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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
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PAUL F. SHOEN
P.O. BOX 524
GLENBROOK, NEVADA 89413
September 14, 1994
Dear AMERCO Stockholder:
I am writing to ask for your support in connection with this year's Annual
Meeting of the Stockholders of AMERCO. With your help, I believe that we can
make real progress toward creating a public market for AMERCO stock, reducing
the liabilities of the AMERCO Employee Stock Ownership Plan and establishing a
sound dividend policy for the Company.
Although AMERCO's Board of Directors originally scheduled this year's
Annual Meeting for July 21, 1994 (over two months earlier than in the past), the
Annual Meeting has not yet taken place. A new date will be scheduled soon. You
will receive further notice once the new date has been set. THERE IS STILL TIME
TO CAST YOUR VOTE FOR THE 1994 ANNUAL MEETING. YOUR VOTE IS IMPORTANT.
At the same time that I sent my original proxy materials to you in July, I
also attempted to convince the Trustees of AMERCO's ESOP Plan to send my
materials to all ESOP Participants so that they could vote on my proposals. The
ESOP Trustees refused to send my materials, and AMERCO's Board rejected my
requests to postpone the Annual Meeting to the customary date in late September.
As a result, I was forced to seek assistance from the Federal Court in Reno,
Nevada. At my request, the Court prohibited AMERCO from holding the Annual
Meeting on July 21, stating in part,
[PAUL SHOEN] HAS RAISED SERIOUS LEGAL QUESTIONS AS TO THE
MOTIVATION OF THE AMERCO BOARD IN CHANGING THE DATE OF THE
ANNUAL MEETING. IT APPEARS FROM THE RECORD THAT DEFENDANTS
MAY HAVE BEEN MOTIVATED FOR THE PURPOSE OF PERPETUATING
THEMSELVES IN OFFICE AND OBSTRUCTING [PAUL SHOEN'S]
LEGITIMATE EFFORTS TO EXERCISE HIS RIGHTS. THIS, COMBINED
WITH THE FACT THAT THE BALANCE OF HARDSHIPS TIPS SHARPLY IN
FAVOR OF [MR. SHOEN] IS SUFFICIENT TO JUSTIFY GRANTING THIS
MOTION FOR A TEMPORARY RESTRAINING ORDER.
The proxy statement and other materials that I sent you in July contained
important information concerning my long relationship with AMERCO and my reasons
for seeking a seat on AMERCO's Board of Directors. These materials also
explained the four proposals that I have submitted for consideration at the
upcoming Annual Meeting. These proposals will, I believe, have the combined
effect of creating a trading market for your AMERCO Common Stock, and
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increasing the voice of AMERCO shareholders and ESOP Participants in management.
Included with this letter are a notice entitled "Proxy Statement Errata," which
corrects typographical errors in my original materials, as well as a "Supplement
to Proxy Statement," which summarizes the lawsuit mentioned above and describes
other developments that have occurred since my proxy materials were prepared in
July. If you would like another copy of my Proxy Statement, please drop me a
line at the address above, or call me at (702) 749-5114.
WHY AM I RUNNING FOR THE BOARD OF DIRECTORS?
Like you, I am an AMERCO stockholder. As disclosed in my proxy statement,
I am also one of the children of AMERCO's founder, L.S. Shoen, and one of the
brothers of AMERCO's Chairman and President, Edward J. ("Joe") Shoen. I began
working at U-HAUL International, Inc. ("U-Haul") in June 1972 as an area field
man. I gradually rose through the ranks and ultimately served as the President
of U-Haul from February 1987 through April 1990. I served as a Director of
AMERCO from September 1986 to September 1991, as a consultant to AMERCO's
President from April 1991 through March 1992, and since then as a management
consultant to AMERCO.
I believe that my prior service as a Director of AMERCO and an officer of
U-Haul has given me the background and experience required to serve again as a
Director of the Company. I do not believe that AMERCO has been poorly run in
recent years. However, I believe that it is time for the Company to pay more
attention to the desires of its stockholders. AMERCO issued preferred stock to
the public in October of last year and listed that stock on the New York Stock
Exchange; I BELIEVE THE COMPANY SHOULD TAKE STEPS TO LIST ITS COMMON STOCK ON A
STOCK EXCHANGE AS WELL, SO THAT YOU WILL HAVE THE SAME LIQUIDITY THAT IS
AVAILABLE TO HOLDERS OF THE COMPANY'S PREFERRED STOCK.
I ALSO BELIEVE IT IS TIME FOR THE COMPANY TO IMPROVE ITS DIVIDEND POLICY.
The Company is now paying a dividend of only eight cents per share on Common
Stock. I cannot determine from the information that is publicly available how
much more could be paid in Common Stock dividends, but I know that the Company
is paying annual dividends of nearly $2.13 on its preferred stock; while I
cannot guarantee that the Company will be able to pay higher dividends on Common
Stock, I INTEND TO WORK HARD AS A MEMBER OF THE BOARD TO SEE THAT HIGHER
DIVIDENDS ARE PAID ON YOUR STOCK.
I also ask that you support the election of my sister, Sophia M. Shoen, to
the Board of Directors of AMERCO. Although we will hold only two seats of an
eight-person Board, we believe we can make our voices heard. LAST FISCAL YEAR,
AMERCO PAID ITS PRESIDENT AND CHAIRMAN JOE SHOEN A $2.1 MILLION BONUS, WHICH IS
EQUIVALENT TO OVER FIVE PERCENT OF AMERCO'S ANNUAL EARNINGS. Although I do not
begrudge anyone's good fortune, I BELIEVE THAT THE COMPANY'S SHAREHOLDERS
DESERVE A GREATER SHARE OF THIS PROSPERITY.
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WHY SHOULD YOU SUPPORT MY STOCKHOLDER PROPOSALS?
I have submitted four proposals that will be voted upon at the Annual
Meeting. The following summary of my proposals is qualified by the descriptions
of the proposals contained in my Proxy Statement and by the text of the
resolutions contained in the appendices to the Proxy Statement.
My first proposal (identified as Proposal No. 5 in my Proxy Statement and
as Proposal No. 2 in AMERCO's Proxy Statement) seeks to eliminate the "right of
first refusal" that is currently contained in the Company's By-laws. This
provision prohibits any stockholder from selling his or her AMERCO Common Stock
without first offering the stock to the Company. I believe this "right of first
refusal" is a major barrier to the creation of a public market for AMERCO
shares, and lowers the value of your stock. IN FACT, AN APPRAISAL MADE FOR THE
AMERCO ESOP BY AMERICAN APPRAISAL ASSOCIATES ESTIMATED THAT AMERCO COMMON STOCK
SHOULD BE DISCOUNTED BY 15 PERCENT DUE TO ITS LACK OF MARKETABILITY. I
personally believe that the impact could be much more than 15 percent. My
proposal will lift the Company's "right of first refusal" from the Common Stock.
My second proposal (identified as Proposal No. 2 in my Proxy Statement and
NOT MENTIONED in AMERCO's Proxy Statement) seeks to require AMERCO's management
to honor the Company's existing commitments to its stockholders to register
their AMERCO Common Stock including, if necessary, to take all steps necessary
and appropriate to obtain a listing of the Company's Common Stock on a national
exchange.
My third proposal (identified as Proposal No. 3 in my Proxy Statement and
NOT MENTIONED in AMERCO's Proxy Statement) would create a committee of
shareholder representatives to advise AMERCO's Board of Directors with respect
to options for improving the liquidity and market value of AMERCO's Common
Stock. This committee would not restrict the power of AMERCO's Board to manage
and control the business and affairs of the Company, but would advise the Board
of Directors about steps that could be taken to improve the liquidity and market
value of the Common Stock. The committee would also be able to report to you on
its activities each year, and to provide you with its evaluation of the AMERCO
directors' efforts to improve the liquidity and market value of the Common
Stock.
My fourth proposal (identified as Proposal No. 4 in my Proxy Statement and
NOT MENTIONED in AMERCO's Proxy Statement) is a non-binding shareholder
resolution that would allow you and other shareholders to advise AMERCO's
Directors that the Board should take affirmative steps to improve the liquidity
and market demand for shares of the Company's stock. Specifically, this
resolution would allow stockholders and ESOP participants to request that the
Company's Board of Directors terminate the "right of first refusal" described
above; take all necessary steps to register all shares of Common Stock which
shareholders desire to sell; take all necessary steps to list the Company's
Common Stock on a national securities exchange; and take all other steps that
may be desirable to establish and improve the market for the Company's Common
Stock.
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Taken together, I believe that my proposals would have the effect of
increasing your voice in management and requiring AMERCO to create a trading
market for your Common Stock. THE CREATION OF A PUBLIC MARKET FOR AMERCO'S
COMMON STOCK WOULD ELIMINATE THE BASIS FOR THE 15 PERCENT DISCOUNT APPLIED TO
THE COMMON STOCK BY AMERICAN APPRAISAL ASSOCIATES. IT WOULD ALSO ELIMINATE
SUBSTANTIAL POTENTIAL LIABILITIES OF THE AMERCO ESOP. Under current law, the
AMERCO ESOP must allow retiring participants to require the ESOP to purchase
their shares for cash on an after-tax basis, which can create material cash flow
burdens. The Company will be relieved of this obligation once the Common Stock
is publicly traded, which should enhance the value of the Company and its
prospects.
I also believe that the creation of an active market for the Company's
Common Stock will help to remove a major source of conflict between the members
of my family. Creating a public market would allow any members of the Shoen
family or other stockholders who wish to sell their shares to do so freely. I
believe that this will help resolve the conflicts that have caused a number
of lawsuits among members of my family and AMERCO over the past several years.
THESE LAWSUITS HAVE COST AMERCO MILLIONS OF DOLLARS IN LEGAL FEES AND LOST
PRODUCTIVITY, AND TAKEN A TOLL ON THE LIVES OF MANY PEOPLE ASSOCIATED WITH
U-HAUL.
For all of these reasons, I urge you to vote for each of my stockholder
proposals on the enclosed BLUE proxy card.
I NEED YOUR SUPPORT
You and other public stockholders have the power to vote approximately 2.6
percent of AMERCO's outstanding stock. In addition, the participants in the
AMERCO ESOP can direct the voting of approximately 2.8 percent of the common
stock. YOUR VOTE IS IMPORTANT FOR TWO REASONS. First, my brothers Joe, Mark
and Jim Shoen contend that they have the power to vote approximately 47.6
percent of the Company's outstanding stock (including all of my stock), while my
father L.S. Shoen and other Shoen family members are parties to an agreement
that collectively votes approximately 47.2 percent of AMERCO's stock. Thus, THE
"UNCOMMITTED" STOCK THAT MAY BE VOTED BY PUBLIC STOCKHOLDERS AND ESOP
PARTICIPANTS IS, IN MY OPINION, LIKELY TO BE THE "SWING VOTE" IN THE UPCOMING
ELECTIONS. Second, AMERCO asserts that the first three proposals described
above can only pass if they achieve a two-thirds majority. YOU CAN HELP ACHIEVE
THIS TWO-THIRDS MAJORITY BY VOTING IN FAVOR OF MY PROPOSALS.
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HOW TO VOTE
Please sign and date the enclosed BLUE proxy card and mail it today. A
postage paid envelope is enclosed for your convenience. If you have already
returned the proxy card mailed to you by AMERCO, it will be automatically
revoked by dating, signing, and returning my BLUE proxy card. Only your latest
dated proxy will be effective.
Thank you again for your consideration of my candidacy and my stockholder
proposals.
Sincerely yours,
Paul F. Shoen
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SUPPLEMENT TO PROXY STATEMENT
PAUL F. SHOEN
1994 ANNUAL MEETING OF STOCKHOLDERS
OF AMERCO
Paul F. Shoen has caused to be distributed to AMERCO stockholders a
proxy statement dated July 12, 1994 (the "Proxy Statement") and related
materials with respect to the 1994 Annual Meeting. THE ANNUAL MEETING WAS NOT
HELD ON JULY 21, 1994, AND A NEW DATE HAS NOT YET BEEN SET. PAUL SHOEN IS NOT
AWARE OF ANY PLAN TO MOVE THE LOCATION OF THE ANNUAL MEETING, BUT THE LOCATION
WILL BE DETERMINED BY THE COMPANY. YOU WILL RECEIVE FURTHER NOTICE ONCE THE
DATE, TIME AND LOCATION OF THE MEETING HAVE BEEN SET.
This Supplement is intended to update the Proxy Statement with respect
to certain events occurring after July 12, 1994. This Supplement should be read
in conjunction with the information contained in the Proxy Statement. The
headings contained in this Supplement correspond to the headings in the Proxy
Statement. Capitalized terms not separately defined in this Supplement have the
meanings given them in the Proxy Statement.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
INFORMATION CONCERNING PAUL F. SHOEN
The Proxy Statement disclosed that Paul Shoen was a party to a
Stockholder Agreement among parties which control approximately 47.6% of the
outstanding voting securities. On July 13, 1994, Sophia Shoen delivered notice
of the termination of the Stockholder Agreement. Mr. Shoen believes that Sophia
Shoen's termination of the Stockholder Agreement was proper and that Mr. Shoen
may vote his Common Stock without the restraints imposed by the Stockholder
Agreement. The Company contends that Sophia Shoen's termination of the
Stockholder Agreement was not proper and that Mr. Shoen's Common Stock remains
subject to the Stockholder Agreement.
On July 14, 1994, Mr. Shoen attended by telephone a meeting of certain
parties to the Stockholder Agreement. Mr. Shoen advised the attendees that he
believed the Stockholder Agreement had been terminated, but nevertheless
participated in the meeting in an effort to protect his rights in the event the
Stockholder Agreement is still in effect. At the meeting, parties holding a
majority in interest of the Common Stock subject to the Stockholders Agreement
voted against all of Mr. Shoen's proposals and in favor of the election of
Edward J. Shoen, Mark V. Shoen and Aubrey K. Johnson as directors. Following
the court order described below which enjoined the annual meeting, certain
parties to the Stockholder Agreement took the position that a further meeting of
this stockholder group must be held prior to the rescheduled date for the annual
meeting. Given the earlier vote, however, if the Stockholder Agreement is still
in effect, Paul Shoen believes it is likely that his
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common stock will be voted against his stockholder proposals and against his
candidacy as a director.
LEGAL PROCEEDINGS
As discussed in the Proxy Statement, on April 9, 1994, Paul Shoen and
Sophia Shoen submitted to AMERCO their respective Requests for Arbitration
pursuant to their Share Repurchase and registration Rights Agreements. On
July 26 and 27 and August 20 and 21, 1994, further arbitration hearings were
held. Currently, the parties' disputes are under submission to the panel of
arbitrators and a decision is expected soon.
In addition to the pending arbitration proceedings, Paul Shoen
instituted litigation in the United States District Court for the District of
Nevada on July 19, 1994. The defendants in the action are the Company, its
directors, The AMERCO Employee Savings and Profit Sharing and Employee Stock
Ownership Plan (the "AMERCO ESOP") and the Trustees of the AMERCO ESOP. The
complaint alleges that the defendants breached their fiduciary duties to AMERCO
shareholders and AMERCO ESOP participants by acting to interfere with and
obstruct Paul Shoen's proxy campaign in order to maintain defendants' control of
the Company. Specifically, the complaint alleges that the directors advanced
the date of the Annual Meeting to undermine Paul Shoen's voting rights; that the
Trustees have blocked Paul Shoen's communications with the AMERCO ESOP
participants; and that the Trustees made unlawful solicitations on behalf of the
Company's management, and failed to act in the best interests of the AMERCO ESOP
participants. The complaint further alleges that defendants violated Section
14(a) of the Exchange Act of 1934 by failing to file preliminary proxy materials
with the Securities Exchange Commission ("SEC"), making solicitations before
shareholders received proxy materials, and distributing false and misleading
solicitations.
On July 20, 1994, Paul Shoen filed an ex parte application for a
temporary restraining order preventing the defendants from holding the 1994
Annual Meeting on July 21, 1994. The Company, the AMERCO ESOP and its trustees
opposed this application. On July 20, 1994 the Court issued an order granting
Paul Shoen's application, and enjoining the holding of the 1994 Annual Meeting
for at least ten days.
On July 21, 1994, the Court amended its previous order, enjoining the
defendants from holding the 1994 Annual Meeting until the Court determines (1)
whether defendants have complied with SEC regulations and followed corporate law
in the solicitation of proxies; (2) whether plaintiff has had a similar
opportunity to exercise his rights; and (3) the extent to which failure to
comply with such laws or to allow plaintiff such opportunity may justify an
injunction against holding the Annual Meeting. The Court set a schedule for the
parties to submit memoranda on these issues, with the final memorandum due no
later than September 1, 1994. The Court also ordered that the restraining order
shall in no event extend to or beyond September 24, 1994.
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On July 26, 1994, Paul Shoen filed a motion for an order compelling
the ESOP Trustees to return his proxy materials along with a list of the names
and addresses of the ESOP participants or, in the alternative, to forward his
proxy materials to the participants. Later that day, the court denied his
request for immediate action, and set an expedited briefing schedule so that it
could consider the matter on an expedited basis. The briefing ordered by the
court on July 21 and July 26, 1994 has been completed and a decision is expected
soon.
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PROXY STATEMENT ERRATA
PAUL F. SHOEN
1994 ANNUAL MEETING OF STOCKHOLDERS
OF AMERCO
Paul F. Shoen has distributed a proxy statement dated July 12, 1994 (the
"Proxy Statement") and related materials with respect to the 1994 Annual Meeting
of Stockholders. After printing the Proxy Statement, certain typographical
errors were discovered. The following Errata clarify which By-law provisions
will be added or amended by Paul F. Shoen's stockholder proposals and further
clarify the Proxy Statement. Changed language is printed in BOLD TYPE.
1. WITH RESPECT TO PROPOSAL NO. 2: On page 16 of the Proxy
Statement, the first sentence under the heading "The Proposal" should read "Mr.
Shoen has proposed an amendment to add new Article VII, Section 4 to AMERCO's
Restated By-laws. . ."
2. WITH RESPECT TO PROPOSAL NO. 3: On page 17 of the Proxy
Statement, the first sentence under the heading "The Proposal" should read
"Mr. Shoen has proposed an amendment to AMERCO's Restated By-laws to add new
Article X thereto."
3. APPENDIX B TO THE PROXY STATEMENT: On page B-1, the heading
"PROPOSAL NO. 2" should read "PROPOSAL NO. 3."
4. APPENDIX C TO THE PROXY STATEMENT: On page C-1, the heading
"PROPOSAL NO. 3" should read "PROPOSAL NO. 4."
5. References in the Proxy Statement to "Mr. Shoen" refer in each
instance to PAUL F. SHOEN.
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OF AMERCO
Originally scheduled for JULY 21, 1994
(To be Rescheduled to a Later Date)
THIS PROXY IS SOLICITED ON BEHALF OF PAUL F. SHOEN
(IT IS NOTBEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERCO)
THIS PROXY IS NOT SOLICITED FOR THE ELECTION OF THE CLASS I
DIRECTORS AND STOCKHOLDERS WHO EXECUTE AND RETURN THIS PROXY
CARD WILL BE UNABLE TO VOTE FOR A CLASS I DIRECTOR NOMINEE
Mr. 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 / / WITHHOLD / /
Sophia M. Shoen FOR / / WITHHOLD / /
(Authority to vote for the nominee may be withheld by marking "Withhold.")
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 / /
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.
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PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
PAUL F. SHOEN, MARC A. RAPPEL AND MICHAEL M. FLEMING, 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
.........................................
Print Name
.........................................
Signature (if jointly owned)
.........................................
Print Name
(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
