning executive officer compensation during the fiscal year
ended March 31, 1994.
14
BOARD REPORT ON EXECUTIVE COMPENSATION
The entire Board of Directors reviews and determines the
amount of compensation paid to the Chairman of the Board and
President. The determination is subjective and not subject to a
specific criteria. Although the Board of Directors has primary
authority with respect to compensation decisions for the
Company's other executive officers, the Chairman of the Board and
President has historically made these decisions with the counsel
of individual Board members, subject to the ability of the full
Board to revise or override these decisions. The Chairman of the
Board and President has advised the Board that the compensation
levels for the Company's executive officers during fiscal year
1994 did not bear a specific relationship to the Company's
performance. Rather, executive compensation was set at levels
designed to retain the Company's executive officers and based on
subjective factors such as his perception of each officer's
performance and changes in functional responsibility.
In addition to its involvement in executive compensation
matters, as described above, the Board determines the amount, if
any, of the Company's contributions pursuant to the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership
Plan.
The Company's stockholders approved a stock option plan at
the 1992 Annual Meeting of Stockholders. The stock option and
incentive plan is designed to attract and retain employees upon
whose judgment and effort the Company's success is dependent.
As of June 20, 1994, no awards had been made under such plan.
Charles J. Bayer Edward J. Shoen
William E. Carty James P. Shoen
John M. Dodds Mark V. Shoen
Richard J. Herrera Aubrey K. Johnson
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder
return on the Company's Common Stock for the period March 31,
1989 through March 31, 1994 with the cumulative total return on
the Dow Jones Equity Market Index and the Dow Jones
Transportation Average Index. The comparison assumes that $100
was invested on March 31, 1989 in the Company's Common Stock and
in each of the comparison indices, and assumes reinvestment of
dividends. Because no active trading market exists for the
Company's Common Stock, the graph reflects the annual Common
Stock appraisal obtained in connection with the AMERCO Employee
Savings, Profit Sharing and Employee Stock Ownership Plan.
15
1989 1990 1991 1992 1993 1994
------ ------ ------ ------ ------ ------
AMERCO 100.00 116.70 108.59 128.72 186.60 207.52
Dow Jones
Transportation
Index 100.00 113.42 108.37 137.32 158.11 166.48
Dow Jones Equity
Market Index 100.00 118.33 135.69 152.21 176.55 178.66
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive Officers as of June 20, 1994 were:
Name Age Office
- - ----------------------------------------------------------------
Edward J. Shoen 45 Chairman of the Board, President,
and Director Nominee
Mark V. Shoen 43 Director and Director Nominee
James P. Shoen 34 Director and Vice President
John M. Dodds 57 Director and Vice President of U-
Haul
Gary B. Horton 50 Treasurer
Gary V. Klinefelter 46 Secretary and General Counsel
John A. Lorentz 67 Assistant Secretary
Rocky D. Wardrip 36 Assistant Treasurer
George R. Olds 52 Assistant Secretary
See "Proposal 1 -- Election of Directors" on pages 2 - 4 above
for information regarding Edward J. Shoen, Mark V. Shoen, James
P. Shoen, and John M. Dodds.
Gary B. Horton has been associated with the Company since
October 1969. He has served as Treasurer since 1982. His
previous positions include Treasurer of U-Haul.
Gary V. Klinefelter, Secretary of the Company since July 1988,
and Secretary of U-Haul since June 1990, is licensed as an
Attorney at Law in the State of Arizona and has served as General
Counsel for the Company since June 1988 and as general counsel of
U-Haul since June 1988. He served U-Haul as Assistant General
Counsel from May 1978 until May 1980, and as General Counsel,
Marketing, from May 1980 until September 1985.
John A. Lorentz, Assistant Secretary of the Company since July
1988, and Assistant Secretary of U-Haul since June 1990, is
licensed as an Attorney at Law in the State of Oregon and has
been associated with the Company since September 1953. His
16
previous positions include Secretary of the Company and of
U-Haul.
Rocky D. Wardrip, Assistant Treasurer of the Company since
September 1990, has been associated with the Company since 1978
in various capacities within accounting and treasury operations.
Mr. Wardrip was previously Assistant Treasurer of U-Haul from
1988 to 1990.
George R. Olds, Assistant Secretary of the Company and U-Haul
since February 1993, has been associated with the Company since
1975 as a member of the U-Haul legal department specializing in
taxation.
Edward J., Mark V., and James P. Shoen are brothers.
William E. Carty is the uncle of Edward J. and Mark V. Shoen.
PROPOSAL 2
STOCKHOLDER PROPOSAL
PROPOSAL TEXT:
Proposal: To amend and replace Article VII, Section 2 of the
Company's Restated By-Laws by deleting the existing Article VII,
Section 2, in its entirety, and by substituting therefor the
following:
"SECTION 2. Right of First Refusal on Its Common Stock, $0.25
-------------------------------------------------
par value;
---------
(a) The restrictions on proposed sales, transfers and
dispositions of shares of the corporation's common stock, $0.25
par value ("Common Stock"), formerly contained in the predecessor
provision to this Article VII, Section 2 in effect as of May 5,
1994 (the "Predecessor Provision") are terminated, and the
corporation shall not enforce, or attempt to enforce, any such
restriction.
(b) Each holder of shares of Common Stock shall have
the right to exchange his outstanding certificate for such shares
for a certificate containing no legend relating to such
restriction on sales, transfers or dispositions, which exchange
shall be effected at no charge to the shareholder.
(c) This Article VII, Section 2 may not be amended
except by an affirmative vote of shares possessing two-thirds or
more of the votes that are generally (not just as the result of
the occurrence of a contingency) entitled to vote for the
election of the members of the Board of Directors of this
corporation. Such vote must be by ballot at a duly constituted
meeting of the shareholders, the notice of which meeting must
include the proposed amendment."
17
SHAREHOLDER'S SUPPORTING STATEMENT:
"All of the Company's stockholders would benefit from
termination of the transfer restrictions currently contained in
Article VII, Section 2. A restriction on alienability such as a
right of first refusal can lead to diminished marketability of
the securities subject to such transfer restriction and, as a
result, diminish the value of those securities. Terminating the
right of first refusal will improve marketability of shares of
the Company's Common Stock and will allow the development of a
ready trading market for the shares.
The ESOP fiduciaries, who are required to act for the
exclusive benefit of the ESOP participants, should support this
proposal. The employees of AMERCO will, through the ESOP,
benefit from a ready trading market for the Company's Common
Stock. Currently, if an ESOP participant wishes to liquidate
shares, they must be sold at appraised values. A ready trading
market for the Company's Common Stock would provide the ESOP's
participants with more marketable securities and improve the
likelihood that the participants will be able to realize the true
market value of their interest in the ESOP.
Because stock without a true trading market which is
distributed from an ESOP is generally "put" by the participants,
who do not want to hold unmarketable securities, and because the
put must be discharged by the Company on an after-tax basis, ESOP
put obligations can create material cash flow burdens. To the
extent that the Company would be relieved of the put obligation,
the value of the Company and its prospects should be enhanced.
This will benefit all of the Company's shareholders, including
the ESOP."
BOARD OF DIRECTORS STATEMENT IN OPPOSITION:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
-------
PROPOSAL FOR THE FOLLOWING REASONS:
The Company's right of first refusal on its Common Stock
provides the Company with an option to purchase any shares a
holder wishes to sell at the same bona fide cash price at which
such shares are to be sold. Holders remain free to sell their
shares at any time, and the Company simply has a right to match
any bona fide offers holders receive for their shares pursuant to
the right of first refusal contained in the Company's By-Laws.
Eliminating the Company's right of first refusal would
deprive the Company of a significant and valuable right. Among
other things, the right of first refusal is one of the mechanisms
that gives the Board of Directors sufficient time to evaluate any
unsolicited tender offers (see "Certain Provisions That May Limit
Changes In Control" on page 12). The Company's right of first
refusal is not mandatory, but rather is permissive. In other
words, the Company has discretion as to whether it should
exercise its right and purchase the shares for the same bona fide
18
price offered to the holder or whether it should forego its right
and permit the shares to be sold by the holder to a third party.
The Board of Directors does not believe that it is in the
Company's best interest at this time to deprive the Company of
this right to purchase its Common Stock under the right of first
refusal provided in the Company's By-Laws.
Additionally, the Company's By-Laws already provide a
mechanism whereby the right of first refusal can be terminated or
modified if the Board of Directors determines that such action is
in the Company's best interest. Specifically, a majority of the
then number of directors of the Company can terminate or modify
the Company's right of first refusal at any time. Consequently,
there simply is no justification for terminating the right of
first refusal at this time.
IN LIGHT OF THE FOREGOING, THE BOARD OF DIRECTORS RECOMMENDS
A VOTE AGAINST THIS PROPOSAL.
-------
Pursuant to Article IX, Section 2 of the Company's By-Laws,
approval of the stockholder proposal requires the affirmative
vote of the holders of two-thirds of the Common Stock.
19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1994, a tow dolly fleet owned by SAMLO,
whose partners include L. S., Samuel W., Michael L., Mark V.,
Jacqueline Y., Paul F., James P., Sophia M., Bente B., Esben L.
B. and Theresa M. Shoen, Katrina M. Carlson, and Asia A. and
Maxwell L. Eaton, generated net operating revenues of $65,000.
Mark V. and James P. Shoen are major stockholders and directors
of the Company. L.S., Samuel W., Paul F., Sophia M., Michael L.
and Theresa M. Shoen and Katrina M. Carlson are major
stockholders of the Company.
On September 1, 1993, the Company, Sophmar, Inc., a
corporation controlled by Sophia M. Shoen, and Sophmar
Acquisition, Inc., a subsidiary of the Company ("S.A."), entered
into an Agreement and Plan of Merger pursuant to which S.A.
merged into Sophmar, Inc. and became a wholly-owned subsidiary of
the Company. In exchange for Sophmar, Inc.'s capital stock, the
stockholders of Sophmar, Inc. (Sophia M. Shoen and a certain
irrevocable trust established by Sophia M. Shoen) collectively
received 2,500,920 shares of Common Stock, the same number of
shares of Common Stock held by Sophmar, Inc. Sophia M. Shoen
received 2,392,029 of these shares and the trust received 108,891
of the shares.
The merger described in the preceding paragraph was effected
in accordance with the terms of a Merger Option Agreement, dated
as of May 1, 1992, among Sophia M. Shoen, Sophmar, Inc. and the
Company (the "Sophmar Merger Option Agreement"). The Sophmar
Merger Option Agreement required the Company to cause a
subsidiary of the Company to be merged with or into Sophmar, Inc.
at its request. The Company conditioned these merger rights on
Sophia M. Shoen and Sophmar, Inc. entering into an agreement
that, among other things, prohibits Sophia M. Shoen and Sophmar,
Inc. directly or indirectly from offering, selling, pledging, or
otherwise disposing of any shares of Common Stock or securities
convertible into or exchangeable for Common Stock prior to March
1, 1999. This prohibition does not apply, however, to sales of
securities pursuant to a registered offering and limited sales of
securities that are designed not to disrupt a public offering of
securities by the Company. With certain limitations, the Company
has agreed to indemnify Sophmar, Inc. and Sophia M. Shoen for
liabilities arising out of the merger.
Pursuant to a Share Repurchase and Registration Rights
Agreement, dated May 1, 1992 (the "Sophia Shoen Registration
Rights Agreement"), among Sophia M. Shoen, Sophmar, Inc., and the
Company, Sophia M. Shoen may elect to require the Company to
repurchase, with certain limitations, (i) a number of shares of
Common Stock determined by dividing $375,000 by the "Share Price"
(as defined) during the period from May 11, 1992 to and including
September 30, 1992 (the "Initial Period"), (ii) a number of
shares of Common Stock determined by dividing $1,500,000 (less
the aggregate dollar amount of shares repurchased during the
Initial Period) by the Share Price during the period from
October 1, 1992 to and including September 30, 1993, and (iii) a
20
number of shares of Common Stock determined by dividing
$1,500,000 by the Share Price during the period from October 1,
1993 to and including September 30, 1994. The Sophia Shoen
Registration Rights Agreement provides that the Company's
obligations to repurchase any shares from Sophia M. Shoen may be
satisfied if such shares are purchased by the ESOP Trust.
Pursuant to the Sophia Shoen Registration Rights Agreement, on
September 29, 1993, Sophia M. Shoen sold 90,322 shares of Common
Stock to the ESOP Trust at the then appraised value of $15.50 per
share, for an aggregate sales price of approximately $1,400,000.
On June 30, 1994, Sophia M. Shoen sold 88,235 shares of Common Stock
to the ESOP Trust at the then appraised value of $17.00 per
share, for an aggregate sales price of approximately $1,500,000.
Sophia M. Shoen, subject to certain limitations and restrictions,
may elect to cause the Company to effect a registration under the
Securities Act of 1933, as amended and applicable state
securities laws of shares of Common Stock held by her. Sophia M. Shoen
gave notice of exercise of her registration right to
register 500,000 shares in October, 1993. A registration
statement relating to such shares was filed with the SEC on
June 24, 1994. See "Legal Proceedings" on page 23 below for a
description of arbitration proceedings whereby Sophia M. Shoen
and Paul F. Shoen have asserted claims, which are disputed by
the Company, that their shares should be released from the
Stockholder Agreement because of the Company's failure to timely
register their shares of Common Stock.
Pursuant to a Management Consulting Agreement, dated as of
May 1, 1992, Sophia M. Shoen agreed to provide environmental and
other consulting services to the Company. In consideration for
these services, the Company agreed to for two years pay
Sophia M. Shoen a yearly fee of $100,000.
On April 2, 1993, the Company, Pafran, Inc., a corporation
controlled by Paul F. Shoen, and P.F. Acquisition, Inc., a
subsidiary of the Company ("P.A."), entered into an Agreement and
Plan of Merger pursuant to which P.A. merged into Pafran, Inc.
and became a wholly-owned subsidiary of the Company. In exchange
for Pafran, Inc.'s capital stock, the stockholders of Pafran,
Inc. (Paul F. Shoen and a certain irrevocable trust established
by Paul F. Shoen) collectively received 3,598,876 shares of
Common Stock, the same number of shares of Common Stock held by
Pafran, Inc. Paul F. Shoen received 3,526,900 of these shares
and the trust received 71,976 of the shares.
The merger described in the preceding paragraph was effected
in accordance with the terms of a Merger Option Agreement, dated
as of May 1, 1992, among Paul F. Shoen, Pafran, Inc. and the
Company (the "Merger Option Agreement"). The Merger Option
Agreement required the Company to cause a subsidiary of the
Company to be merged with or into Pafran, Inc. at its request.
The Company conditioned these merger rights on Paul F. Shoen and
Pafran, Inc. entering into an agreement that, among other things,
prohibits Paul F. Shoen and Pafran, Inc. directly or indirectly
from offering, selling, pledging, or otherwise disposing of any
shares of Common Stock or securities convertible into or
21
exchangeable for Common Stock prior to March 1, 1999. This
prohibition does not apply, however, to sales of securities
pursuant to a registered offering and limited sales of securities
that are designed not to disrupt a public offering of securities
by the Company. With certain limitations, the Company has
agreed to indemnify Pafran, Inc. and Paul F. Shoen for
liabilities arising out of the contemplated merger.
Pursuant to a Share Repurchase and Registration Rights
Agreement, dated as of March 1, 1992 (the "Paul Shoen
Registration Rights Agreement") among Paul F. Shoen, Pafran,
Inc., and the Company, Paul F. Shoen may elect to require the
Company to repurchase, with certain limitations, (i) a number of
shares of Common Stock determined by dividing $250,000 by the
"Share Price" (as defined) during the period from March 1, 1992
to and including September 30, 1992 (the "Initial Period"),
(ii) a number of shares of Common Stock determined by dividing
$1,000,000 (less the aggregate dollar amount of shares
repurchased during the Initial Period) by the Share Price during
the period from October 1, 1992 to and including September 30,
1993, and (iii) a number of shares of Common Stock determined by
dividing $1,000,000 by the Share Price during each of the periods
from October 1, 1993 to and including September 30, 1994 and
October 1, 1994 to and including September 30, 1995. The Paul
Shoen Registration Rights Agreement provides that the Company's
obligation to repurchase any shares from Paul F. Shoen shall be
satisfied if such shares are purchased by the ESOP Trust.
Pursuant to the Paul Shoen Registration Rights Agreement, on
April 30, 1993, Paul F. Shoen sold 48,387 shares of Common Stock
with an appraised value of $15.50 per share to the ESOP Trust
for an aggregate sales price of approximately $750,000. On
June 30, 1994, he sold 58,825 shares of Common Stock with an appraised
value of $17.00 per share to the ESOP Trust for an aggregate
sales price of approximately $1,000,000. Paul F. Shoen, subject
to certain limitations and restrictions, may also elect under the
Paul Shoen Registration Rights Agreement to cause the Company to
effect a registration under the Securities Act of 1933, as
amended, and applicable state securities laws of shares of Common Stock
held by him. No such registration will be required prior to
March 1, 1995.
Pursuant to a Management Consulting Agreement, dated as of
March 5, 1992, Paul F. Shoen agreed to provide management
consulting services to the Company on matters relating to the
Company's business and the organization and management of the
Company. In consideration for these services, the Company has
agreed to pay Paul F. Shoen a yearly fee of $200,000. The
Management Consulting Agreement terminates on March 1, 1995.
On April 13, 1994, the Company and Edward J. Shoen entered
into an Agreement in Principle pursuant to which the Company
agreed to acquire all of the outstanding capital stock of EJOS,
Inc., all of which stock was held by Edward J. Shoen and a
certain irrevocable trust established by Edward J. Shoen, in
22
exchange for the same number of shares of the Company's Common
Stock as were held by EJOS, Inc. In exchange for EJOS, Inc.'s
capital stock, Edward J. Shoen and the irrevocable trust
established by Edward J. Shoen received 3,483,681 and 559,443
shares of the Company's Common Stock, respectively. The exchange
described above was effected in accordance with the terms of an
Agreement and Plan of Exchange of Shares of EJOS, Inc. and
AMERCO, dated May 18, 1994, among EJOS, Inc., the Company,
Edward J. Shoen, and the irrevocable trust established by
Edward J. Shoen. Edward J. Shoen is a major stockholder,
Chairman of the Board, and President of the Company.
During fiscal year 1994, U-Haul purchased $2,607,000 of
printing from Form Builders, Inc. Edward J. Shoen is an officer
of Form Builders, Inc.
On February 1, 1994, the Company entered into separate
Exchange Agreements with Mark V. Shoen and James P. Shoen, both
officers of U-Haul and major stockholders and directors of the Company.
Pursuant to the Exchange Agreements, on February 4, 1994, in
exchange for 3,475,520 shares of Common Stock owned by Mark V.
Shoen and 2,278,814 shares of Common Stock owned by James P.
Shoen, Mark V. Shoen and James P. Shoen received 3,475,520 and
2,278,814 shares of newly issued Series A Common Stock,
respectively.
In May 1990, William E. Carty sold 40,684 shares of the
Company's Common Stock to the ESOP Trust at the then-appraised
value of $10.00 per share. The Plan purchased the shares for
cash in the amount of $76,840 and a promissory note for $330,000.
The note is payable in six annual installments at an interest
rate of 9.6%. Performance on the note is guaranteed by the
Company. William E. Carty is a director of the Company.
In May 1994, William E. Carty sold 46.5% of 90.88 acres of
land to the Company for cash in the amount of $4,000,000. An
independent opinion of value was used to determine the Company's
offer to purchase and the purchase was completed below the amount
so determined.
Management believes that the foregoing transactions were
consummated on terms equivalent to those that prevail in
arm's-length transactions.
23
LEGAL PROCEEDINGS
The Company and certain members of the Company's Board of
Directors are defendants in an action currently pending in the
Superior Court of the State of Arizona in and for the County of
Maricopa entitled Samuel W. Shoen, M.D., et al. v. Edward
J. Shoen, et al., No. CV88-20139, instituted August 2, 1988.
The plaintiffs, certain stockholders of the Company who are part
of a stockholder group that is currently opposed to existing
Company management (see footnote 2 under "Security Ownership of
Certain Beneficial Owners and Management" on pages 4 - 10 above),
filed a Fourth Amended Complaint in February 1992 and have
alleged, among other things, that certain of the individual
plaintiffs were wrongfully excluded from sitting on the Company's
Board of Directors in 1988 through the sale of Company Common
Stock to certain key employees. That sale allegedly prevented
such stockholder group from gaining a majority position in the
Company's voting stock and control of the Company's Board of
Directors. The plaintiffs allege various breaches of fiduciary
duty and other unlawful conduct by the individual defendants and
seek equitable relief, compensatory damages, and punitive
damages. The Court has dismissed all claims for equitable relief
that would have allowed the plaintiffs to sit on the Board of
Directors, subject only to the right, to the extent that any
exists, of the plaintiffs to appeal such dismissal. The Court
has also dismissed all claims by all but two of the plaintiffs,
except for certain derivative claims for attorneys' fees and
costs. The Court has scheduled a trial of the case on August 17,
1994. Management of the Company does not expect the plaintiffs'
damage claims to result in a material loss to the Company.
Private arbitration proceedings commenced by Sophia M. Shoen
and Paul F. Shoen against the Company were convened on June 19,
1994. In the arbitration, Sophia M. Shoen asserts that the
Company has breached its obligations to her by failing to timely
register the sale of her shares and by failing to remove the
right of first refusal on all Company Common Stock. Paul F.
Shoen asserts that the Company has breached its obligations to
him by failing to consummate the purchase from him of 58,824
shares of Company Common Stock for an aggregate purchase price of
$1,000,000 and, on an anticipatory basis, by failing to remove
the right of first refusal on all of the Company's outstanding
Common Stock. Sophia M. Shoen and Paul F. Shoen assert that, as
a consequence of these alleged breaches, they are released from
the Stockholder Agreement described under "Security Ownership of
Certain Beneficial Owners and Management" on pages 4 - 10. The
Company disagrees with the above assertions. An arbitration
hearing on these issues is presently scheduled for July 26, 1994.
24
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements as
of March 31, 1995, and for the year then ending will be examined
by Price Waterhouse, independent certified public accountants.
Representatives of Price Waterhouse will not be present at the
Annual Meeting.
SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors, and beneficial owners of more
than 10% of any class of equity securities of the Company to file
reports of ownership of Company equity securities with the SEC.
Based solely on its review of the copies of such forms received
by it, the Company believes that during the fiscal year ended
March 31, 1994 all filing requirements applicable to its
directors, officers and greater than 10% beneficial holders were
complied with.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy
relating to the 1995 Annual Meeting of Stockholders, a proposal
intended for presentation at that meeting must be submitted in
accordance with the applicable rules of the SEC and received by
the Secretary of AMERCO, c/o U-Haul International, Inc., 2721
North Central Avenue, Phoenix, Arizona 85004, on or before March
10, 1995. Proposals to be presented at the 1995 Annual Meeting
of Stockholders that are not intended for inclusion in the proxy
statement and form of proxy must be submitted in accordance with
the applicable provisions of the Company's By-Laws, a copy of
which is available upon written request, delivered to the
Secretary of AMERCO at the address in the preceding sentence.
The Company suggests that proponents submit their proposals to
the Secretary of AMERCO by Certified Mail-Return Receipt
Requested.
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year
ended March 31, 1994 is enclosed with this Proxy Statement. The
Annual Report is not to be regarded as proxy solicitation
material.
THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER OF RECORD ON THE
RECORD DATE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM
10-K, INCLUDING THE REQUIRED FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES. WRITTEN REQUESTS FOR THIS INFORMATION
SHOULD BE DIRECTED TO: MANAGER, FINANCIAL REPORTING,
U-HAUL INTERNATIONAL, INC., P.O. BOX 21502, PHOENIX, ARIZONA 85036-1502.
AMERCO(REGISTERED TRADEMARK) ANNUAL MEETING OF STOCKHOLDERS
July 21, 1994 - 2:00pm
TONOPAH, NEVADA
ANNUAL MEETING PROCEDURES
In fairness to all stockholders attending this Annual Meeting,
and in the interest of an orderly meeting, we ask you to honor
the following:
A. Admission to the meeting is limited to stockholders of
record or their proxies. Stockholders of record voting
by proxy will not be admitted to the meeting unless
their proxies are revoked, in which case the holders of
the revoked proxies will not be permitted to attend the
meeting. THE MEETING WILL NOT BE OPEN TO THE PUBLIC.
The media will not be given access to the meeting
through the proxy process.
B. Cameras and recording devices of all kinds (including
stenographic) are prohibited in the meeting room.
C. After calling the meeting to order, the Chairman will
require the registration of all stockholders intending
to vote in person, and the filing of all proxies with
the teller. After the announced time for such filing of
proxies has ended, no further proxies or changes,
substitutions, or revocations of proxies will be
accepted. (Bylaws, Article II, Section 9)
D. The Chairman of the meeting has absolute authority to
determine the order of business to be conducted at the
meeting and to establish rules for, and appoint
personnel to assist in, preserving the orderly conduct
of the business of the meeting (including any informal,
or question-and-answer, portions thereof). (Bylaws,
Article II, Section 9)
E. When an item is before the meeting for consideration,
questions and comments are to be confined to that item
only.
F. Pursuant to Article II, Section 5 of the Company's
Bylaws, only such business (including director
nominations) as shall have been properly brought before
the meeting shall be conducted.
Pursuant to the Company's Bylaws, in order to be properly
brought before the meeting, such business must have
either been (1) specified in the written notice of the
meeting given to stockholders on the record date for
such meeting by or at the direction of the Board of
Directors, or (2) brought before the meeting at the
direction of the Board of Directors or the Chairman of
the meeting, or (3) specified in a written notice given
by or on behalf of a stockholder on the record date for
such meeting entitled to vote thereat or a duly
authorized proxy for such stockholder, in accordance
with all of the following requirements:
(a) Such notice must have been delivered personally to,
or mailed to and received at, the principal executive
office of the corporation, addressed to the attention
of the Secretary no later than May 4, 1994;
(b) Such notice must have set forth:
(i) a full description of each such item of
business proposed to be brought before the
meeting and the reasons for conducting such
business at such meeting,
(ii) the name and address of the person proposing to
bring such business before the meeting,
(iii) The class and number of shares held of record,
held beneficially, and represented by proxy by
such person as of the record date for the
meeting,
(iv) if any item of such business involves a
nomination for director, all information
regarding each such nominee that would be
required to be set forth in a definitive proxy
statement filed with the Securities and
Exchange Commission ("SEC") pursuant to
Section 14 of the Securities Exchange Act of
1934, as amended, or any successor thereto
(the "Exchange Act"), and the written consent
of each such nominee to serve if elected,
(v) any material interest of such stockholder in
the specified business,
(vi) whether or not such stockholder is a member of
any partnership, limited partnership,
syndicate, or other group pursuant to any
agreement, arrangement, relationship,
understanding, or otherwise, whether or not in
writing, organized in whole or in part for the
purpose of acquiring, owning, or voting shares
of the corporation, and
(vii) all other information that would be required to
be filed with the SEC if, with respect to the
business proposed to be brought before the
meeting, the person proposing such business
was a participant in a solicitation subject to
Section 14 of the Exchange Act. No business
shall be brought before any meeting of the
Company's stockholders otherwise than as
provided in this Section.
The Chairman of the meeting may, if the facts warrant, determine
that any proposed item of business or nomination as director was
not brought before the meeting in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to
the meeting and the improper item of business or nomination shall
be disregarded.
G. At the appropriate time, any stockholder who wishes to
address the meeting should do so only upon being
recognized by the Chairman of the meeting. After such
recognition, please state your name, whether you are a
stockholder or a proxy for a stockholder, and, if you
are a proxy, name the stockholder you represent. All
matters should be concisely presented.
H. A person otherwise entitled to attend the meeting will
cease to be so entitled if, in the judgment of the
Chairman of the meeting, such person engages thereat in
disorderly conduct impeding the proper conduct of the
meeting against the interest of all shareholders as a
group. (Bylaws, Article II, Section 6)
I. If there are any questions remaining after the meeting is
adjourned, please take them up with the representatives
of the Company at the Secretary's desk. Also, any
matter of a personal nature that concerns you as a
stockholder should be referred to these representatives
after the meeting.
J. The views, constructive comments, and criticisms from
stockholders are welcome. However, it is requested that
no matter be brought up that is irrelevant to the
business of the Company.
K. It is requested that common courtesy be observed at all
times.
Our objective is to encourage open communication and the free
expression of ideas, and to conduct an informative and meaningful
Annual Meeting in a fair and orderly manner. Your cooperation
will be sincerely appreciated.
PROXY
AMERCO
1325 Airmotive Way
Suite #100
Reno, Nevada 89502-3239
ANNUAL MEETING DATE: July 21, 1994
THIS PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF
DIRECTORS
John M. Dodds is hereby appointed proxy, with full power of
substitution, to vote all share of stock which I am (we are)
entitled to vote at the 1994 annual meeting of stockholders, and
at any adjournment thereof.
1. Election of Directors:
[ ] For all Nominees [ ] Withhold Authority
(listed below except (to vote for all
as marked to the nominees listed
contrary below) below)
INSTRUCTIONS: To withhold authority to vote for any individual
----------
nominee, strike a line through the nominee's name
below.
CLASS IV (term expires 1998) Edward J. Shoen Mark V. Shoen
--------------- -------------
CLASS I (term expires 1995) Aubrey K. Johnson
-----------------
2. Amend the Restated Bylaws to remove the Company's right
of first refusal on its Common Stock.
[ ] FOR [ ] AGAINST
3. In his discretion, vote upon such other business as may
properly come before this meeting.
This proxy will be voted as specified above. In the absence of
specification it will be voted FOR Proposals 1 and 3, and AGAINST
Proposal 2. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
DATED July , 1994. Please sign as name(s) appear to the left.
Joint owners should both sign. Fiduciaries, attorneys, corporate
officers, etc., should state their capacities.
______________________________ ______________________________
Signature Signature