July 26, 1999
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AMERCO Definitive Proxy Statement
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b), 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"), the definitive Proxy
Statement relating to the Company's 1999 Annual Meeting of Stockholders
to be held on August 27, 1999. The Company intends to release
definitive proxy materials to the Company's stockholders on or after
July 23, 1999.
If you have any questions, please contact me at (602) 263-6671 or
Michael M. Donahey at (602) 382-6381.
Sincerely,
AMERCO
/s/ Gary V. Klinefelter
Gary V. Klinefelter
Secretary and General Counsel
Enclosure
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERCO
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(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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AMERCO
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
NOTICE AND PROXY STATEMENT*
FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 27, 1999
TO THE STOCKHOLDERS:
The 1999 Annual Meeting of the Stockholders of AMERCO
(the "Company") will be held at the Airport Plaza Hotel, 1981
Terminal Way, Reno, Nevada 89502, on Friday, August 27, 1999,
at 11:00 a.m. (local time) to (1) elect two Class I Directors
to serve until the 2003 Annual Meeting of Stockholders; and
(2) consider and act upon any other business that may properly
come before the meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business
on June 28, 1999 as the record date for the determination of
stockholders entitled to receive notice of and to vote at the
meeting or any adjournment(s) thereof.
A copy of the Company's Annual Report for the year ended
March 31, 1999, is enclosed, but is not deemed to be part of
the official proxy soliciting materials.
Your attention is directed to the accompanying proxy and
proxy statement.
Subject to applicable law, if any other matters properly
come before the meeting, the person named in the enclosed
proxy will vote thereon in accordance with his judgment.
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 meeting to observe the annual meeting procedures attached
hereto as Exhibit A.
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.
* Approximate date of mailing to stockholders: July 29, 1999
1
AMERCO
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 27, 1999
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 1999 Annual Meeting of Stockholders to be held
on Friday, August 27, 1999 at 11:00 a.m. at the Airport Plaza Hotel, 1981
Terminal Way, Reno, Nevada 89502 (the "Meeting"), and at any adjournment or
adjournments thereof.
Only stockholders of record at the close of business on June 28, 1999 (the
"Record Date") are entitled to notice of and to vote at the Meeting. At the
close of business on the Record Date, the Company had outstanding 16,851,592
shares of its Common Stock, $0.25 par value, and 5,762,495 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 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 of Common Stock for the
election of directors and on all other 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, 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 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 23, 1999.
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 employees
of the Company.
Subject to applicable law, if any other matters properly come before the
Meeting, the person named in the enclosed proxy will vote thereon in accordance
with his judgment.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight directors. The
Company's Articles of Incorporation 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 in most cases
only one class is elected by the stockholders annually.
At the Meeting, two Class I directors will be elected to serve until the
2003 Annual Meeting of Stockholders. It is the intention of the individual
named in the enclosed form of proxy to vote for the two 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 judgment with respect to
other nominees. The two Class I director nominees receiving the largest number
of votes in favor of their election will be elected as Class I directors.
2
Directors are elected by a plurality of the shares represented at the
meeting, in person or by proxy, and entitled to vote at the Annual Meeting,
provided that a quorum is present. Votes may be cast FOR the nominees or
WITHHELD. In addition, a stockholder may indicate that he or she is voting FOR
the nominee except for any nominee(s) specified in writing on the proxy card.
The two nominees who receive the greatest number of votes cast FOR the election
of such nominees shall be elected as directors. As a result, any vote other
than a vote FOR the nominee will have the practical effect of voting AGAINST
the nominee. An abstention will have the same effect as voting WITHHELD for
election of directors, and a broker non-vote will not be treated as voting in
person or by proxy on the proposal.
Management Nominees For Election As Class I Directors
(To serve until the 2003 Annual Meeting)
John P. Brogan
James J. Grogan
JOHN P. BROGAN, 55, has served as a Director of the Company since August
1998 and has served as the Chairman of Muench-Kreuzer Candle Company since
1980. He has been involved with various companies including a seven year
association with Alamo Rent-A-Car that ended in 1986. He is a member of the
American Institute of Certified Public Accountants and served as Chairman of
the Board of Trustees, College of the Holy Cross, from 1988 to 1996.
JAMES J. GROGAN, 45, has served as a Director of the Company since August
1998 and has served as President and Chief Executive Officer of Samoth Capital,
a real estate firm, since 1998. He was the Senior Executive Vice President
of UDC Homes, a homebuilder, from 1996 to 1998 and was Managing Attorney for
the Phoenix law firm of Gallagher & Kennedy from 1991 to 1996. He serves on
the Board of Directors of several charitable organizations.
Directors Continuing In Office
Name Term Expires
---- ------------
Class II Edward J. Shoen 2000
Class II Richard J. Herrera 2000
Class III John M. Dodds 2001
Class III James P. Shoen 2001
Class IV William E. Carty 2002
Class IV Charles J. Bayer 2002
EDWARD J. SHOEN, 50, has served as a Director and Chairman of the Board
of the Company since 1986, as President since 1987, as a Director of U-Haul
International, Inc. ("U-Haul") since 1990, and as the President of U-Haul
since 1991. Mr. Shoen has been associated with the Company since 1971.
RICHARD J. HERRERA, 45, has served as a Director of the Company from 1991
to January 1997 and was reelected to the board in February 1997. Mr. Herrera
has been associated with the Company since 1988. Mr. Herrera presently serves
as Vice President of Marketing, Retail Sales for U-Haul.
JOHN M. DODDS, 62, has served as a Director of the Company since 1987 and
Director of U-Haul since 1990. Mr. Dodds has been associated with the Company
since 1963. He served in regional field operations until 1986 and served in
national field operations until 1994. Mr. Dodds retired from the Company in
1994.
3
JAMES P. SHOEN, 39, has served as a Director of the Company since 1986 and
Vice President of the Company since 1989. Mr. Shoen has been associated with
the Company since 1976. He has served from 1990 to present as Executive Vice
President of U-Haul.
WILLIAM E. CARTY, 72, has served as a Director of the Company since 1987
and as a Director of U-Haul since 1986. He has been associated with the
Company since 1946. He has served in various executive positions in all areas
of the Company. Mr. Carty retired from the Company in 1987.
CHARLES J. BAYER, 59, has served as a Director of the Company since 1990
and has been associated with the Company since 1967. He has served in various
executive positions and has served as President of Amerco Real Estate Company
since 1990.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of Directors of the Company met four times during the
fiscal year ended March 31, 1999. No director attended fewer than 75% of the
meetings of the full Board of Directors and of the committees on which he
served (during the periods that he served). The annual fee for all services as
a director of the Company is $26,400 which is paid in equal monthly
installments. The Board of Directors has appointed the following standing
committees: Audit Committee, Compensation Committee and the Executive Finance
Committee. Listed below is a summary of the Company's three committees, and
the membership of those committees during fiscal year 1999.
Audit Committee. The Audit Committee reviews the annual financial statements
and significant accounting issues and the scope of the audit with the Company's
independent auditors and is available to discuss with the auditors any other
audit related matters that may arise during the year. The Company's Audit
Committee met separately at one formal meeting during the fiscal year ended
March 31, 1999. At the time of that meeting the Audit Committee consisted of
Aubrey K. Johnson and William E. Carty, non-employee directors of the Company.
At the November 3, 1998 Board of Directors meeting John P. Brogan and James J.
Grogan were added to the Audit Committee. Mr. Johnson left the Audit Committee
and the Board of Directors at the end of his term on August 28, 1998. At the
May 4, 1999 Board of Directors meeting Mr. Carty resigned from the Audit
Committee and John M. Dodds was elected to the Audit Committee. The Audit
Committee presently consists of Messrs. Brogan, Grogan and Dodds, non-employee
directors of the Company.
Executive Finance Committee. The Executive Finance Committee is authorized to
act on behalf of the Board of Directors in approving any transaction involving
the finances of the Company. It has the authority to give final approval for
the borrowing of funds on behalf of the Company without further action or
approval of the Board of Directors. The Executive Finance Committee is
comprised of Edward J. Shoen, John P. Brogan and Charles J. Bayer.
Compensation Committee. The Compensation Committee reviews the Company
executive compensation plans and policies, including benefits and incentives,
to ensure that they are consistent with the goals and objectives of the
Company. It reviews and makes recommendations to the Board of Directors
regarding management recommendations for changes in executive compensation.
The Compensation Committee also monitors management plans and programs for the
retention, motivation and development of senior management. At the November 3,
1998 Board of Directors meeting John P. Brogan and James J. Grogan were elected
to the Compensation Committee. Messrs. Carty and Bayer resigned from the
Compensation Committee on November 3, 1998 and Mr. Johnson left the
compensation Committee at the end of his term on the Board of Directors on
August 28, 1998. The Compensation Committee did not meet during the fiscal year
ending March 31, 1999. The Compensation Committee consists of Messrs. Brogan
and Grogan, non-employee directors of the Company.
See "Security Ownership of Certain Beneficial Owners and Management"
(pages 4-6), "Certain Relationships and Related Transactions" (pages 9-10), and
"Shoen Litigation" (pages 9-11) for additional information relating to the
directors.
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, the following table lists, as of
June 30, 1999, (1) the beneficial ownership of the Company's equity securities
of each director and director nominee of the Company, of each executive officer
named on page 6, and of all directors and executive officers of the Company as
a group, (2) the beneficial ownership of Common Stock of those persons who
beneficially own more than five percent (5%) of Common Stock; and (3) the
beneficial ownership of each director and director nominee of the Company, of
each executive officer named on page 6, 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 1999 fiscal year in respect of fleet-owner contracts
issued by U-Haul.
Name and Address Shares of Common Percentage of Percentage of Net
of Beneficial Owner Stock Beneficially Common Stock Fleet Owner
Owned Class Contract Payments
Edward J. Shoen(1) Chairman of the Board 3,487,283(2) 15.4 .005
and President
2727 N. Central Ave
Phoenix, AZ 85004
Mark V. Shoen(1) President, U-Haul 3,446,309(2) 15.2 .005
Phoenix Operations
2727 N. Central Ave
Phoenix, AZ 85004
James P. Shoen Director and 2,282,110(2) 10.1 .013
Vice President
1325 Airmotive Way
Reno, NV 89502
Paul F. Shoen P.O. Box 524 2,033,337(2) 9.0 .003
Glenbrook, NV 89413
Sophia Shoen 5104 N. 32nd Street 1,419,769 6.3 .014
Phoenix, AZ 85018
The ESOP Trust(2) 2727 N. Central Ave 2,834,774 12.5 N/A
Phoenix, AZ 85004
John M. Dodds Director 0 0 N/A
2727 N. Central Ave
Phoenix, AZ 85004
William E. Carty(1) Director 0 0 .035
2727 N. Central Ave.
Phoenix, AZ 85004
Charles J. Bayer Director 2,020 ** .003
2727 N. Central Ave.
Phoenix, AZ 85004
John P. Brogan Director and 4,600 ** N/A
Director Nominee
2727 N. Central Ave.
Phoenix, AZ 85004
5
Name and Address Shares of Common Percentage of Percentage of Net
of Beneficial Owner Stock Beneficially Common Stock Fleet Owner
Owned Class Contract Payments
James J. Grogan Director and 100 ** N/A
Director Nominee
2727 N. Central Ave.
Phoenix, AZ 85004
Richard J. Herrera Director 1,519 ** N/A
2727 N. Central Ave.
Phoenix, AZ 85004
Donald W. Murney Treasurer of U-Haul 2,221 N/A
2727 N. Central Ave.
Phoenix, AZ 85004
Gary V. Klinefelter Secretary and General 3,151 ** N/A
Counsel
2727 N. Central Ave.
Phoenix, AZ 85004
Officers and Directors as a group 9,239,408 40.85 .061
(17 persons)(1)
** The percentage of the referenced class beneficially owned is less than one
percent.
(1) Edward J. Shoen, Mark V. Shoen, and William E. Carty beneficially own
12,600 shares (0.2%), 7,700 shares (0.1%), and 6,000 shares (0.1%) of
the Company's Series A 8 1/2% Preferred Stock, respectively.
The executive officers and directors as a group beneficially own 27,872
shares (0.46%) of the Company's Series A 8 1/2% Preferred Stock.
(2) The complete name of the ESOP Trust is the ESOP Trust Fund for the
AMERCO Employee Savings and Employee Stock Ownership Trust. The ESOP
Trustee, which consists of three individuals without a past or present
employment history or business relationship with the Company, is
appointed by the Company's Board of Directors. Under the ESOP, 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 are voted by the ESOP Trustee. As of June 30,
1999, of the 2,834,774 shares of Common Stock held by the ESOP Trust,
1,776,375 shares were allocated to participants and 1,058,399 shares
remained unallocated. The number of shares reported as beneficially
owned by Edward J. Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen,
and Sophia M. Shoen include Common Stock held directly by those
individuals and 3,602, 3,328, 3,296, 779, and 196 shares of Common Stock,
respectively, allocated by the ESOP Trust to those individuals. Those
shares are also included in the number of shares held by the ESOP Trust.
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.
6
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the annual compensation
paid to (1) the Company's chief executive officer and (2) the four most highly
compensated executive officers of the Company, other than the chief executive
officer.
Summary Compensation Table
Annual Compensation
-------------------
Name and Principal Position Year Salary Bonus All Other
--------------------------- ---- ($)(1) ($) Compensation
------ --- ($)(2)
---------
Edward J. Shoen Chairman of the Board 1999 503,708 - 6,250
and President of 1998 503,708 - 9,393
AMERCO and U-Haul 1997 503,708 - 8,209
James P. Shoen Vice President 1999 649,478 - 6,250
and Director of AMERCO 1998 654,477 - 9,393
1997 479,677 - 8,209
Mark V. Shoen President of U-Haul 1999 607,077 - 6,250
Phoenix Operations 1998 629,744 - 9,393
1997 528,159 - 8,209
Donald W. Murney Treasurer of U-Haul 1999 147,008 175,000 5,547
1998 142,008 - 9,393
1997 142,008 250,000 7,769
____________________
(1) Includes annual fees paid to Directors of the Company.
(2) Represents the value of Common Stock allocated under the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
On November 3, 1998, John P. Brogan and James J. Grogan were elected to
the Compensation Committee replacing Charles J. Bayer and William E. Carty.
Aubrey K. Johnson also served as a member of the Compensation Committee during
fiscal 1999 until his term as a director expired on August 28, 1998. Mr. Bayer
is President of Amerco Real Estate Company, one of the Company's subsidiaries.
Mr. Carty served in various executive positions in all areas of the Company
until his retirement in 1987.
The Company funded the plans of reorganization filed by William E. Carty
and Aubrey K. Johnson under Chapter 11 of the federal bankruptcy laws as
discussed in "Shoen Litigation."
7
BOARD REPORT ON EXECUTIVE COMPENSATION
While the Company has established a Compensation Committee, the entire
Board of Directors reviewed and determined the amount of compensation paid to
the Chairman of the Board and President for fiscal 1999. The determination was
subjective and not subject to a specific criteria. Although the Board of
Directors had primary authority with respect to compensation decisions for the
Company's other executive officers during fiscal 1999, the Chairman of the
Board and President has historically and continued to make these decisions with
the counsel of individual Board members, subject to the ability of the full
Board to revise or override these decisions. Executive compensation was set at
levels designed to retain the Company's executive officers and was 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 of Directors determines the amount, if any, of the
Company's contribution 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. As of June 30, 1999, no awards had been made under
such plan.
John P. Brogan James J. Grogan
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period March 31, 1994 through March 31, 1999
with the cumulative total return on the Dow Jones Composite Average and the Dow
Jones Transportation Average. The comparison assumes that $100 was invested on
March 31, 1994 in the Company's Common Stock and in each of the comparison
indices. Because no active trading market for the Company's Common Stock
existed prior to November 1994, the graph reflects the annual Common Stock
appraisal obtained in connection with the AMERCO Employee Savings, Profit
Sharing and Employee Stock Ownership Plan for 1994 and the closing price of
the Common Stock trading on Nasdaq on March 31, 1995, 1996, 1997, 1998 and
1999.
(The following descriptive data is supplied in accordance with Rule 304(d)
of Regulation S-T)
1994 1995 1996 1997 1998 1999
AMERCO 100.00 125.74 142.65 150.00 180.88 126.47
Dow Jones Composite Average 100.00 106.99 139.79 158.84 220.67 229.71
Dow Jones Transporation Average 100.00 100.03 131.61 144.22 218.76 201.75
8
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive officers as of June 30, 1999, were:
Name Age Office
Edward J. Shoen 50 Chairman of the Board, President, and Director
Mark V. Shoen 48 President of U-Haul Phoenix Operations
James P. Shoen 39 Director and Vice President
William E. Carty 72 Director
John M. Dodds 62 Director
Charles J. Bayer 59 Director
Richard J. Herrera 45 Director
John P. Brogan 55 Director
James J. Grogan 45 Director
Gary B. Horton 55 Treasurer
Gary V. Klinefelter 51 Secretary and General Counsel
John A. Lorentz 72 Assistant Secretary
George R. Olds 57 Assistant Secretary
Rocky D. Wardrip 41 Assistant Treasurer
Donald W. Murney 39 Treasurer of U-Haul
John C. Taylor 41 Director of U-Haul
David Schmeltz 41 Director of U-Haul
See "Election of Directors" on pages 1-3 above for information regarding
Edward J. Shoen, William E. Carty, Charles Bayer, James P. Shoen, John M.
Dodds, Richard J. Herrera, John P. Brogan and James J. Grogan.
Mark V. Shoen has served as a Director of the Company from 1990 until
February 1997. He has served as a Director of U-Haul from 1990 until November
1997. He served from 1990 to 1994 as Executive Vice President of Product for
U-Haul and has served as President, Phoenix Operations, from 1994 to present.
Gary B. Horton has served as Treasurer of the Company since 1982 and
serves as Assistant Treasurer of U-Haul. His previous positions include
Treasurer of U-Haul. He has been associated with the Company since 1969. In
1995, Mr. Horton was involved in a traffic accident that resulted in a
fatality. As a result of the accident, Mr. Horton pled guilty to aggravated
assault. On December 6, 1996, Mr. Horton was given a suspended sentence and
placed on three years probation.
Gary V. Klinefelter, Secretary of the Company since 1988 and Secretary of
U-Haul since 1990, is licensed as an attorney in Arizona and has served as
General Counsel of the Company and U-Haul since June 1988.
9
John A. Lorentz, Assistant Secretary of the Company since 1988 and
Assistant Secretary of U-Haul since 1990, is licensed as an attorney in Oregon
and has been associated with the Company since 1953. His previous positions
include Secretary of the Company and U-Haul.
George R. Olds, Assistant Secretary of the Company and U-Haul since 1993,
has been associated with the Company since 1975 as a member of the U-Haul legal
department specializing in taxation.
Rocky D. Wardrip, Assistant Treasurer of the Company since 1990, has been
associated with the Company since 1978 in various capacities within accounting
and treasury operations. Mr. Wardrip previously served as Assistant Treasurer
of U-Haul from 1988 to 1990.
Donald W. Murney, has been Treasurer of U-Haul since 1990. He was
previously employed as the Senior Vice President and Chief Financial Officer of
Coury Financial Services.
John C. Taylor, Director of U-Haul since 1990, has been associated with
the Company since 1981. He is presently an Executive Vice President of U-Haul.
David G. Schmeltz, Director of U-Haul since March 1998, has been
associated with the Company since 1985. He served in regional field operations
until 1995. He is presently Senior Executive Vice President of U-Haul.
Edward J., Mark V., and James P. Shoen are brothers. William E. Carty is
the uncle of Edward J. and Mark V. Shoen.
On February 21, 1995, Edward J. Shoen, James P. Shoen, John M. Dodds, and
William E. Carty filed for protection under Chapter 11 of the federal
bankruptcy laws in connection with certain litigation as more fully described
in "Shoen Litigation."
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company funded the plans of reorganization filed by Edward J. Shoen,
James P. Shoen, William E. Carty, and John M. Dodds under Chapter 11 of the
federal bankruptcy laws as more fully described in "Shoen Litigation." Edward
J. Shoen and James P. Shoen are major stockholders, directors, and officers of
the Company. William E. Carty and John M. Dodds are directors of the Company.
During fiscal year 1999, U-Haul purchased $3,070,000 of printing from Form
Builders, Inc. Mark V. Shoen, his daughter and Edward J. Shoen's sons are
major stockholders of Form Builders, Inc.
During fiscal 1999, a subsidiary of the Company held various senior and
junior notes of SAC Holdings Corporation and its subsidiaries ("SAC Holdings").
The voting common stock of SAC Holdings is held by Mark V. Shoen, a major
stockholder and officer of the Company. The Company's subsidiary received
interest payments of $8,022,000 from SAC Holdings during fiscal 1999. The notes
receivable balance outstanding at March 31, 1999 was, in the aggregate,
$179,819,000. The notes have interest rates ranging from 8.37% to 13.0%. The
largest aggregate amount outstanding during the fiscal year ended March 31, 1999
was $179,819,000.
During fiscal 1999, a subsidiary of the Company funded purchases of
property and construction costs for SAC Holdings in the amount of approximately
$26,116,000. In December 1998, U-Haul and Amerco Real Estate Company completed
the sale of 26 storage properties to SIX SAC Self Storage Corporation, a
subsidiary of SAC Holdings, for $99,685,000. The sale price was established by
appraisals approved by the Amerco Real Estate Company Board of Directors.
Amerco Real Estate Company received cash and notes from the sale.
The Company currently manages the properties owned by SAC Holdings pursuant
to a management agreement, under which the Company receives a management fee
equal to 6% of the gross receipts from the properties. The Company received
management fees of $2,483,000 during fiscal 1999. The management fee is
consistent with the fees received by the Company for other properties managed by
the Company.
10
See "Shoen Litigation" for additional transactions between the Company and
its affiliates. Management believes that the foregoing transactions were
consummated on terms equivalent to those that prevail in arm's-length
transactions.
SHOEN LITIGATION
A judgment was entered on February 21, 1995, in an action in the Superior
Court of the State of Arizona, Maricopa County, entitled Samuel W. Shoen, M.D.,
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et al. v. Edward J. Shoen, et al., No. CV88-20139, instituted August 2, 1988
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(the "Shoen Litigation") against Edward J. Shoen, James P. Shoen, Paul F. Shoen,
Aubrey K. Johnson, John M. Dodds, and William E. Carty, who were members of the
Board of Directors of the Company in 1988. The Company was also a defendant in
the action as originally filed, but was dismissed from the action on August 15,
1994. The plaintiffs (certain members of the Shoen family and their affiliates)
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 Common Stock to certain key employees. That sale allegedly
prevented the plaintiffs from gaining a majority position in the Company's
Common 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,
punitive damages, and statutory post judgment interest.
Based on the plaintiffs' theory of damages, the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer their shares of
stock in the Company to the defendants upon the satisfaction of the judgment.
The judgment was entered against the defendants in the amount of approximately
$461.8 million plus interest and taxable costs. In addition, judgment was
entered against Edward J. Shoen in the amount of $7 million as punitive damages.
On March 23, 1995, Edward J. Shoen filed a notice of appeal with respect to the
award of punitive damages and the plaintiffs subsequently cross appealed the
judge's remittitur of the punitive damages from $70 million to $7 million. Both
appeals were denied by the Court of Appeals of the State of Arizona on July 24,
1997 and the Supreme Court of the State of Arizona denied review of the case on
March 17, 1998. On July 15, 1998, Edward J. Shoen filed an appeal with the
United States Supreme Court with respect to the award of punitive damages. On
October 5, 1998, the punitive damage award in the Shoen Litigation (which was
subsequently reduced by partial settlement to $6.0 million) became final when
the United States Supreme Court denied certiorari. In response to a request for
indemnification by Edward J. Shoen, the Board of Directors, in conjunction with
Independent Counsel and pursuant to Nevada state law, approved the
indemnification of the $6.0 million punitive damage judgment. The
indemnification payment was made on December 31, 1998.
Pursuant to separate indemnification agreements, the Company agreed to
indemnify the defendants to the fullest extent permitted by law or the Company's
Articles of Incorporation or By-Laws, for all expenses and damages incurred by
the defendants in the proceeding, subject to certain exceptions.
On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds, and William E. Carty, who were directors of the Company at that
time (the "Director-Defendants"), filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order automatically
staying the execution of the judgment against those defendants. In late April
1995, the Director-Defendants, in cooperation with the Company, filed plans of
reorganization in the United States Bankruptcy Court for the District of
Arizona, all of which proposed the same funding and treatment of the plaintiffs'
claims resulting from the judgment in the Shoen Litigation. The plans of
reorganization, as amended and restated on February 29, 1996, were confirmed by
the bankruptcy court on March 15, 1996. The plans, as confirmed, shall
collectively be referred to as the "Plan."
On October 17, 1995 the Company entered into an agreement (the "Agreement")
with the Director-Defendants whereby the Company agreed, among other things, to
fund the Plan and to release the Director-Defendants from all claims the Company
may have against them arising from the Shoen Litigation. In addition, the
Director-Defendants agreed, among other things, (1) to release, subject to
certain exceptions, the Company from any claim they may have against it pursuant
to any indemnification agreements and (2) to assign all rights they have under
the Shoen Litigation to the Company.
Pursuant to the Plan, the Company repurchased 18,254,976 shares of the
plaintiffs' Common Stock. As a result, the judgment in the Shoen Litigation was
satisfied in full. On October 1, 1996, the Director-Defendants emerged from
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bankruptcy upon the filing of notice with the bankruptcy court that the
effective date of the Plan had occurred and that the Plan had been performed and
was substantially consummated.
As of the date hereof, an issue remains regarding whether or not the
plaintiffs are entitled to statutory post-judgment interest at the rate of ten
percent (10%) per year from February 21, 1995 (the date the Director-Defendants
filed for protection under Chapter 11) until the judgment was satisfied. On
July 19, 1996, the bankruptcy court ruled that the plaintiffs are entitled to
such interest. The Director-Defendants and the Company have appealed the
court's decision. The Company has deposited approximately $48.2 million into an
escrow account to secure payment of the disputed interest, pending the final
resolution of this issue (including all appeals by either side). On May 6,
1999, the Ninth Circuit, in a 2 to 1 decision, upheld the decision of the
bankruptcy court. The Company is preparing an appeal to the U.S. Supreme Court.
If the interest issue is ultimately decided adversely to the Company and the
Director-Defendants, the amount deposited into the escrow account will be
transferred to the plaintiffs.
On September 7, 1995, Paul F. Shoen, a major stockholder of the Company,
filed a complaint in the Ninth Judicial District Court of the State of Nevada,
Douglas County, entitled Paul F. Shoen v. AMERCO, Case No. 95-CV-0227. The
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complaint, as amended on March 9, 1998, alleged that by failing to reimburse him
for expenses, including attorneys' fees and other charges, incurred by him in
the Shoen Litigation and in the subsequent bankruptcy proceedings, the Company
breached his indemnification agreement with the Company. By agreement of the
parties, the case was referred to an independent counsel for resolution on
January 29, 1999. The independent counsel awarded Mr. Shoen $810,000 of the
$1.2 million that he sought. On or about June 1, 1999, the determination of the
independent counsel became final and the company agreed to pay Mr. Shoen such
amount, plus approximately $175,000 in accrued interest and expenses.
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements as of March 31,
2000, and for the year then ending will be examined by PricewaterhouseCoopers
LLP, independent certified public accountants. Representatives of
PricewaterhouseCoopers LLP will not be present at the Meeting.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership of, and transactions in, the Company's securities with the Securities
and Exchange Commission. Such directors, executive officers and 10% stockholders
are also required to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such forms received by it, the
Company believes that during fiscal 1999, all Section 16(a) filing requirements
applicable to its directors, officers and 10% stockholders were complied with,
except that The AMERCO Employee Savings, Profit Sharing, and Stock Ownership
Plan was late in reporting several transactions in November 1998 and March 1999.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy relating to the 2000
Annual Meeting of Stockholders, a proposal intended for presentation at that
meeting must be submitted in accordance with the applicable rules of the
Securities and Exchange Commission and received by the Secretary of AMERCO, c/o
U-Haul International, Inc., 2721 North Central Avenue, Phoenix, Arizona 85004,
on or before March 31, 2000. Proposals to be presented at the 2000 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.
12
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year ended March 31,
1999 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 FOR THE FISCAL YEAR
ENDED MARCH 31, 1999, 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.
EXHIBIT A
AMERCO 1999 ANNUAL MEETING OF STOCKHOLDERS
August 27, 1999
Reno, Nevada
MEETING PROCEDURES
In fairness to all stockholders attending the 1999 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, (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 March 31, 1999.
(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 it 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 interests of all stockholders 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 matters of a personal nature that concern 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 meeting in a fair and
orderly manner. Your cooperation will be sincerely appreciated.
Appendix
PROXY
AMERCO
ANNUAL MEETING DATE:
August 27, 1999
THIS PROXY IS 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 shares of stock which I am (we are) entitled to vote at the AMERCO 1999
Annual Meeting of Stockholders, and at any adjournment thereof.
Election of Directors:
[ ] For all Nominees listed below except as marked to the contrary below
[ ] Withhold Authority to vote for all Nominees listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike line through the nominee's name below.)
CLASS I (term expires 2003) John P. Brogan, James J. Grogan
This proxy, when properly executed, will be voted as specified above. IF NO
SPECIFIC DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED
ABOVE AND, WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, IN ACCORDANCE WITH THE DISCRETION OF THE APPOINTED PROXY. PLEASE SIGN,
DATE AND RETURN THIS PROXY PROMPTLY.
Signature(s) _______________________ Dated _________________
Please sign exactly as your name appears. Joint owners should both sign.
Fiduciaries, attorneys, corporate officers, etc., should state their capacities.