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:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] 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) (previously paid):
[ ] $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
PAUL F. SHOEN
P.O. BOX 524
Glenbrook, NV 89413
July 14, 1994
Dear AMERCO ESOP Participant:
I am writing to ask for your support in connection with this year's Annual
Meeting of Stockholders of AMERCO, which is scheduled to be held on July 21 at
2:00 p.m. Pacific time. I am proposing four separate resolutions which, I
believe, will have the combined effect of creating a trading market for your
Common Stock and increasing the shareholders' voice in management. Detailed
information concerning these proposals and Sophia's and my long relationship to
AMERCO is provided for your review in the enclosed proxy statement.
Your stock in the ESOP is subject to a 60-day "right of first refusal" held
by the Company. I believe that this right of first refusal lowers the value of
your stock and allows the Company to buy stock at a bargain price. In fact, an
appraisal made for the ESOP by American Appraisal Associates estimated that
AMERCO Common Stock held by the ESOP SHOULD BE DISCOUNTED BY 15% due to its lack
of marketability. I personally believe that the impact COULD BE MUCH MORE than
15%. One of my proposals will lift the Company's right of first refusal from
the Common Stock held by the ESOP.
Also, I contend that having an active market for the Company's Common Stock
would help to remove a major source of conflict between the Shoen family
stockholders of AMERCO. A public market can be created which allows sales "over
the counter" and stockholders who wish to sell their shares can do so freely. I
believe this is likely to lead to a resolution of conflict among Shoen family
stockholders that has cost the Company millions of dollars in legal fees and
lost productivity, and has taken a serious toll on the personal lives of many
people associated with U-Haul.
I also ask that you support the election of Sophia M. Shoen and myself to
the Board of Directors as Class IV directors. Although we will hold only two
seats of an eight-person board, we believe that we can make our voices heard.
Last fiscal year, AMERCO paid E. Joe Shoen (President and Chairman of the Board
of AMERCO) a $2.1 million bonus, an amount equivalent to fully 5% of AMERCO's
annual earnings. Although I do not begrudge anyone's good fortune, I believe
that the Company's shareholders and ESOP participants deserve a greater share of
this prosperity.
I am also concerned that you may not have sufficient time to review my
proposals. I know that you have been contacted several times by corporate
officers about this meeting starting at least with your June 24th payroll
envelope. I have attempted to persuade the Company to delay the meeting so that
it will be possible to present you with a full discussion of the facts on both
sides. Unfortunately, this is the first opportunity I have had to describe
these proposals to you. Since the ESOP is governed by the Department of Labor
regulations, many of which relate to fair treatment of ESOP participants, you
may wish to discuss any questions you may have directly with the
Department of Labor. If you care to contact the Department on a "no name"
basis or otherwise, you could do this by calling their Los Angeles office at
(818) 583-7662 or their Washington, D.C. office at (202) 219-8776.
Please sign and date the BLUE voting card and mail it TODAY in the enclosed
envelope. Also, because the Company accelerated the meeting from the
traditional date in September and denied my request to communicate with
you directly, time is very short, and it is necessary to FAX a copy of this
voting card to me directly at (702) 749-5930 or (415) 323-1108 immediately.
If you have already returned a voting card mailed to you by the ESOP Trustees,
it is automatically revoked by dating, signing, and returning my BLUE voting
card. Only your latest dated voting card is effective.
Thank you for your consideration, and your efforts.
Sincerely yours,
/s/ Paul F. Shoen
Paul F. Shoen
RECENT EVENT. I was recently advised that on Wednesday, July 13, 1994,
Sophia M. Shoen delivered notice of termination of the Amended and Restated
Stockholder Agreement. This agreement is described at page 11 of the proxy
soliciting materials included with this letter. I have been advised by the
Company's attorney that the Company does not believe that this voting agreement
can be terminated at this time.
Enclosure
ANNUAL MEETING OF STOCKHOLDERS OF AMERCO
TO BE HELD ON JULY 21, 1994
AMERCO ESOP
PASS THROUGH VOTING CARD FOR PASS THROUGH VOTING
SOLICITED ON BEHALF OF PAUL F. SHOEN
(IT IS NOT BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERCO)
YOUR VOTE IS NOT SOLICITED FOR THE ELECTION OF THE CLASS I
DIRECTOR, AND STOCKHOLDERS WHO EXECUTE AND RETURN THIS VOTING
CARD WILL BE INSTRUCTING THE ESOP TRUSTEES NOT TO VOTE FOR A
CLASS I DIRECTOR NOMINEE.
Paul F. Shoen strongly recommends a vote FOR the following proposals:
1. Election of directors for a four-year term as Class IV directors.
Paul F. Shoen FOR / / AGAINST / /
Sophia M. Shoen FOR / / AGAINST / /
2. To compel AMERCO to effectuate registration and stock market listing
committments made by AMERCO to its stockholders (By-laws Amendment).
FOR / / AGAINST / / ABSTAIN / /
3. To create a Committee of Shareholder Representatives (By-laws
Amendment).
FOR / / AGAINST / / ABSTAIN / /
4. 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 / /
5. 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 / /
6. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment(s) thereof.
FOR / / AGAINST / / ABSTAIN / /
PASS THROUGH VOTE SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
THE UNDERSIGNED DIRECTS THE ESOP TRUSTEES TO VOTE, AS DESIGNATED ABOVE,
AT THE 1994 ANNUAL MEETING OF STOCKHOLDERS OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) THEREOF, ALL VOTING SECURITIES OF AMERCO ALLOCATED IN THE
UNDERSIGNED'S ACCOUNT IN THE AMERCO EMPLOYEE SAVINGS, PROFIT SHARING AND
EMPLOYEE STOCK OWNERSHIP PLAN.
Dated ............................., 1994
.........................................
Signature
.........................................
Print Name
PLEASE SIGN, DATE AND MAIL
YOUR VOTING CARD TODAY