SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMERCO
(Name of Registrant as Specified in its Charter)
PAUL F. SHOEN
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[X] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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: Not
Applicable
2) Aggregate number of securities to which transaction applies: Not
Applicable
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: Not Applicable
4) Proposed maximum aggregate value of transaction: Not Applicable
[ ] Check the 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: Not Applicable
2) Form, Schedule or Registration Statement No.: Not Applicable
3) Filing Party: Not Applicable
4) Date Filed: Not Applicable
PRELIMINARY PROXY STATEMENT
PAUL F. SHOEN
PROXY STATEMENT
NOT ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERCO
__________
ANNUAL MEETING OF STOCKHOLDERS
JULY 22, 1994
__________
TO THE STOCKHOLDERS OF AMERCO:
This Proxy Statement and accompanying BLUE proxy card are furnished by Paul
F. Shoen in connection with Mr. Shoen's solicitation of proxies with respect to
certain matters (other than the election of directors) that will be voted on at
the Annual Meeting of Stockholders of AMERCO (the "Company"), scheduled to be
held on Friday, July 22, 1994, at __________________________
______________________________________________________________________________,
or at any adjournments or postponements thereof. This Proxy Statement and
the accompanying Proxy Card are being sent or given to the Company's
stockholders on or about July 8, 1994.
Unless otherwise indicated, the persons named in the accompanying Proxy
will vote properly executed and duly returned proxies for the following
purposes, as more fully described in this Proxy Statement:
1. To consider and act upon Mr. Shoen's proposal to amend AMERCO's
Restated By-laws for the purpose of compelling AMERCO to effectuate
the registration and stock exchange listing commitments made by AMERCO
to its stockholders from time to time.
2. To consider and act upon Mr. Shoen's proposal to amend AMERCO's
Restated By-laws for the purpose of creating a Committee of Stockholder
Representatives to advise the Board of Directors with respect to
liquidity options.
3. To consider and act upon Mr. Shoen's non-binding proposal expressing
the sense of AMERCO's stockholders that its Board of Directors should
take affirmative steps to improve significantly the liquidity and
market demand for AMERCO's Common Stock.
Mr. Shoen's proxy solicitation also seeks support for his proposal, being
included in Management's Proxy Statement, to amend AMERCO's Restated By-laws for
the purpose of terminating the restrictions on transferability, including the
right of first refusal, set forth in Article VII, Section 2 of the Restated
By-laws.
Finally, Mr. Shoen's proxy solicitation requests discretionary authority to
act on behalf of the stockholders giving proxies to Mr. Shoen on all other
matters that may come before the Annual Meeting (other than the election of
directors).
- -------------------------------------------------------------------------------
THIS PROXY SOLICITATION DOES NOT
SOLICIT PROXIES FOR THE ELECTION OF DIRECTORS
- -------------------------------------------------------------------------------
EXCEPT AS OTHERWISE NOTED HEREIN, THE INFORMATION CONCERNING THE COMPANY
AND ITS SUBSIDIARIES CONTAINED IN THIS PROXY STATEMENT HAS BEEN TAKEN FROM OR IS
BASED UPON DOCUMENTS AND RECORDS ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") AND OTHER PUBLICLY-AVAILABLE INFORMATION. ALTHOUGH MR.
SHOEN DOES NOT HAVE ANY KNOWLEDGE THAT WOULD INDICATE THAT ANY STATEMENT
CONTAINED HEREIN BASED UPON SUCH DOCUMENTS AND RECORDS IS UNTRUE, MR. SHOEN DOES
NOT TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED IN SUCH DOCUMENTS AND RECORDS, OR FOR ANY FAILURE BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES TO DISCLOSE EVENTS THAT MAY AFFECT THE SIGNIFICANCE OR
ACCURACY OF ANY SUCH INFORMATION.
____________
VOTING RIGHTS
AMERCO is a corporation existing and organized under the laws of the State
of Nevada. The Company's Board of Directors has fixed the close of business on
_____________, 1994 as the record date for determining the stockholders of the
Company entitled to notice of and to vote at the Annual Meeting and at any
adjournments or postponements thereof. According to its public filings made
with the Securities and Exchange Commission, AMERCO has authorized three classes
of voting securities: Common Stock (150,000,000 shares authorized), Serial
Common Stock (150,000,000 shares authorized, of which 10,000,000 have been
designated Series A Common Stock) and Preferred Stock (50,000,000 shares
authorized, of which 6,100,000 have been designated Series A 8-1/2% Preferred
Stock). Of these securities, according to public filings pertaining to AMERCO
and to Mr. Shoen's best knowledge, there are approximately 32,909,729 shares of
Common Stock outstanding, 5,754,334 shares of Series A Common Stock outstanding
and 6,100,000 shares of Series A 8-1/2% Preferred Stock outstanding.
Each stockholder is entitled to one vote for each share of Common Stock or
Series A Common Stock held by such stockholder of record on each matter that may
come before the Annual Meeting. The Series A 8-1/2% Preferred Stock has limited
protective voting rights as specified in the Certificate of Designation,
Preference and Rights, but generally does not have the right to participate in
the election of directors or the matters being brought before the Annual Meeting
by Mr. Shoen. Stockholders are not permitted to cumulate votes for the purpose
of electing directors or otherwise. As of the record date, Mr. Shoen is the
record owner of 3,478,513 shares or approximately 9% of the outstanding Common
Stock and Serial Common Stock of AMERCO.
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote will constitute a quorum for the transaction of business
at the Annual Meeting.
Abstention and broker non-votes have the same effect as votes against
proposals presented to stockholders other than the election of directors. They
have no effect on the election of directors. A broker non-vote occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have the discretionary
voting power and has not received instruction from the beneficial owner.
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SOLICITATION AND REVOCATION OF PROXIES
Mr. Shoen expects to solicit proxies pursuant to this Proxy Statement and
any supplement through the mail, by personal interview, telephone and/or
telecopy, for no compensation. Mr. Shoen has not retained any employees or paid
solicitors to assist in the solicitation of proxies or to perform other related
services. Mr. Shoen has borne the cost of this solicitation. If Mr. Shoen is
successful in his solicitation, he may seek reimbursement from AMERCO for the
portion of the expenses relating to that solicitation. It is not currently
anticipated that the stockholders of AMERCO will be asked to vote on the
reimbursement request.
At the Annual Meeting, valid proxies will be voted as specified by the
stockholder. Any stockholder retains the power to revoke it at any time prior
to the exercise of the powers conferred in the proxy and may do so by taking any
of the following actions: (i) delivering written notice to AMERCO's Secretary;
(ii) delivering to AMERCO's Secretary a duly executed proxy bearing a later
date; or (iii) personally attending the Annual Meeting and revoking the proxy.
A stockholder's attendance at the Annual Meeting will not revoke the
stockholder's proxy unless the stockholder affirmatively indicates at the Annual
Meeting the intention to vote the stockholder's shares in person.
The Company's stockholders are urged to vote "FOR" Proposals designated No.
1 through 3 in this Proxy Statement and "FOR" Mr. Shoen's stockholder proposal
included in Management's Proxy Statement. To do so, stockholders are urged to
complete, sign, date and promptly mail the accompanying BLUE Proxy Card in the
envelope provided with these materials. If a stockholder signs the BLUE Proxy
Card but does not check any of the boxes thereon, the stockholder will be deemed
to have voted "FOR" the actions proposed herein. If a stockholder has
previously executed Management's proxy card for the Annual Meeting, such
stockholder has every right to change his or her vote by completing, signing,
dating and returning the BLUE Proxy Card. Only your latest dated proxy with
respect to a matter will count at the Annual Meeting.
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INFORMATION CONCERNING MR. SHOEN
Paul F. Shoen (age 37) served as a director of AMERCO from 1986 to
September 1991. He currently serves as a management consultant to AMERCO, a
position he has held since March 1992. From April 1991 until March 1992, Mr.
Shoen served as Assistant to the President of Amerco. From ______ 198__ to
April 1991, Mr. Shoen served as President of U-HAUL International, Inc. Mr.
Shoen presently is the owner of approximately 9% of the outstanding Common Stock
of AMERCO. See "-- Beneficial Ownership of Shares" for details of Mr. Shoen's
share ownership. Mr. Shoen is the brother of Edward J. Shoen and Mark V. Shoen,
the half brother of James P. Shoen and the nephew of William E. Carty, all of
whom are presently directors of AMERCO. Edward J. Shoen and Mark V. Shoen are
Management's nominees to serve as Class IV directors.
During the past two years, Mr. Shoen has not purchased any AMERCO
securities. However, until April 2, 1993, Mr. Shoen owned his AMERCO securities
indirectly through his ownership of Pafran, Inc., a corporation then controlled
by Mr. Shoen ("Pafran"). On April 2, 1993, Pafran merged into a newly-created
wholly-owned subsidiary of AMERCO. As a result of this merger, Mr. Shoen became
the record and beneficial owner of certain of the AMERCO shares that were
previously held by Pafran. See "-- Related Party Transactions between Mr. Shoen
and AMERCO" for a discussion of the merger transaction.
Pursuant to the Share Repurchase and Registration Rights Agreement dated as
of March 1, 1992, among AMERCO, Pafran and Mr. Shoen (the "Share Repurchase and
Registration Rights Agreement"), which is discussed below, Pafran and/or Mr.
Shoen exercised his repurchase rights as follows:
Aggregate
Date of Repurchase Amount of Shares Repurchased Purchase Price
- ------------------ ---------------------------- --------------
May 15, 1992 23,148 $250,000
April 30, 1993 48,387 $750,000
See "-- Related Party Transactions between Mr. Shoen and AMERCO" for a
discussion of the Share Repurchase and Registration Rights Agreement.
Mr. Shoen is a party to that certain Amended and Restated Stockholder
Agreement (the "Stockholder Agreement"), the signatories to which control
approximately 47.6% of the outstanding voting securities. The members of this
stockholder group, which includes certain members of AMERCO management, among
others, have agreed to vote all of their AMERCO shares in accordance with the
decision of the majority of the voting power of the group. See "-- Related
Party Transactions between Mr. Shoen and AMERCO" for a discussion of the
Stockholder Agreement. As a result, for so long as Mr. Shoen is a party to the
stockholder agreement, he is not free to vote his own shares. Edward J. Shoen,
Mark V. Shoen and James P. Shoen, all of whom are currently directors of AMERCO,
collectively own a sufficient number of shares to control the decisions of the
stockholder group in each instance in which they agree on how to vote. As of
the record date for the Annual Meeting, Mr. Shoen remains a party to the
Stockholder Agreement.
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BENEFICIAL OWNERSHIP OF SHARES
The following sets forth certain information as of July 8, 1994 with
respect to the shares of Common Stock beneficially owned by Mr. Shoen.
Information as to the beneficial ownership of holders of 5% or more of the
outstanding voting securities, the Company's directors, individually, including
its director nominees, and its directors and officers as a group are not within
the specific knowledge of Mr. Shoen, but are included in Management's Proxy
Statement at pages __ through __.
Shares Beneficially Owned
-----------------------------------
Name and Address Number Percentage(1)
- ------------------------------ ------------------- --------------
Paul F. Shoen 3,478,513(2)(3)(4) 9.0%
188 Yellowjacket Road
Glenbrook, NV 89414
__________
(1) Based on 38,664,063 shares outstanding, which includes 32,909,729 shares of
Common Stock and 5,754,334 shares of Series A Common Stock.
(2) Does not include 779.33 shares allocated to Mr. Shoen's account in The
AMERCO Employee Savings and Profit Sharing Employee Stock Ownership Trust.
(3) Mr. Shoen is a party to that certain Amended and Restated Stockholder
Agreement, dated as of May 1, 1992 (the "Stockholder Agreement"). By
virtue of having entered into the Stockholder Agreement and for so long as
the Stockholder Agreement is in full force and effect as to Mr. Shoen, the
shares of Common Stock of AMERCO owned of record and beneficially by Mr.
Shoen are to be voted in accordance with the determination of a majority of
the Stockholder Group. As of July 8, 1994, Mr. Shoen's shares must be
voted in accordance with the Stockholder Agreement.
(4) By virtue of having entered into the Stockholder Agreement, Mr. Shoen may
be deemed to be the beneficial owner of 18,363,860 shares, which is the
total number of shares owned of record and beneficially by all participants
in the Stockholder Group, according to Amendment No. 6 to the Stockholder
Group's Schedule 13D. For so long as Mr. Shoen is subject to the
Stockholder Agreement, he has shared voting power and shared dispositive
power over his shares and those of all other members of the Stockholder
Group.
To the best of Mr. Shoen's knowledge, based on the Company's public
filings, there are no arrangements giving any stockholder the right to acquire
the beneficial ownership of any shares owned by any other stockholder.
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RELATED PARTY TRANSACTIONS BETWEEN MR. SHOEN AND AMERCO
Following is a description of all transactions, or series of similar
transactions, since the beginning of AMERCO's last fiscal year, and any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000, and in which Mr. Shoen, any member of his immediate
family, any associate or any member of such associate's immediate family had, or
will have, a direct or indirect material interest.
SAMLO
During fiscal year 1994, a tow dolly fleet owned by SAMLO, whose partners
include L.S., Samuel W., Michael L., Mark V., Jackqueline Y., Paul F., James P.,
Sophia M., Bente B., Esben L. B. and Theresa M. Shoen, and Katrina M. Carlson,
and Asia A. and Maxwell L. Eaton, generated net operating revenues from the
Company of $65,000.
Merger of Pafran, Inc, and P.F. Acquisition
On April 2, 1993, AMERCO, Pafran and P.F. Acquisition, Inc., a subsidiary
of AMERCO ("P.F.A."), entered into an Agreement and Plan of Merger pursuant to
which P.F.A. merged into Pafran, and Pafran became a wholly-owned subsidiary of
AMERCO. In exchange for Pafran's capital stock, the stockholders of Pafran (Mr.
Shoen and a certain irrevocable trust established by Mr. Shoen) collectively
received 3,598,876 shares of Common Stock, the same number of shares of Common
Stock held by Pafran. Mr. Shoen received 3,526,900 of these shares and the
trust received 71,976 of the shares.
The merger of Pafran, Inc. with P.F. Acquisition, Inc. was effected in
accordance with the terms of a Merger Option Agreement, dated as of March 1,
1992, among Mr. Shoen, Pafran and AMERCO (the "Pafran Merger Option Agreement").
The Pafran Merger Option Agreement required the Company to cause a subsidiary of
the Company to be merged with or into Pafran at Pafran's request. The Company
conditioned these merger rights on Mr. Shoen and Pafran entering into the
Stockholder Agreement described below. With certain limitations, the Company
has agreed to indemnify Pafran and Mr. Shoen for liabilities arising out of the
merger.
Amended and Restated Stockholder Agreement
Mr. Shoen is purportedly a party to an Amended and Restated Stockholder
Agreement dated as of May 1, 1992 (the "Stockholder Agreement"). The following
summary is derived principally from the Schedule 13D, as amended, filed by the
Stockholder Group and/or other AMERCO public filings.
The Stockholder Agreement states that its purpose is to facilitate (i)
corporate stability, (ii) evaluation of strategies to maximize the value and
liquidity of the Company's securities and (iii) resolution of disputes between
and among stockholders of the Company. The Stockholder Agreement provides in
part that "[e]ach Stockholder agrees that, in voting such Stockholder's Shares
hereunder such Stockholder shall consider both the long-term and short-term
interests of the Company and its
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stockholders. To this end, each Stockholder agrees that such Stockholder shall
vote such Stockholder's Shares hereunder in favor of any action required to
effectuate the intent of Section 3.13 of the [Share Repurchase and Registration
Rights Agreements among the Company, Paul F. Shoen and Sophia M. Shoen]." Mr.
Shoen believes that certain of the shareholder proposals he is bringing before
the Annual Meeting are actions required to effectuate the intent of Section 3.13
of his Share Repurchase and Registration Rights Agreement.
The members of the Stockholder Group are Edward J. Shoen, Mark V. Shoen,
Sophia M. Shoen, James P. Shoen, Paul F. Shoen, Oxford Life Insurance Company,
as Trustee, and the Trustee of the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (the "ESOP"). The members of the Stockholder
Group hold approximately 47.6% of the Company's outstanding voting stock as of
the record date for the Annual Meeting.
The Stockholder Agreement restricts the disposition of Common Stock and
other voting stock of AMERCO owned or controlled by the stockholders who are
parties to the Stockholder Agreement at any time during the term of the
agreement to certain types of permitted dispositions, including certain sales of
securities in registered offerings and limited sales of securities that are
designed not to disrupt a public offering of securities by the Company.
All of the shares subject to the Stockholder Agreement are voted as agreed
upon by the members holding a majority of the shares subject to the Stockholder
Agreement. As indicated above, three members of Management who are members of
the Stockholder Group 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 Company's Common Stock that is subject to the
Stockholder Agreement.
The Stockholder Agreement will terminate on March 5, 1999, unless earlier
terminated in accordance with its terms. Two members of the Stockholder Group,
one of which is Mr. 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 their respective Share Repurchase and Registration Rights
Agreements. See "-- Legal Proceedings."
Share Repurchase and Registration Rights Agreement
In March 1992, Mr. Shoen and AMERCO entered into the Share Repurchase and
Registration Rights Agreement. Pursuant to the Share Repurchase and
Registration Rights Agreement, Mr. Shoen could or may elect to require AMERCO 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 Share Repurchase and Registration Rights
Agreement provides that AMERCO's obligation to repurchase any
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shares from Mr. Shoen is satisfied if such shares are purchased by the ESOP.
The Share Repurchase and Registration Rights Agreement restricts the disposition
of Common Stock held by Mr. Shoen. Mr. Shoen, subject to certain limitations
and restrictions, may also elect to cause AMERCO, at its expense (other than
underwriting discounts and commissions) to effect up to two registrations under
the Securities Act of 1933, as amended, and applicable state securities laws of
shares of Common Stock (or, if certain conditions are met, other AMERCO
securities having greater liquidity or marketability) held by Mr. Shoen. The
agreement provides that no registration will be required prior to March 1, 1995,
although this date could be moved up to March 1, 1994 at Mr. Shoen's option, if
certain conditions are met.
Mr. Shoen has taken the position that the conditions for acceleration of
his registration rights have been met, that he has given timely notice of his
intent to accelerate his registration rights and has made his registration
demand that AMERCO register 500,000 of his shares. AMERCO disagrees. The
shares have not been registered and a registration statement has not been filed
with the U.S. Securities and Exchange Commission with respect thereto.
Arbitration proceedings between Mr. Shoen and AMERCO, initiated by Mr. Shoen,
with respect to certain issues concerning the Share Repurchase and Registration
Rights Agreement commenced on June 19, 1994 in San Francisco, California. See
"-- Legal Proceedings" for a discussion of the arbitration proceedings.
Pursuant to the Share Repurchase and Registration Rights Agreement, (i) on
May 15, 1992, Pafran sold 23,148 shares of Common Stock to the ESOP at the
appraised value of $10.80 per share, for an aggregate sales price of
approximately $250,000 and (ii) on April 30, 1993, Mr. Shoen sold 48,387 shares
of Common Stock to the ESOP at the appraised value of $15.50 per share, for an
aggregate sales price of approximately $750,000. On March 31, 1994, Mr. Shoen
gave notice to AMERCO of his request to have the Company repurchase $1,000,000
in Common Stock (a total of 58,824 shares) within 10 business days of the
notice. As of June 24, 1994, the Company has not consummated the repurchase,
despite an arbitration order to do so by June 22, 1994. See "-- Legal
Proceedings."
Management Consulting Agreement
Pursuant to a Management Consulting Agreement, dated as of March 5, 1992,
Mr. Shoen agreed to provide management consulting serves to AMERCO on matters
relating to AMERCO's business and the organization and management of AMERCO. In
consideration for these services, AMERCO has agreed to pay Mr. Shoen a yearly
fee of $200,000. The Management Consulting Agreement terminates on March 1,
1995, but may be terminated earlier under certain circumstances.
LEGAL PROCEEDINGS
On April 8, 1994, Mr. Shoen submitted to AMERCO his Request for Arbitration
under Section 4.11 of his Share Repurchase and Registration Rights Agreement,
claiming a dispute as to AMERCO's anticipatory breach of Section 3.02 and 3.13
and breach of the share repurchase provisions of such agreement. On June 19,
1994, in San Francisco, California, an arbitration panel assembled in accordance
with the agreement, ordered AMERCO to honor Mr. Shoen's exercise of his
8
share repurchase right by June 22, 1994, which it has not yet done as of the
date of this Proxy Statement. Further arbitration proceedings will take place
commencing on July 26, 1994.
ACTION BEING BROUGHT BEFORE THE
ANNUAL MEETING BY MR. SHOEN
In accordance with AMERCO's Restated By-laws, Mr. Shoen gave notice to the
Company of his intention to stand for election as one of the two Class IV
directors to be elected at the Annual Meeting. This proxy solicitation is not
requesting the vote of the stockholders in support of his nomination, although
Mr. Shoen does reserve the right to provide supplemental proxy materials for
this and other purposes. In addition, due to his concern about the lack of
liquidity of the Common Stock, Mr. Shoen requested a proposal be included in
Management's Proxy Statement that will amend the By-laws to remove restrictions
on transferability, including the right of first refusal now attached to the
Common Stock. The Company has notified Mr. Shoen that it will include this
proposal, but it will be including a statement expressing Management's
opposition thereto. Mr. Shoen also proposed the three additional proposals
described in this Proxy Statement, all of which are intended to urge Management
of the Company to make share liquidity more available to all of its
stockholders.
BACKGROUND AND REASONS FOR THE SOLICITATION
Mr. Shoen believes that of the total number of stockholders beneficially
owning shares in AMERCO, a large number of those stockholders have been and
continue to be dissatisfied with the efforts of the AMERCO Board of Directors to
provide liquidity and enhanced shareholder value for the Company's equity
securities. Although some of the Company's stockholders own interests in AMERCO
amounting to millions of dollars, those stockholders, as well as those who own
significantly smaller interests, are not free to use their AMERCO asset in the
achievement of their personal objectives. At the present time, there is no
public trading market for the Company's Common Stock and there are restrictions
on transferability, including a right of first refusal in favor of the Company,
that severely limit the ability of a stockholder to achieve liquidity. These
problems have been discussed over a period of many years and yet in mid-1994,
the Company's Common Stock is as illiquid as it has been since inception of the
Company.
AMERCO has, from time to time, entered into agreements with individual
stockholders that have the intended purpose of facilitating liquidity. In March
1992, Mr. Shoen, Pafran and AMERCO entered into a series of agreements for the
express purpose of creating a vehicle by which Mr. Shoen could achieve some
liquidity in a portion of his share holdings over time. Mr. Shoen was required
to enter into the Stockholder Agreement described above (which essentially
allows AMERCO's current Management to vote his stock and creates a near majority
in interest) in connection with his March 1992 transactions. Mr. Shoen
understands that AMERCO entered into a similar series of agreements with another
principal stockholder in May 1992 (including requiring her to become a party to
the stockholder agreement) and entered into share exchange agreements with two
other principal stockholders in August 1992 (both of whom already had become
parties to the stockholder agreement)
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and, as recently as May 1994, with the Chairman of the Board and President (who
also had previously become a party to the Stockholder Agreement).
Pursuant to Mr. Shoen's Share Repurchase and Registration Rights Agreement,
which is described in "Information Regarding Mr. Shoen -- Related Party
Transactions between Mr. Shoen and AMERCO," Mr. Shoen could or may elect to
require AMERCO to repurchase, with certain limitations, up to $2,000,000 in
AMERCO Common Stock, during specified exercise periods through September 1995.
Mr. Shoen, subject to certain limitations and restrictions, may also elect to
cause AMERCO to effect a registration of his Common Stock (or, if certain
conditions are met, other AMERCO securities having greater liquidity or
marketability) under the federal and state securities laws.
On March 31, 1994, Mr. Shoen gave notice to AMERCO of the exercise of his
share repurchase right, which has not yet been honored by AMERCO, despite a June
19, 1994 order of an arbitration panel that the Company shall have completed the
repurchase transaction by June 22, 1994. The June 19, 1994 arbitration will be
continued on July 26, 1994, at which time other issues relating to the Share
Repurchase and Registration Rights Agreement will be addressed.
Another AMERCO stockholder is also a party to this arbitration proceeding
based on her assertion that AMERCO has not honored its registration rights
obligations under her Share Repurchase and Registration Rights Agreement despite
undisputed proper notice of her registration rights election on October 1, 1993.
At the June 19, 1994 arbitration, AMERCO was ordered to file a registration
statement within five days to order to effect the registration of the shares it
had contractually agreed to register.
Mr. Shoen also believes that other stockholder litigation with other major
stockholders in which the Company has been embroiled for several years concerns,
among other things, issues of share liquidity as well.
These private disputes between AMERCO and certain of its stockholders
should be of considerable interest and concern to AMERCO stockholders generally.
Mr. Shoen believes they clearly illustrate that AMERCO is not committed to
providing share liquidity to its stockholders even though it may claim to be
doing so. Considerable time and money were expended by AMERCO to negotiate,
execute and deliver these agreements. Rather than honoring the obligations
AMERCO has entered to, significant individual and corporate financial and human
resources are being expended to put up barriers against the stockholders'
efforts to achieve some liquidity and to fight those efforts.
In other words, the Management of this Company appears not only to lack
commitment to achieving liquidity, despite occasional acts that might give
stockholders an impression that this is a priority of Management, but also the
Company appears to be unwilling to abide by formal obligations to which it has
agreed with respect to accomplishing liquidity for its stockholders. Mr.
Shoen's circumstances are not an isolated incident.
In addition, Mr. Shoen believes that it is not appropriate or fair to
stockholders of AMERCO generally that the Company does not make efforts to
facilitate liquidity by all the stockholders rather than, as it has done during
the past two years, by a selected few stockholders. By honoring the
10
registration rights already granted to certain stockholders, a public market
could be created for the Common Stock which would benefit the broader group
of all AMERCO common stockholders. Lifting the right of first refusal on the
entire class of Common Stock would also facilitate liquidity for all Common
Stockholders.
Mr. Shoen is committed to advancing the idea that the stockholders of the
Company should have the right to decide what they want to do with their
respective interests in AMERCO. He believes that share liquidity is a goal that
should be actively pursued by the Company.
In an effort to achieve this objective, Mr. Shoen intends to nominate
himself as one of the two Class IV Directors and has put together the four
stockholder proposals for which he is soliciting proxies from his fellow
stockholders. If elected as a director (for which he is not doing a general
proxy solicitation at this time), he will only represent a minority voice and
cannot compel the Board to act, but he is dedicated to making his voice heard on
behalf of all AMERCO stockholders.
The proposals Mr. Shoen is bringing before the Annual Meeting are each
intended to move the Company in the direction of achieving enhanced liquidity
and shareholder value. He believes that restrictions on alienability, such as
the right of first refusal contained in the Restated By-laws, can lead to
diminished marketability of the securities subject to such transfer restriction
and, as a result, diminish the value of those securities. It is his opinion
that terminating the right of first refusal will improve marketability of the
Company's Common Stock and will allow the development of a ready trading market
for the shares. The proposed By-laws amendment compelling the Company to honor
those registration rights and stock listing obligations that it voluntarily has
in the past and may in the future enter into from time to time with its
stockholders would also assist in the creation of an active public trading
market. This is turn would make the public equity market available in the
future for AMERCO stockholders who desire some liquidity without themselves
going through the entire public offering process to sell their shares, assuming
that they even could structure such a transaction. The amendment would ensure
that the directors and officers of the Company are committed to the effectuation
of the registration and listing commitments they make. Giving the stockholders
a voice through a committee of shareholder representatives will make the Board
of Directors more directly accountable to the stockholders. Finally, Mr. Shoen
believes that it is in the best interests of the stockholders that they speak
clearly to the Board by adopting the proposed non-binding resolution generally
making it known that share liquidity and enhancement of shareholder value are
important to this Company's stockholders.
11
ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight directors, divided into
four classes of two directors each. Each class is elected to serve for a four-
year term. At the Annual Meeting, the Company will present a slate of two
Class IV directors for election to the Board, to hold office until the 1998
annual meeting of stockholders and until their successors are duly elected and
qualified. The Company's Board of Directors has nominated Edward J. Shoen and
Mark V. Shoen as its two nominees to serve as Class IV directors. Pages __ and
__ of Management's Proxy Statement sets forth certain information regarding
Management's nominees. Mr. Shoen intends to nominate himself to be elected as
one of the two Class IV directors. However, since he is a member of the
stockholder group described above, he cannot independently vote his shares for
himself and must persuade at least a majority in voting power of the stockholder
group to support his election. Since Edward J. Shoen, Mark V. Shoen and James
P. Shoen, all members of Management who do not support Mr. Shoen's nomination,
collectively have a controlling interest in the stockholder group, it is
unlikely that the stockholder group of which Mr. Shoen is a member will vote in
favor of his election.
According to the Management's Proxy Statement, one Class I director is also
being elected at the Annual Meeting, to serve a one-year term until the 1995
annual meeting of stockholders. Page __ of Management's Proxy Statement sets
forth certain information pertaining to ____________, the Class I director
nominee.
Information about the Company's Board of Directors and committees thereof,
Executive Compensation, including the Board's Report on Executive Compensation,
Compensation Committee interlocks and insider participation and the stock
performance graph are included in Management's Proxy Statement at pages __
through __.
Mr. Shoen is not soliciting proxies with respect to his bid to be elected
to the Board of Directors as a Class IV Director. He does, however, reserve the
right to do so prior to the election by any appropriate means.
12
PROPOSAL NO. 1
AMENDMENT OF AMERCO'S RESTATED BY-LAWS TO
EFFECTUATE REGISTRATION
AND STOCK EXCHANGE LISTING COMMITMENTS
TO STOCKHOLDERS
THE PROPOSAL
Mr. Shoen has proposed an amendment to add new Article II, Section 4 to
AMERCO's Restated By-laws which amendment is intended to require Management to
honor commitments made by the Company to its stockholders with respect to
registration rights, and more particularly, to compel Management to take all
steps necessary and appropriate to obtain listing of the Company's Common Stock
on the New York Stock Exchange or the American Stock Exchange or to seek
qualification for the shares for trading on the Nasdaq National Market. The
amendment would provide that, subject to the limitation on liability contained
in AMERCO's Restated Articles of Incorporation, any director or officer who
causes or seeks to cause or participates in causing any action or inaction by
AMERCO not in compliance with the spirit and intention of new Section 4 would be
personally liable to the stockholders for any actual and consequential damages
suffered by the stockholders as a result of such action or inaction. The
affirmative vote of two-thirds or more would be required to add new Section 4.
A copy of the proposed new Article VII, Section 4 of the By-laws is attached
hereto as Appendix A.
REASONS FOR THE PROPOSAL
Mr. Shoen is the beneficiary of certain registration commitments made by
the Company. Among other things, those registration commitments require the
Company to use its best efforts to list the shares sought to be registered on
the New York Stock Exchange or the American Stock Exchange or to qualify those
securities for trading on the Nasdaq National Market. The purpose of this
Proposal is to ensure that the directors and officers of the Company are
committed to the effectuation of those and other listing commitments, and to
render any action or inaction on their part that serves to frustrate those
commitments a violation of the By-Laws.
Further, Mr. Shoen is advised and believes that the employees of AMERCO
will, through the ESOP, greatly benefit from having a liquid market for the
Company's Common Stock. In addition, the ESOP's fiduciaries, who are required
to act for the exclusive benefit of the ESOP's participants, should support a
public offering of the Company's Common Stock because it 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
interests in the ESOP than if their shares are bought out at appraised values,
as is now the case.
The Proposal seeks to ensure compliance on the part of the Company with its
existing and future registration commitments, and particularly, the stock
listing requirements that are a vital part of that process. Accordingly, this
Proposal is a proper matter for stockholder action at the Annual Meeting.
Mr. Shoen believes that
13
all of the Company's stockholders would be benefited by the adoption of this
amendment to the Restated By-laws because it would result in a facility through
which the stockholders could purchase and sell AMERCO Common Stock at prices
driven by the public trading market. Mr. Shoen would personally benefit from the
adoption of this amendment as a stockholder seeking liquidity. However, he would
not benefit to a greater extent than any other stockholder with registration
rights or stockholders otherwise able to publicly sell AMERCO Common Stock.
The 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 members of the Board of Directors is
required to adopt this Proposal No. 1 and pass the proposed amendment to the
AMERCO Restated By-laws.
MR. SHOEN RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 1.
PROPOSAL NO. 2
AMENDMENT OF AMERCO'S RESTATED BY-LAWS TO
CREATE A COMMITTEE OF SHAREHOLDER REPRESENTATIVES
THE PROPOSAL
Mr. Shoen has proposed an amendment to AMERCO's Restated By-laws to add new
Article II, Section 4 thereto. This amendment would create a Committee of
Shareholder Representatives to advise the Board of Directors with respect to
liquidity options. The Committee would consist of between seven and 20 members,
the exact number of which would be fixed by the Board. The function of the
Committee would be to review the management of the business and affairs of the
Company with the Board of Directors for the purpose of analyzing the actions
taken by the Board with respect to the liquidity and market value of the Common
Stock. The Committee would have the option to include a limited statement in
Management's proxy statements for its annual election of directors. The
Committee members would be designated by stockholders owning beneficially and
economically at least 5% of the outstanding Common Stock, or if not so
designated, by a plurality of the stockholders at the annual meeting. The
amendment provides that this Committee is not intended to and would not restrict
the power of the AMERCO Board of Directors to manage and control the business
and affairs of the Company. A copy of proposed new Article X of the By-laws is
attached hereto as Appendix B.
REASON FOR THE PROPOSAL
This Proposal would establish a committee of shareholder representatives
which would review the management of the business and affairs of the Company by
the Company's Board of Directors with the purpose and intent of analyzing the
actions taken by that Board with respect to the liquidity and market value of
the Company's Common Stock. Mr. Shoen has submitted this proposal for
consideration at the Annual Meeting because he believes the issue of shareholder
liquidity and enhancement of shareholder value has been of great concern to many
of stockholders for many years, and yet most of the Company's stockholders have
few if any practical means to achieve liquidity of their substantial interests
in the Company. Mr. Shoen believes that a committee of shareholder
representatives could be an effective mechanism for shareholders to communicate
their views to the Board and would serve a useful advisory function and with
relatively little cost. Accordingly, this Proposal is a proper matter for
stockholder action at the Annual Meeting. Mr. Shoen has no particular
14
direct or indirect interest in this proposal, other than the benefit that would
inure generally to all stockholders of AMERCO.
The 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 members of the Board of Directors is
required to adopt this Proposal No. 2 and pass the proposed amendment to the
AMERCO Restated By-laws.
MR. SHOEN RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 2.
PROPOSAL NO. 3
NON-BINDING RESOLUTION EXPRESSING THE SENSE OF THE STOCKHOLDERS
THAT THE AMERCO BOARD OF DIRECTORS SHOULD TAKE
AFFIRMATIVE STEPS TO IMPROVE SIGNIFICANTLY THE LIQUIDITY
AND MARKET DEMAND FOR AMERCO COMMON STOCK
THE PROPOSAL
Mr. Shoen has submitted a proposed resolution for consideration by the
Company's stockholders which, although not binding on the Board of Directors, is
intended to make clear to the Board that the stockholders want their Board of
Directors to be responsive to their concerns about share liquidity and market
value. The non-binding resolution specifically requests that the Board take
immediate action to (i) terminate the right of first refusal provisions in
Article VII, Section 2 of the Restated By-laws and all other comparable
restrictions on transfer, (ii) take all necessary steps to effect the prompt
registration of shares of Common Stock owned by stockholders desiring to dispose
of all or a portion of their shares, (iii) take all necessary and appropriate
steps to list or qualify for trading the Common Stock on a national securities
exchange (including National Market), and (iv) take all other steps that may
appear desirable to improve the market for shares of AMERCO Common Stock. A
copy of the proposed resolution is attached hereto as Appendix C.
REASON FOR THE PROPOSAL
Mr. Shoen believes that the Company and its Board of Directors have taken
inadequate steps over recent months to improve the liquidity and demand for
shares of the Company's Common Stock. He also understands that the Company is
engaged in litigation with other holders of the Company's Common Stock relating
in large part to those other shareholders' desire for liquidity. Mr. Shoen
believes that positive steps by the Company in the direction of creating
liquidity may have the benefit of reducing the Company's legal exposure in this
stockholder litigation.
Further, Mr. Shoen is advised and believes that the employees of AMERCO
will, through the ESOP, greatly benefit from having a liquid market for the
Company's Common Stock. In addition, the ESOP's fiduciaries, who are required
to act for the exclusive benefit of the ESOP's participants,
15
should support a public offering of the Company's Common Stock because it 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 interests in the ESOP than if their shares are bought out at appraised
values, as is now the case.
If AMERCO's Common Stock were to be readily tradeable on an established
market, shares of stock distributed from the Company's ESOP after the shares
became readily tradeable would not be subject to the "put option" requirements
of Section 409(h) of the Code, as they are now. 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 on an employer. To the extent
that the Company would be relieved of the put obligation, the value of the
Company and its prospects should be enhanced, for the benefit of all of its
shareholders, including the ESOP.
Accordingly, Mr. Shoen has proposed this non-binding resolution, which
would express the sense of the Company's stockholders on this topic. He
believes that there are inadequate opportunities available to the Company's
stockholders to dispose from time to time some or all of the shares of the
Company's Common Stock that they own, and he believes that the Company, acting
through its Board of Directors, should take immediate actions to enhance those
opportunities. Mr. Shoen has no particular direct or indirect interest in this
proposal, other than the benefit that would inure generally to all stockholders
of AMERCO.
The affirmative vote of shares possessing at least a majority of the votes
that are generally (not just as the result of the occurrence of a contingency)
entitled to vote for the election of members of the Board of Directors is
required to adopt this Proposal No. 3 which would, Mr. Shoen believes, would
send an unambiguous message to the Board of Directors.
MR. SHOEN RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL NO. 3.
SHAREHOLDER PROPOSAL
IN MANAGEMENT'S PROXY STATEMENT:
AMENDMENT OF THE RESTATED BY-LAWS TO ELIMINATE
RESTRICTIONS ON TRANSFERABILITY OF THE COMMON STOCK
Mr. Shoen recommends that the stockholders for "FOR" the stockholder
proposal described in Management's Proxy Statement which proposes an amendment
to the Restated By-laws that would have the effect of eliminating the Company's
right of first refusal currently imposed on the transferability of AMERCO Common
Stock. Mr. Shoen's statement in support of the proposed amendment, as well as
Management's statement in opposition, is included in Management's Proxy
Statement. A copy of the text of the proposed By-laws amendment is attached
hereto as Appendix
16
D. Please refer to Management's Proxy Statement for the discussion of this
proposal by the proponent, Mr. Shoen, and the Company's position with respect
thereto. Although Mr. Shoen believes that this proposal is needed in order to
effect the intent of Section 3.13 of his Share Repurchase and Registration
Rights Agreement, and therefore its adoption will directly facilitate his future
registration of AMERCO Common Stock, Mr. Shoen believes that all of the
Company's stockholders would be benefited by the adoption of this amendment to
the Restated By-laws.
OTHER MATTERS
Additional information with respect to the Annual Meeting, including
without limitation, information pertaining to the election of the two Class IV
Directors and one Class I Director, information regarding executive
compensation, beneficial ownership of securities by Management and certain
beneficial owners and related party transactions, among other things, is
available in Management's Proxy Statement. Also included in Management's Proxy
Statement is information concerning submission of shareholder proposals for the
1995 Annual Meeting of Stockholders. This information is not within the direct
knowledge of Mr. Shoen and therefore, is not included in this Proxy Statement.
Apart from the election of directors and Mr. Shoen's four shareholder
proposals, Mr. Shoen is not aware of any other matters to be considered at the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting, Mr. Shoen will vote all proxies held by him in accordance with his best
judgment with respect to each such matter.
July 8, 1994
- -------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE
VOTE FOR EACH OF THE SHAREHOLDER PROPOSALS SUBMITTED BY MR. SHOEN BY COMPLETING,
SIGNING, DATING AND MAILING THE BLUE PROXY CARD PROMPTLY UPON RECEIPT. ONLY
YOUR LATEST DATED SHAREHOLDER PROPOSALS PROXY COUNTS. EVEN IF YOU HAVE ALREADY
RETURNED A PROXY CARD SENT TO YOU BY THE COMPANY, YOU HAVE THE RIGHT TO REVOKE
IT BY SIGNING, DATING AND MAILING THE BLUE PROXY CARD.
- -------------------------------------------------------------------------------
17
APPENDIX A
PROPOSAL NO. 1
To add a new Article VII, Section 4, to the By-Laws, as follows:
"SECTION 4. EFFECTUATION OF LISTING COMMITMENTS
(a) The corporation shall, in response to the request of any holder
of shares of the corporation's outstanding capital stock who is also the
beneficiary of a commitment on the corporation's part to register some or all of
those shares of stock under federal or state securities laws, take all
appropriate steps to effect such registration, in accordance with the terms of
the applicable registration commitment, promptly upon the receipt of any such
request. If the registration commitment contains an obligation on the
corporation's part to seek to list some or all of the shares to be so registered
upon the New York Stock Exchange or the American Stock Exchange or to seek the
qualification of some or all of those shares for trading on the NASDAQ National
Market (each, a "National Securities Exchange"), the corporation shall take all
steps required under the applicable listing or qualification requirements of the
National Securities Exchange selected pursuant to the governing registration
rights agreement (or comparable instrument) promptly to effect such listing or
qualification. Without limiting the generality of the foregoing, if the
National Securities Exchange requires as a condition of listing or qualification
the waiver of transfer restrictions (including, without limitation, rights of
first refusal) otherwise applicable to some or all of the shares of stock to be
so listed or qualified, or if such waiver would otherwise facilitate the listing
or qualification process, the corporation shall promptly waive such restrictions
if it has the corporate power to do so, and shall promptly use its best efforts
to secure such waiver if it lacks such power.
(b) Any director or officer of the corporation who shall cause, seek
to cause or participate in causing any action or inaction by the corporation not
in compliance with the Article VII, Section 4 shall be personally liable to the
shareholders for any damages, actual and consequential, suffered by the
shareholders as a result of such action or inaction; PROVIDED, HOWEVER, no
director or officer shall have any personal liability as a result of this
Article VII, Section 4 to the extent that such liability is eliminated pursuant
to Article 6.C of the corporation's Restated Articles of Incorporation.
(c) This Article VII, Section 4 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.
(d) If any provision or any part of this Article VII, Section 4 is
found not to be valid for any reason, such provision or part shall be entirely
separable from, and shall have no effect upon, the remaining provisions of this
Article VII, Section 4."
A - 1
APPENDIX B
PROPOSAL NO. 2
To add a new Article X to the By-laws to create a Committee of Shareholder
Representatives to Advise the Board of Directors with respect to Liquidity
Options, which Article X would provide as follows:
"ARTICLE X
COMMITTEE OF SHAREHOLDER REPRESENTATIVES
SECTION 1. COMMITTEE:
The corporation shall have a committee of shareholder representatives
consisting of at least seven, and not more than 20, members. Each shareholder
owning beneficially (within the meaning of Regulation 13D under the Securities
Exchange Act of 1934, as amended, or any successor provision) and economically
at least 5% of the corporation's outstanding Common Stock shall be permitted to
designate a member of such committee. Subject to the foregoing requirement, the
exact number of members of the committee shall be determined from time to time
by a resolution adopted by an affirmative vote of a majority of the entire Board
of Directors. The committee shall review the management of the business and
affairs of the corporation by the Board of Directors with the purpose and intent
of analyzing the actions taken by the Board with respect to the liquidity and
market value of the Common Stock. The committee shall advise the Board of its
views, and of the views of other holders of Common Stock that are expressed to
the committee, with respect to whether the Board of Directors has from time to
time taken sufficient actions with respect to improving the liquidity and market
value of the Common Stock. The committee may, at the expense of the
corporation, engage expert assistance and incur other expenses in a reasonable
amount not to exceed in any fiscal year $.01 multiplied by the number of shares
of Common Stock outstanding at the beginning of the year. The committee shall
be given the opportunity to have included in the corporation's proxy statement
used in its annual election of directors, a report of not more than 2,500 words
on the committee's activities during the year, its evaluation of the management
of the corporation by the directors with respect to the liquidity and market
value of the Common Stock, and its recommendations on any matters proposed for
action by shareholders pertaining to such matters.
SECTION 2. DESIGNATION OF MEMBERS:
The members of the committee not designated by holders of shares of
the corporation's stock as provided in Section 1 above shall be elected by the
shareholders by plurality vote at their annual meeting. Elections of members
shall be conducted in the same manner as elections of directors. Each member
shall be paid a fee equal to half the average fee paid to non-employee
directors, shall be reimbursed for reasonable travel and other out-of-pocket
expenses incurred in serving as a member, and shall be entitled to
indemnification and advancement of expenses as would a director.
B - 1
SECTION 3. NOMINATING STATEMENTS:
The corporation shall include in its proxy materials used in the
election of directors nominations of and nominating statements for members of
the committee to be elected as provided above submitted by any shareholder or
group of shareholders (other than a fiduciary appointed by or under authority of
the directors) which owns beneficially and economically at least 5% of the
Common Stock as of the record date for the meeting of shareholders at which the
election is to occur. Nominations must be received by the corporation not less
than 90 nor more than 180 days before the annual meeting of shareholders. The
corporation's proxy materials shall include biographical and other information
regarding the nominee required to be included for nominees for director and
shall also include a nominating statement of not more than 500 words submitted
at the time of nomination by the nominating shareholder or group of
shareholders.
SECTION 4. NO LIMIT ON AUTHORITY:
Nothing herein shall restrict the power of the directors to manage and
control the business and affairs of the corporation.
SECTION 5. AMENDMENT:
This Article X 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.
SECTION 6. SEVERABILITY:
If any provision or any part of this Article X is found not to be
valid for any reason, such provision or part shall be entirely separable from,
and shall have no effect upon, the remaining provisions of this Article X."
B - 2
APPENDIX C
PROPOSAL NO. 3
To Express the Sense of the Shareholders that the Company's Board of Directors
Should Take Affirmative Steps to Improve Significantly the Liquidity and Market
Demand for Shares of the Company's Common Stock:
WHEREAS, the Shareholders of this Company believe that there are inadequate
opportunities available to them to dispose of the shares of the Company's Common
Stock that they own;
WHEREAS, these inadequate opportunities result in large measure from (a)
the failure of the Company's Board of Directors to list all of the outstanding
shares of such Common Stock on a national securities exchange such as the New
York Stock Exchange or the American Stock Exchange or to qualify such shares for
trading on the NASDAQ National Market (each of such exchanges or National
Market, a "National Securities Exchange"), and (b) the Company's threat of
enforcement of the restrictions on transfer of such Common Stock such as the
right of first refusal (the "Right of First Refusal") currently contained in
Article VII, Section 2 of the Company's Restated By-Laws (the "By-Laws");
WHEREAS, this absence of a market for the Common Stock, and the
restrictions on transferability resulting from the Right of First Refusal and
the non-registered nature of many of the shares of the Common Stock,
significantly reduce the value of the shares of such Common Stock; and
WHEREAS, the Shareholders of the Company believe it to be the fiduciary
duty of each member of the Board of Directors of the Company to take immediate
affirmative steps to enhance the liquidity and market value of shares of the
Common Stock.
NOW, THEREFORE, BE IT RESOLVED BY THE SHAREHOLDERS OF THE COMPANY, that
they hereby request that the Company's Board of Directors immediately:
(i) Terminate the provisions of Article VII, Section 2 of the By-
Laws, and all provisions in the Company's favor of comparable effect, so that
holders of shares of the Company's Common Stock may transfer such shares without
the significant restriction on alienability posed by such provisions;
(ii) Take all necessary steps to effect the prompt registration under
applicable federal and state securities laws of all shares of such Common Stock
of which shareholders of the Company may wish to dispose;
(iii) Take all necessary and appropriate steps to list or qualify for
trading on a National Securities Exchange all shares of the Common Stock; and
(iv) Take all other steps as may appear desirable to improve the
market for shares of the Common Stock.
C - 1
APPENDIX D
SHOEN SHAREHOLDER PROPOSAL
IN MANAGEMENT'S PROXY STATEMENT
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.
D - 1
PRELIMINARY PROXY CARD
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OF AMERCO
TO BE HELD ON JULY 22, 1994
THIS PROXY IS SOLICITED ON BEHALF OF PAUL F. SHOEN
(IT IS NOT BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERCO)
THIS PROXY IS NOT SOLICITED FOR THE ELECTION OF DIRECTORS.
Mr. Shoen strongly recommends a vote FOR the following proposals:
1. To compel AMERCO to effectuate registration and stock market listing
committments made by AMERCO to its stockholders (By-laws Amendment).
FOR / / AGAINST / / ABSTAIN / /
2. To create a Committee of Shareholder Representatives (By-laws
Amendment).
FOR / / AGAINST / / ABSTAIN / /
3. Non-binding stockholder proposal expressing the sense of the
stockholders that AMERCO's Board of Directors should take affirmative
steps to improve significantly the liquidity and market demand for
shares of AMERCO's Common Stock.
FOR / / AGAINST / / ABSTAIN / /
4. Stockholder proposal relating to terminating the restrictions on
transfer presently attached to the Company's Common Stock (included in
Management's Proxy Statement for the Annual Meeting) (By-laws
Amendment).
FOR / / AGAINST / / ABSTAIN / /
5. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment(s) thereof.
FOR / / AGAINST / / ABSTAIN / /
Any one of such attorneys-in-fact or substitutes as shall be present and
shall act at said meeting or any adjournment(s) thereof shall have and may
exercise all powers of said attorneys-in-fact hereunder.
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
PAUL F. SHOEN AND __________________, AND EACH OF THEM, AS PROXIES, WITH
FULL POWER OF SUBSTITUTION ARE HEREBY AUTHORIZED TO REPRESENT AND TO VOTE, AS
DESIGNATED ON THE REVERSE SIDE, ALL VOTING SECURITIES OF AMERCO TO WHICH THE
UNDERSIGNED IS ENTITLED TO VOTE AT THE 1994 ANNUAL MEETING OF STOCKHOLDERS OR
ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
Dated ............................, 1994
........................................
Signature
........................................
Signature
(This proxy should be marked, dated, signed
by the stockholder(s) EXACTLY as his name
appears hereon and returned promptly in the
enclosed envelope. Executors,
administrators, guardians, officers of
corporations and others signing in a
fiduciary capacity should state their full
titles as such. If shares are held by joint
tenants or as community property, both should
sign.)
PLEASE SIGN, DATE AND MAIL
YOUR PROXY TODAY