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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 1996
Commission Registrant, State of Incorporation, IRS Employer
File Number Address, and Telephone Number Identification No.
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0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (702) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
As disclosed in the Company's Prospectus dated September 10, 1996 and
in the Company's Annual Report on Form 10-K for the year ended March 31, 1996,
the Company is in the process of satisfying a judgment arising out of a lawsuit
brought by certain significant shareholders of the Company against certain of
its current and former directors (the "Shoen Litigation"). The Company satisfied
the judgment with respect to two of the plaintiffs in that action on September
6, 1996 by paying Katabasis International, Inc. ("Katabasis") approximately
$27.5 million to repurchase 4,041,924 shares of Common Stock and by paying
damages of approximately $74.8 million and statutory post-judgment,
pre-bankruptcy petition date interest of $224,000 to Samuel W. Shoen (the sole
voting stockholder of Katabasis). On the same date, the Company also funded
approximately $15.7 million of post-bankruptcy petition date interest on the
above amounts into an escrow account pending the outcome of a dispute involving
the entitlement of all of the plaintiffs in the Shoen Litigation to
post-bankruptcy petition date interest.
The Company will repurchase an additional 6,052,928 shares of its
Common Stock on or before October 1, 1996 in satisfaction of the judgment in the
Shoen Litigation. The Company has previously repurchased 12,202,048 shares of
Common Stock from five of the plaintiffs in the lawsuit (including Katabasis) in
satisfaction of their claims. After completing all of these repurchases, the
Company will have acquired approximately 47.3% of its outstanding Common Stock.
The Company will acquire the remaining shares of Common Stock and will
satisfy the remainder of the judgment in full with the payment of approximately
$153.5 million, plus interest if ultimately awarded. The Company has sold
mortgage notes for proceeds of $83.5 million and has completed a $97.4 million
sale and subsequent leaseback of rental trailers to raise a portion of the cash
used to make the stock purchases to date. The remainder of the cash necessary to
satisfy the judgment will be raised from the sale of surplus or non-essential
assets including real estate and mortgage notes, from internally generated funds
and, to the extent necessary, from additional borrowings under the Company's
existing credit agreements.
In order to comply with covenants in the Company's current credit
agreements and to improve the likelihood that its existing debt ratings will be
maintained, the Company increased its equity by selling $100.0 million of its
Series B Convertible Preferred Stock in a private placement.
As a result of funding the repurchase, the Company will incur
additional costs in the future in the form of lease payments and/or interest.
Furthermore, following the repurchase, the Company's outstanding Common Stock
will be reduced by 6,052,928 shares in addition to the 12,202,048 shares
repurchased from the plaintiffs to date. In addition, the Company plans to
deduct for income tax
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purposes approximately $324.0 million of the payments already made and remaining
to be made by the Company to the plaintiffs, which will reduce the Company's
income tax liability. While the Company believes that such income tax deductions
are appropriate, there can be no assurance that any such deductions ultimately
will be allowed in full.
Furthermore, in the event the fair value of the consideration paid by
the Company to the plaintiffs is in excess of the fair value of the stock
repurchased by the Company, the Company will be required to record an expense
equal to that difference. No such expense was recorded for the previous
transactions with the plaintiffs and no provision has been made in the Company's
financial statements for any payments to be made to the plaintiffs in the
future. For the reasons set forth above, the repurchase could result in material
changes in the Company's financial condition, results of operations, cash flow,
capital expenditure plans, net income, or earnings per common share.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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1.1 Distribution Agreement, dated September 10, 1996
4.1 Indenture, dated September 10, 1996
4.2 Form of Debt Securities (included in Exhibit 4.3)
4.3 First Supplemental Indenture, dated September 10, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERCO
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(Registrant)
Date September 19, 1996 /s/ Gary V. Klinefelter
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Gary V. Klinefelter, Secretary
(Signature)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U-Haul International, Inc.
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(Registrant)
Date September 19, 1996 /s/ Gary V. Klinefelter
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Gary V. Klinefelter, Secretary
(Signature)
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