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[ FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 04 1994
CHERYL A. LAU SECRETARY OF STATE
/s/ Cheryl A. Lau
No. 936-69
---------------------- ]
CERTIFICATE OF DESIGNATION, PREFERENCE, AND RIGHTS OF
SERIES A COMMON STOCK
OF
AMERCO
-----------------------------
Under Section 78.195(6) of the Nevada General Corporation Law
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We, Edward J. Shoen and Gary V. Klinefelter, being the President and
the Secretary, respectively, of AMERCO, a corporation organized and existing
under the laws of Nevada (the "Corporation"), do hereby certify that, pursuant
to authority conferred upon the Board of Directors by the Corporation's
Restated Articles of Incorporation and Section 78.195(6) of the Nevada General
Corporation Law, the Board of Directors, at a meeting duly called and held on
November 2, 1993, adopted resolutions providing for the creation of a series of
Serial Common Stock pursuant to authority vested in the Board of Directors by
Article 5 of the Corporation's Articles of Incorporation. The preferences and
relative participating, optional, or other special rights of such series of
Serial Common Stock and the qualifications, limitations, or restrictions
thereof to the extent not heretofore set forth in the Articles of Incorporation
of the Corporation as from time to time amended (the "Articles of
Incorporation"), are as follows:
(a) Designation. A series of Serial Common Stock (as defined
in the Articles of Incorporation) is hereby designated "Series A
Common Stock." The number of shares constituting the Series A Common
Stock is 10,000,000. Shares of the Series A Common Stock shall have a
par value of $0.25.
(b) Dividends and Distributions. Shares of the Series A
Common Stock shall be entitled to receive such dividends and
distributions as may be declared by the Board of Directors from time to
time and shall be payable, when and as declared by the Board of
Directors.
(c) Conversion. The holders of shares of the Series A Common
Stock shall not have any rights to convert such shares into or exchange
such shares for shares of any other class or classes or of any other
series of any class or classes of stock of the Corporation.
(d) Voting. The shares of the Series A Common Stock shall be
entitled to one vote per share.
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(e) Liquidation Rights. Upon the dissolution, liquidation, or
winding up of the affairs of the Corporation, whether voluntary or
involuntary, the Series A Common Stock shall be entitled to distribution
of the assets of the Company on a pari passu basis with the Company's
common stock, $0.25 par value.
IN WITNESS WHEREOF, we have hereunto set our hands and seals as
President and Secretary, respectively, of the Corporation this 1st day of
February, 1994 and we hereby affirm that the foregoing Certificate is our act
and deed and the act and deed of the Corporation and that the facts stated
therein are true.
AMERCO, a Nevada corporation
/s/ EDWARD J. SHOEN
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Edward J. Shoen
President
/s/ GARY V. KLINEFELTER
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Gary V. Klinefelter
Secretary
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STATE OF ARIZONA
ss.
COUNTY OF MARICOPA
The foregoing instrument was acknowledged before me this 1st day of
February, 1994, by Edward J. Shoen, the President of AMERCO, a Nevada
corporation, on behalf of the corporation.
/s/ Nancy Jo Beiley
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NOTARY PUBLIC
My Commission Expires:
5-22-95
- ----------------------- OFFICIAL SEAL
NANCY JO BEILEY
Notary Public - State of Arizona
MARICOPA COUNTY
My Comm. Exp. May 22, 1995
STATE OF ARIZONA
ss.
COUNTY OF MARICOPA
The foregoing instrument was acknowledged before me this 1st day of
February, 1994, by Gary V. Klinefelter, the Secretary of AMERCO, a Nevada
corporation, on behalf of the corporation.
/s/ Nancy Jo Beiley
----------------------------------
NOTARY PUBLIC
My Commission Expires:
5-22-95
- ----------------------- OFFICIAL SEAL
NANCY JO BEILEY
Notary Public - State of Arizona
MARICOPA COUNTY
My Comm. Exp. May 22, 1995