1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 6, 1994
---------------
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
- ----------- ---------------------------------- ------------------
0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (702) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
- --------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
Item 5. Other Events.
Certain members of the Board of Directors of AMERCO (the
"Company") are defendants in an action 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 Company was also a defendant in the
action as originally filed, but the Company was dismissed from the
action on August 15, 1994, subject only to the right, to the extent
that any exists, of the plaintiffs to appeal such dismissal. The
plaintiffs, who are all members of a stockholder group that is
currently opposed to existing Company management, 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 alleged various
breaches of fiduciary duty and other unlawful conduct by the
individual defendants and sought equitable relief, compensatory
damages, and punitive damages. The Court 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. Based
upon preliminary rulings by the Court, and the fact that the
plaintiffs alleged that their stock is virtually worthless, the
Company believes that the plaintiffs elected as their remedy in
this lawsuit to sell their shares of stock to the defendants. The
price was determined by the Court based on the excess of the value
of their stock in 1988 over the current value of their stock. On
October 7, 1994, the jury determined that (i) the defendants
breached their fiduciary duties, and (ii) such breach was the
proximate cause of the reduced value of the plaintiffs' stock. The
jury also determined the excess of the value of their stock in 1988
over the current value to be $80.64 per share or approximately
$1.47 billion based on a 1988 value of $81.12 per share and a
current value, discounted for lack of marketability, of the
virtually worthless value of $0.48 per share. The defendants do
not believe that the above valuations accurately reflect the change
in value of the plaintiffs' stock from 1988 to 1994. The jury also
awarded the plaintiffs $70 million in punitive damages against
Edward J. Shoen. The defendants intend to file post-trial motions
to (i) request a new trial and/or (ii) reduce the amount of
consideration to be paid to the plaintiffs for their stock.
Pursuant to separate indemnification agreements, the Company has
agreed to advance litigation expenses to the defendants and has
agreed to indemnify the defendants to the fullest extent permitted
by law or the Company's Articles of Incorporation or Bylaws, for
all expenses and damages, if any, incurred by the defendants in
this proceeding, subject to certain exceptions. The Company has no
indemnification obligation until a final judgment is entered. At
this time the extent of the Company's indemnification obligation,
if any, cannot be precisely estimated. The Company believes,
however, that it can honor its indemnification obligations, if any,
3
in a manner consistent with its existing credit agreements and
without material adverse change in the Company's financial
condition.
4
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
AMERCO
----------------------------
(Registrant)
/s/Gary B. Horton, Treasurer
By: ----------------------------
Gary B. Horton, Treasurer
(Principal Financial Officer)
Dated: October 12, 1994