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
(520) 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, )
) (Jointly Administered As
Debtor. ) Case No. 95-1430-PHX-JMM)
- ------------------------------
DEBTORS' FOURTH AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS
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This Fourth Amendment (the "Fourth Amendment") is
proposed by each of the Debtors<F1> in the above-captioned jointly
administered Chapter 11 cases. Pursuant to Bankruptcy Code
1127, 11 U.S.C. 1127, the Debtors hereby propose the
modifications of their respective Plans<F2> which are stated below:
1. Preliminary Statement. On January 26, 1996, the
---------------------
Bankruptcy Court issued a "Memorandum Decision Re: Plan
---------------------------------
Confirmation" (the "Memorandum Decision"). As the Debtors will
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state more fully with respect to other relief which they are
requesting regarding the Bankruptcy Court's rulings in the
Memorandum Decision, the Debtors strongly disagree with certain
of those rulings. Nevertheless, and with full reservation of
their legal rights, the Debtors intend to present, and hereby
present, modifications of their Plans which they believe will
enable them to confirm their Plans as a matter of law even if
they do not succeed in obtaining relief from the disputed rulings
in the Memorandum Decision. The Debtors continue to propose full
payment Plans. The Debtors believe that the Memorandum Decision
is interlocutory; and that, as of the filing date of this Fourth
Amendment modifying the Debtors' Plans, the Bankruptcy Court has
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<F1> Unless otherwise expressly stated herein, all capitalized defined terms
will have the same meanings as in the Amended and Restated Plans of
Reorganization, the First Amendment, the Second Amendment, and the Third
Amendment which the Debtors have filed. The Fourth 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 Fourth Amendment.
<F2> See note 1, supra, regarding the defined term "Plan" and
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the incorporation, henceforth, of the Fourth Amendement in the Debtors' Plans.
not entered (and should not enter) any Order denying confirmation
of the Debtors' Plans. The Debtors further believe that
additional solicitation of acceptances of their Plans (as
modified by the Fourth Amendment) is not necessary; and that
adequate information has been provided to all affected parties
(i.e., the Share Case Plaintiffs) pursuant to the Debtors'
----
existing Disclosure Statements and twelve (12) days of
evidentiary hearings already conducted before the Bankruptcy
Court during the Confirmation Hearing. Accordingly, the Debtors
believe that it is appropriate to schedule further proceedings
regarding confirmation of their Plans.
2. Modified Treatment Of Classes 3A, 3B, 3C, 3E, 3F, And
-----------------------------------------------------
3G. Pursuant to the Fourth Amendment, each of the respective
- --
Share Case Claims in each of the respective Classes listed above
will be treated and paid as follows:
(a) Full Payment. On or before the Effective Date, each
------------
Share Case Claim, if and to the extent that it is an Allowed
Claim, will be paid in full, including, but not limited to, the
payment of all interest on such Allowed Claim which is necessary
to pay the Allowed Share Case Claim in full and to obtain each
Shareholder Plaintiff's AMERCO common stock. Unless otherwise
agreed between the Debtors and the respective Share Case
Plaintiffs, the payments of the Allowed Share Case Claims will
consist of up to $286 million additional cash<F3> and such other
property (such as publicly traded securities or additional cash
if required to confirm the Plans) which the Bankruptcy Court
determines to be of indisputable value sufficient to pay the
respective Allowed Share Case Claims in full. The Debtors
believe that they have unexpired rights to appeal the Share Case
Judgment; and that they are entitled to relief from certain
rulings made by the Bankruptcy Court in the Memorandum Decision.
Furthermore, the Debtors are prepared to participate in
settlement negotiations under the supervision of a settlement
judge as suggested in the Bankruptcy Court's Memorandum Decision.
Any or all of these matters may affect the amounts ultimately
payable on account of the respective Share Case Claims. The
Debtors will not be precluded from exercising any of these rights
and remedies so long as they satisfy the Bankruptcy Court that
their Plans are confirmable and sufficient to pay the Disputed
Share Case Claims in full when and if they are allowed, and when
and if the Debtors must pay those Allowed Claims as described in
the Memorandum Decision.
(b) Source Of Funds. The Debtors intend to obtain from
---------------
AMERCO the funding necessary to accomplish their payment of the
Allowed Share Case Claims. The Debtors believe that AMERCO will
be able to provide the cash needed to fund the Plans by making
use of financial resources which now will include some or all of
- ------------------
<F3> This amount is in addition to the approximately $64 million
paid to Mary Anna (Shoen) Eaton and MARAN, Inc. in the transactions
approved by the Court in October 1995.
the assets previously identified as the property to be
transferred to the Share Case Plaintiffs (i.e., the Series "B"
and "D" preferred stock, the Mortgage Notes, the REMIC
Certificate, and/or the Real Property), as well as other
resources of AMERCO.
(c) AMERCO As Debtors' Designee. The Debtors designate
---------------------------
AMERCO as the recipient of the AMERCO common stock which they are
entitled to obtain from each of the Shareholder Plaintiffs. Such
stock will be retired to AMERCO's treasury.
(d) Distributions. Unless otherwise stipulated by and
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among the Debtors, AMERCO, and the respective Share Case
Plaintiffs, the distributions on account of the respective
Allowed Share Case Claims will be made to the respective
Shareholder Plaintiffs which are the record owners of AMERCO
common stock as of the filing date of the Fourth Amendment.
(e) Incorporation Of Settlement(s). Any settlement(s)
------------------------------
reached on or before the Confirmation Date by and between the
Debtors and any of the respective Share Case Plaintiffs will be
deemed incorporated by reference in the Plans, unless otherwise
agreed in writing by the settling parties and approved by the
Bankruptcy Court.
3. Modification Of Effective Date. The Debtors make the
------------------------------
following modifications in the definition of the Effective Date
in their Plans: (a) the reference to one hundred twenty (120)
days is changed to one hundred eighty (180) days; and (b) the
reference to January 1, 1996 is changed to August 1, 1996.
Neither of these changes will delay the payment of any Allowed
Claim previously voting to accept the Debtors' respective Plans.
4. Offer To Settle Disputes. Paragraph 10 of the Third
------------------------
Amendment will be deemed withdrawn and superseded in favor of
settlement proceedings which may be conducted before a settlement
judge. The Debtors intend that the spirit of that provision of
the Third Amendment will be included in their negotiations before
a settlement judge.
5. Deletion of Class. The Class in each of the Debtors'
-----------------
Plans identified as "Share Case Judgment Codebtor Claims" is
-----------------------------------
hereby deleted from each of the Plans.
6. Incorporation By Reference. The Fourth Amendment will
--------------------------
be, and hereby is, incorporated by reference in the Debtors'
Plans. The Debtors intend to meld the modifications made by the
Fourth Amendment (as well as the First, Second, and Third
Amendments) into the language of the Plans in order to make the
final iteration of the Plans more precise. Except as modified by
the Fourth Amendment (either expressly or where the context
requires such a modification), the Debtors' Plans continue in
full force and effect. In particular, and without limitation,
the treatment of all other Classes under the Debtors' Plans
. . .
. . .
(i.e., all remaining Classes other than Classes 3A, 3B, 3C, 3E, 3F, and 3G)
remains the same.
DATED: January 29, 1996 /s/ Edward J. Shoen JPS
-----------------------------
EDWARD J. SHOEN,<F4>
Debtor and Debtor-In-Possession
/s/ James P. Shoen
------------------------------
JAMES P. SHOEN,
Debtor and Debtor-In-Possession
/s/ John M. Dodds JPS
------------------------------
JOHN M. DODDS,<F4>
Debtor and Debtor-In-Possession
/s/ Aubrey K. Johnson JPS
------------------------------
AUBREY K. JOHNSON,<F4>
Debtor and Debtor-In-Possession
/s/ William E. Carty JPS
------------------------------
WILLIAM E. CARTY,<F4>
Debtor and Debtor-In-Possession
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<F4> The Fourth Amendment has been reviewed by each of these
Debtors who are in geographically diverse locations. Each of them has
authorized James P. Shoen to sign their names (and his
initials) to the Fourth Amendment in order to expedite the filing
of the Fourth Amendment.
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
Lowell E. Rothschild, Esq.
Scott Gan, Esq.
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession