John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and
AUBREY K. JOHNSON, Debtors and Debtors-In-Possession
Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(602) 624-8886
Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
Debtor. )
______________________________
In re: )
) Case No. 95-1431-PHX-JMM
JAMES P. SHOEN, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1432-PHX-JMM
AUBREY K. JOHNSON, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1433-PHX-JMM
JOHN M. DODDS, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1434-PHX-JMM
WILLIAM E. CARTY, )
)
Debtor. )
_____________________________
DEBTORS' FIRST AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS
-----------------------------------------------
This First Amendment (the "First Amendment") is
proposed by each of the Debtors<F1> in the above-captioned jointly
administered Chapter 11 cases. Pursuant to Bankruptcy Code
Section 1127, 11 U.S.C. Section 1127, the Debtors hereby
modify their respective Plans<F2> as stated below.
I. PRELIMINARY STATEMENT.
---------------------
The Debtors are presenting the First Amendment in the
context of two (2) economically significant events which have
occurred recently.
In chronological order, the first of the events
occurred on October 2, 1995. At that time, the various Creditors
holding the Share Case Claims (other than Mary Anna (Shoen) Eaton
and MARAN, Inc.) voted to reject the Debtors' Plans. As a
result, those rejecting Creditors stated that they did not agree
to proceed under the optional Accepting Creditor Settlement
proposed in each of the Debtors' Plans. Accordingly, while the
Debtors remain willing to negotiate and structure settlements
with each of those Creditors (if any of those Creditors are
willing to settle), the Debtors' formal proffer of the Accepting
Creditor Settlement has not been accepted by those Creditors; and
_______________
<F1> Unless otherwise expressly stated herein, all capitalized
defined terms will have the same meanings as in the Amended and
Restated Plans of Reorganization (dated April 25, 1995 and amended
and restated July 28, 1995) which the Debtors have filed. The
First Amendment is a modification of each of those Plans, and
henceforth, the defined term "Plan" appearing therein will be
deemed to incorporate and include the First Amendment.
<F2> See note 1, supra, regarding the defined term "Plan" and
--- -----
the incorporation, henceforth, of the First Amendment in the
Debtors' Plans.
it should be, and hereby is, withdrawn from the Debtors' Plans.
Such withdrawal does not, and will not, affect the Debtors'
transactions with Mary Anna (Shoen) Eaton and MARAN, Inc., which
are discussed below.
The second recent economically significant event
occurred on October 10, 1995, when the Bankruptcy Court entered
an Order approving the Debtors' participation in: (1) the
"Settlement Agreement," dated September 19, 1995, by and among
---------------------
Mary Anna (Shoen) Eaton, MARAN, Inc., the Debtors, and AMERCO
(the "Settlement Agreement"); and (2) the "Stock Purchase
---------------
Agreement," dated September 19, 1995, by and among Mary Anna
- ---------
(Shoen) Eaton, MARAN, Inc., and the Debtors (the "Stock Purchase
Agreement"). Collectively, the Settlement Agreement and the
Stock Purchase Agreement are identified as the "Agreements." The
Bankruptcy Court's approval of the Debtors' participation in the
Agreements and the closings of the transactions provided in the
Agreements have the following effects:
(a) The Share Case Claims will be reduced by
$84,576,312.00; and the claim for accrued and accruing interest
on that portion of the Share Case Claims both before and after
the Petition Date will be resolved and extinguished;
(b) The Disputed Punitive Damage Claim against
the Debtor Edward J. Shoen, including the claim for interest thereon both
before and after the Petition Date, will be reduced by one-seventh (1/7)
of the total amount of that Claim; and
(c) Adjustments should be, and will be, made in the
property exchanged or distributed under the Plans commensurate
with the economic effects of the Agreements. Further adjustments
will be made, and will be reflected in subsequent modification(s)
of the Plans, when and if the Debtors are able to make another
settlement(s) with any of the other Creditors holding the Share
Case Claims.
Aside from the effects of the above-referenced
recent events, the Debtors also believe that it is appropriate to
make technical modifications of the Plans to eliminate any
confusion which may result from the use of the defined term
"Shareholder Plaintiffs." The modified definitions noted below
are technical modifications of the Plans which are absolutely
consistent with the intended substance of the Plans when and
since the Debtors filed their Amended and Restated Plans of
Reorganization on July 28, 1995.
II. PLAN MODIFICATIONS.
------------------
1. Withdrawal Of Accepting Creditor Settlement. Without
-------------------------------------------
prejudice to the closing of the Agreements and the Debtors'
willingness to negotiate other settlement(s), the Accepting
Creditor Settlement will be, and hereby is, withdrawn from each
of the Debtors' Plans.
2. Modifications Resulting From The Agreements. As a
-------------------------------------------
result of the Agreements, the Bankruptcy Court's approval of the
Debtors' participation in the Agreements, and the Debtors' intended
closings of the Agreements, the following adjustments will be, and
hereby are, made in the property proposed to be
exchanged or distributed pursuant to the Debtors' Plans:
(a) The Series "B" preferred stock of AMERCO which is
proposed to be exchanged with the Stock Exchange Distributees
will be, and hereby is, adjusted to $101,398,336.00;
(b) The Series "D" preferred stock of AMERCO which is
proposed to be part of the Settlement Trust Property will be, and
hereby is, adjusted to $193,000,000.00;
(c) The SAC Mortgage Loan and the Two SAC Mortgage
Loan,<F3> in the total principal amount of $85,233,192.00, will be, and
hereby are, withdrawn from the proposed Settlement Trust
Property.<F4> However, the 1993 REMIC Certificate (also referred to
as the Class C Certificate) having a value, as of October 1,
1995, of $12,523,624.00, including accrued interest, will
continue to be part of the proposed Settlement Trust Property.
The Restructured Mortgage Loans having an aggregate principal
balance, as of October 1, 1995, of $12,748,336.00 and the
Existing Mortgage Loans having an aggregate principal balance, as
of October 1, 1995, of $1,006,686.00 also will continue to be
______________
<F3> The SAC Mortgage Loan and the TWO SAC Mortgage Loan are
defined in the Debtors' Disclosure Statements. See, e.g., Exhibit
--- ----
"A" to the Disclosure Statements at Section D. 3.(b) and Schedule
"3" attached to that exhibit.
<F4> The Creditors alleging the Share Case Claims have
objected vigorously to the inclusion of the SAC Mortgage Loan and
the TWO SAC Mortgage Loan in the Settlement Trust Property. In
light of the relief provided by the Agreements, the Debtors (as
well as AMERCO) believe that these assets will be put to better use
in support of the Plans if they are retained, sold, and/or
securitized by AMERCO.
part of the proposed Settlement Trust Property;
(d) The real property listed on attached replacement
Schedule "4", which has total appraisal values of $47,187,000.00
and positive cash flow from rental income in excess of property
taxes and other expenses, will continue to be part of the
proposed Settlement Trust Property; and
(e) The sum of $10,118,318.00 will be paid in cash on the
Effective Date as part of the proposed Settlement Trust Property.
AMERCO will fund the cash payment.
Pursuant to the economic effects of the
Agreements, the total remaining Share Case Claims (comprised of
the judgment amounts thereof and accrued interest thereon from
February 14, 1995 to the Petition Date)<F5> will be reduced to
$377,982,300.00 as of the Petition Date. The Debtors believe
that the values of the Series "B" preferred stock (exchanged in
the Stock Exchange Distribution) and the Series "D" preferred
stock, the 1995 REMIC Certificate, the remaining Mortgage Loans,
the real property, and the above-referenced cash payment
(comprising the Settlement Trust Property) are, and will be,
sufficient to pay in full the above-referenced remaining Share
Case Claims on the Effective Date. The Contingency Fund
established in the Plans will remain in full force and effect
______________
<F5> The Debtors do not believe that any taxable costs in the
Arizona Litigation have been awarded pursuant to the Share Case
Judgment. If and when there is any such award or if taxable costs
in the Arizona Litigation are otherwise allowed as part of the
Share Case Claims, such allowed taxable costs will be paid in cash.
(except that the size of the Contingency Fund will be reduced
------------
because post-Petition Date interest is no longer claimed with
respect to the $84,576,312.00 portion of the Share Case Claims
which will be satisfied pursuant to the Agreements). In the Plan
filed by the Debtor Edward J. Shoen, the provisions treating the
Disputed Punitive Damage Claim will remain in full force and
effect (except that one-seventh (1/7) of the total amount of the
-----------
Disputed Punitive Damage Claim has been extinguished as a result
of the Agreements (specifically, the Settlement Agreement).
3. Technical Definitional Modifications. Confusion has
------------------------------------
arisen from the global use of the term "Shareholder Plaintiffs"
in the Plans because that term may convey the erroneous
impression that all of the plaintiffs in the Arizona Litigation
own shares of AMERCO common stock. They do not. In fact, the
plaintiffs which are the record owners of the AMERCO common stock
are the entities<F6> and one (1) individual identified in the Plans
as the "Stock Exchange Distributees." Accordingly, for the sake
of clarity (and to express more clearly the substantive intent of
the Amended and Restated Plans when and since those Plans were
filed on July 28, 1995), the Debtors will make the following
technical modifications in the definitions appearing in the
Plans:
______________
<F6> Samuel W. Shoen, M.D., has testified in his deposition
that the shares of AMERCO common stock owned by SAMWILL, Inc. have
been transferred to a successor entity. However, on the records of
AMERCO, SAMWILL, Inc. still appears as the record owner of these
AMERCO shares. Furthermore, as a result of the Agreemtns, MARAN,
Inc. will be deleted from the entities which will be the Stock
Exchange Distributees and Mary Anna (Shoen) Eaton will be deleted
from the beneficiaries of the Settlement Trust.
(a) When the plaintiffs in the Arizona Litigation are
referred to collectively regardless of whether they do or do not
own shares of AMERCO common stock, the defined term will be
"Share Case Plaintiffs";
(b) The defined term "Shareholder Plaintiffs" will be
changed so that it refers only to the record owners of the AMERCO
common stock (thus, "Shareholder Plaintiffs" and "Stock Exchange
Distributees" will refer to the same individual and entities and
either of those synonymous terms may be used in the proper
context). Where "Shareholder Plaintiffs" is used in the prefix
of a defined term, it will be changed to "Share Case Plaintiffs"
(i.e., "Share Case Plaintiffs Effective Date Payoff"); and
----
(c) The Plaintiffs in the Arizona Litigation who do
not own the shares of AMERCO common stock will be identified by the
defined term "Non-Shareholder Plaintiffs." The Non-Shareholder
Plaintiffs will receive settlement payments under the Plan as the
beneficiaries, on the Effective Date, of the Settlement Trust.
4. Incorporation By Reference. The First Amendment
------------------------------
will be, and hereby is, incorporated by reference in the Debtors'
Plans. At or before the date of entry of the Confirmation Order
(and in accordance with any other modification(s) of the Plans
which may be made as a result of further settlement(s) or other
events in the confirmation process), the Debtors may meld the
modifications made by the First Amendments into the language of
the Plans in order to make the final iteration of the Plans more
precise.
5. Plans Continue In Effect. Except as expressly modified
------------------------
by the First Amendment, the Debtors' Plans continue in full force
and effect.
DATED: October 16, 1995 /S/ Edward J. Shoen
________________________
EDWARD J. SHOEN, Debtor
and Debtor-In-Possession
/S/ James P. Shoen
________________________
JAMES P. SHOEN, Debtor
and Debtor-In-Possession
/S/ John M. Dodds
________________________
JOHN M. DODDS, Debtor
and Debtor-In-Possession
/S/ Aubrey K. Johnson
________________________
AUBREY K. JOHNSON, Debtor
and Debtor-In-Possession
/S/ William E. Carty
________________________
WILLIAM E. CARTY, Debtor
and Debtor-In-Possession
PREPARED AND
SUBMITTED BY:
STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
By /S/ John J. Dawson
__________________
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel
Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
By /S/ Lowell E. Rothschild*
________________________
Lowell E. Rothschild
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession
* Signed with counsel's permission by John J. Dawson
SCHEDULE "4"
------------
REAL PROPERTY
-------------
(Amends/Replaces Disclousere Statement
-------------------------------------
Exhibit "A", Schedule "4")
-------------------------
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
775/71A 1012 & 775/71B 1013 / REO ALA
HUNTSVILLE, ALABAMA $230,000 $6,761 $31,920.00 $6,761.00
4308 University Road
723/00A 1642 / REO KC
CHANDLER, ARIZONA $2,350,000
NWC Kyrene & Chandler $15,097
723/46A 0435 / REO CHA
CHANDLER, ARIZONA $180,000 $16,954
Knox Road
615/003 62500F 0089 / REO GIL
(MARICOPA CTY) ARIZONA
NEC Pecos & Recker $750,000 $18,970
SWC Pecos & Recker $6,120,000 $73,000.00 $95,000.00
B 0082, C 0083, D 0884, E 0085
723/00C 1722 / REO GH
GILBERT, ARIZONA $255,000
Gilbert & Houston $7,188
615/003 061/97C 0007 / REO TAT
PARADISE VALLEY, ARIZONA $1,580,000 $14,544
7211 North Tatum Boulevard
723/64A 0415 REO CEN
PHOENIX, ARIZONA $325,000 $20,447 $48,000.00
901 North Central Avenue
723/00B 1643 / REO RE
TEMPE, ARIZONA $5,600,000 $1,927 $9,000.00
SWC Rural & Elliott $22,901
706/28A 0203 / REO ROS - DISC
ROSEVILLE, CALIFORNIA $840,000 $7,040 $3,300.00
224 Harding Blvd.
788/00 0788 XZ 0019 / REO POM
POMPANO BEACH, FLORIDA $640,000 $19,305
Sample Road & Powerline Road
785/00 0785 XZ 0027 / REO PO
PORT ORANGE, FLORIDA $550,000 $8,194
Nova Road & Madeline Avenue
788/00 0788 XZ 0021 / REO SUN
SUNRISE, FLORIDA $430,000 $12,838
NWC of Pine Island & NW 50th St.
730/00A 0047 - 730/00A 0048 / REO CB
COUNCIL BLUFFS, IOWA $450,000 $12,358
721 & 723 32nd Avenue
325/00A 0075 / REO GCI
GARDEN CITY, IDAHO $500,000 $8,027 $37,200.00 $8,027.00
Chinden Boulevard
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
734/08A 0521 / REO KCK
KANSAS CITY, KANSAS $450,000 $20,339 $60,000.00 $20,339.00
401 South 42nd Street
773/06A 0982 / REO LEW
KENTUCKY, LOUISVILLE $215,000 $1,813 $22,080.00 $1,813.00
3311 7th Street Road
754/23A 0808 / REO TAY
TAYLOR, MICHIGAN $960,000 $22,698 $31,281.60
8901 Telegraph Road
748/58A 0735 / REO
HATTIESBURG, MISSISSIPPI $280,000 $6,083 $6,000.00
Highway 49 North
718/59A 0371 / REO BIL
BILLINGS, MONTANA $725,000 $9,330
1145 E. Main Street
838/00A 1668 / REO RJ
LAS VEGAS, NEVADA $300,000 $3,316
Rancho and Jones
706/86A 0204 / REO VIR
RENO, NEVADA $550,000 $7,178
10405 Old Virginia Road
814/00D 1608 / REO JC1
JERSEY CITY, NEW JERSEY $350,000 $18,404
340 Tonnele Avenue
814/42B 1418 / REO JC2
JERSEY CITY, NEW JERSEY $650,000 $21,203
Routes 1 & 9 & Tonnele
766/00A 0882; 615/035 48000A 0038
AKRON, OHIO / REO WAT $310,000 $11,932 $30,000.00
3445 East Waterloo Road
143/00A 0025 / REO OK2
OKLAHOMA CITY, OKLAHOMA $200,000 $2,205 $30,612.00
1612 SE 25th Street
738/00 1699 / REO OKA
OKLAHOMA CITY, OKLAHOMA $375,000 $4,233
Memorial Drive
812/00A 1387 & 812/00B 1389 / REO WIL
WILLOW GROVE, PENNSYLVANIA $775,000 $15,312
1601-17 Easton Road
783/69A 1090 / REO CSC
CAYCE, SOUTH CAROLINA $400,000 $2,608
1400 Knox Abbott Drive
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
105/00A 0014 / REO MEM
MEMPHIS, TENNESSEE $430,000 $8,699 $48,000.00
2152 Riverside Blvd.
771/67A 0962 / REO MIL
MILLINGTON, TENNESSEE $350,000 $4,987 $6,000.00
Navy Road & Highway 51 N.
741/00G 1635 / REO GAR
GARLAND, TEXAS $150,000 $2,495
Broadway Road
746/00L 1709 / REO SHT
HARRIS COUNTY, TEXAS $2,175,000 $51,858
Sam Houston Tollway
746/00G 1693 REO WCR
HOUSTON, TEXAS $265,000 $13,228
SWC of FM 1960 & Woodcreek
746/45 0707 / REO OLD
HOUSTON, TEXAS $790,000 $16,000
Old Katy Road
746/00J 1696 / REO WOO -- DISC
HOUSTON, TEXAS $430,000 $13,870
FM 1960 & Woodedge
746/00A 0676 & 746/00F 0710 / REO EAS
HOUSTON, TEXAS $230,000 $8,676 $19,200.00
11356 Eastex Freeway
741/21A 1616 / REO MES
MESQUITE, TEXAS $110,000 $2,738
LBJ & Gross Road
746/00N 1724 / REO MC -- DISC
MISSOURI CITY, TEXAS $815,000 $29,814
NWC of FM 1092 & Cartwright Rd
741/00E 1625 / REO NRH
NORTH RICHLAND HILLS, TEXAS $400,000 $4,649
State Highway 26 & Harwood Drive
741/00A 1612 / REO COI
PLANO, TEXAS $380,000 $3,043
Coit Road North of Spring Creek Pkwy
741/00D 1615 / REO LOS
PLANO, TEXAS $390,000 $34
Los Rios Boulevard
744/00B 1692 / REO SAN
SAN ANTONIO, TEXAS $610,000 $15,929
FM 78 (Woodlake Park)
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
744/00A 0659 / REO BAN
SAN ANTONIO, TEXAS $290,000 $8,108 $30,000.00 $8,108.00
1114 Bandera Road
832/66A 1486 & 66B 1488 / REO SBI
SAN BENITO, TEXAS $790,000 $15,102 $90,000.00 $15,102.00
1 Industrial Way
818/75A 1436 / REO DUM
DUMFRIES, VIRGINIA $320,000 $3,792
211 South Main Street
818/00B 1706 / REO MP
MANASSAS PARK, VIRGINIA $185,000 $27,881
East Side of Rt 28 Lot 4
703/25A 0137 / REO SPO
SPOKANE, WA $1,450,000 $18,261
South 204 Fancher
803/75A 1317 / REO HIC
HICKSVILLE, NEW YORK $700,000 $74,927 $15,000.00
1000 Broadway
740/70A 0600 / REO MID
MIDLAND, TEXAS $575,000 $14,600
5702 West Industrial
03037/200159 / REO HUN / 632/04
HUNTINGTON PARK, CALIFORNIA $300,000 $6,890 $28,685.00
7022-24 Maribrisa
03062/200173 / REO LAN / 632/11
LANCASTER, CALIFORNIA $84,000 $6,701
Avenue "L" West of 90th Street West
2025/200129 / REO HOW
SAN DIEGO, CALIFORNIA $260,000
2203 Howard / 632/15 $1,445
2215 Howard / 632/16 $1,305
2217-19 Howard / 632/17 $1,200
4181 Mississippi / 632/18 $2,486
2037/200135 / REO PAS / 632/19
PASADENA, CALIFORNIA $525,000 $904 $59,947.00
839 Summit Avenue
03067/200175 / REO ANA / 633/01
ANAHEIM, CALIFORNIA $265,000 $9,774 $29,160.00
330 South Melrose
03082/200183 / REO WES / 634/03
LOS ANGELES, CALIFORNIA $340,000 $1,002 $19,788.00
5400 South Western Avenue
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
0/200172 / REO BRO / 634/04
LOS ANGELES, CALIFORNIA $1,000,000 $19,803 $81,786.00
1615-1627 South Broadway & 134 Venice Blvd.
3083/200184 / REO GAG /634/05
LOS ANGELES, CALIFORNIA $480,000 $1,648
777 East Gage Avenue
2016/200121 / REO FON / 634/07
CALIFORNIA, FONTANA $300,000 $2,581
15623 Boyle Avenue
REO RIV / 632/25
RIVERSIDE, CALIFORNIA $188,000 $4,254
Ribidox and 30th Street
2026/200130 / REO LB / 632/23
LONG BEACH, CALIFORNIA $1,950,000 $26,360 $228,591.00
1360 East Anaheim Street
02/200187 / REO DUR / 634/06
DULZURA, CALIFORNIA $400,000 $4,228 $19,305.00
19037 Highway 94
3044/200163 / REO BEL / 632/26
BELLFLOWER, CALIFORNIA $260,000 $4,802 $23,764.00
16125 Clark Avenue
3077/200180 / REO ARO / 632/27
FONTANA, CALIFORNIA $400,000 $10,208 $23,764.00
16701-16721 Arrow Boulevard
03019/200149 / REO IVY / 632/29
GLEN IVY HOT SPRINGS, CALIFORNIA $160,000 $526
Temescal Canyon Rd & Mayhew
03026/200153 / REO JIL / 632/28
BULLHEAD CITY, ARIZONA $440,000 $14,362 $41,022.00
1531 Jill Way
1010/200091 / REO PAL / 632/31
PALM SPRINGS, CALIFORNIA $660,000 $14,391 $686.08
1680 East Palm Canyon Drive
*** Rental is from 2/95 to 8/95
TOTAL $47,187,000 $812,766 $1,147,091.68 $60,150.00 $95,000.00