As filed with the Securities and Exchange Commission on November 3, 1994
REGISTRATION NO. 33-54289
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 6
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERCO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0106815
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
--------------
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
(702) 688-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
JON S. COHEN, ESQ.
SNELL & WILMER
ONE ARIZONA CENTER
PHOENIX, ARIZONA 85004
(602) 382-6247
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
COPY TO:
DEBRA K. WEINER, ESQ. CHRISTOPHER S. BERTICS, ESQ.
GROVER WICKERSHAM, P.C. COOLEY GODWARD CASTRO
430 CAMBRIDGE AVENUE, SUITE 100 HUDDLESON & TATUM
PALO ALTO, CALIFORNIA 94306 5 PALO ALTO SQUARE, 4TH FLOOR
(415) 323-6400 PALO ALTO, CALIFORNIA 94306
(415) 843-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, CHECK THE FOLLOWING BOX. [ ]
IF THE REGISTRANT ELECTS TO DELIVER ITS LATEST ANNUAL REPORT TO SECURITY
HOLDERS, OR A COMPLETE AND LEGIBLE FACSIMILE THEREOF PURSUANT TO ITEM 11(A)(1)
OF THIS FORM, CHECK THE FOLLOWING BOX. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to Section 8(a) may
determine.
<PAGE>
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY FORM S-2
FILED AS PART OF REGISTRATION STATEMENT
ITEM
NUMBER
IN
FORM
S-2 ITEM CAPTION IN FORM S-2 CAPTION IN PROSPECTUS
- ---- ------------------------ ---------------------
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus ........................... Facing Page; Cross Reference Sheet;
Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus ............ Inside Front Cover Page; Available
Information; Information
Incorporated by Reference; Table of
Contents
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges .............................. Prospectus Summary; Risk Factors;
The Company
4. Use of Proceeds ...................... Prospectus Summary
5. Determination of Offering Price ...... Cover Page; Underwriting
6. Dilution ............................. Inapplicable
7. Selling Security Holders ............. Selling Security Holder
8. Plan of Distribution ................. Underwriting
9. Description of Securities to
be Registered ........................ Description of Capital Stock
10. Interests of Named Experts
and Counsel .......................... Legal Opinions; Experts
11. Information with Respect to
Registrant ........................... Prospectus Summary; Risk Factors;
The Company; Capitalization;
Stockholder Matters; Selected
Consolidated Financial Data;
Management's Discussion and
Analysis; Business; Certain
Transactions; Selling
Security Holder; Financial
Statements
12. Incorporation of Certain
Information by Reference ............. Information Incorporated by
Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities ...................... Inapplicable
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1994
PROSPECTUS
500,000 SHARES
A M E R C O
COMMON STOCK
--------------------
Ponderosa Insurance Holdings
U-Haul
AMERCO Real Estate Company
Sophia M. Shoen ("Selling Stockholder") hereby offers 500,000 shares of
Common Stock (the "Securities") of AMERCO (the "Company"), a holding company for
U-Haul International, Inc., Ponderosa Holdings, Inc., and Amerco Real Estate
Company. The Company will not receive any portion of the proceeds from the sale
of the Securities offered hereby.
Although the Company has been a reporting company under the Securities
Exchange Act of 1934 for several years, prior to this offering, there has been
no active public trading market for the Company's common stock. See
"Underwriting" for a discussion of factors considered in determining the
initial public offering price. It is anticipated that the initial public
offering price will be between $16.00 and $18.00 per share. Some of the
Securities may be offered to non-U.S. persons. The Securities offered hereby
have been approved for quotation on the Nasdaq National Market upon notice of
issuance under the symbol "AMOO."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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Underwriting PROCEEDS TO
Price to Discounts and SELLING
Public Commissions(1) STOCKHOLDER(2)
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Per Share.................. $ $ $
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TOTAL.................. $ $ $
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(1) Excludes a non-accountable expense allowance of $ payable by
Selling Stockholder to Cruttenden & Company, the representative (the
"Representative") of the several Underwriters. The Company and the Selling
Stockholder have agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(2) The Company will be paying expenses in connection with this offering,
estimated at approximately $505,000.
(3) The Selling Stockholder has granted the Underwriters a 45-day option to
purchase up to 75,000 additional shares of Common Stock on the same terms
and conditions as set forth above, solely to cover over-allotments, if
any. If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Selling
Stockholder will be $ , $ and $ ,
respectively. See "Underwriting."
The Securities offered by this Prospectus are offered by the
Underwriters subject to prior sale when, as and if delivered to
and accepted by the Underwriters, and subject to their right to
withdraw, cancel, or modify such offer and to reject orders in whole or
in part and to certain other conditions. It is expected that delivery
of the Securities will be made at the offices of Cruttenden & Company,
Irvine, California, on or about, 1994.
--------------------
CRUTTENDEN & COMPANY THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
STABILIZING TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its regional offices located at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a registration statement (the
"Registration Statement") with respect to the Securities offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information contained in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by such reference.
The Company's Series A 8-1/2% Preferred Stock is listed on the New York
Stock Exchange. Reports, proxy statements, and other information filed by the
Company may be inspected at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INFORMATION INCORPORATED BY REFERENCE
The Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1994, the Quarterly Report of the Company on Form 10-Q for the quarter
ended June 30, 1994, as amended, and the Current Report on Form 8-K filed with
the Commission on October 13, 1994 are incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any documents described above,
other than certain exhibits to such documents. Requests should be addressed to:
AMERCO, Investor Relations, 1325 Airmotive Way, Suite 100, Reno, Nevada 89502;
telephone: (702) 688-6300.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information and financial statements, including the notes thereto,
appearing elsewhere or incorporated by reference in this Prospectus.
Except as otherwise specified, all information in this Prospectus assumes
no exercise of the over-allotment option granted to the Underwriters.
Investors should carefully consider the information set forth under the
heading "Risk Factors."
THE COMPANY
AMERCO, a Nevada corporation (the "Company"), is the holding company
for U-Haul International, Inc. ("U-Haul"), Ponderosa Holdings, Inc.
("Ponderosa"), and Amerco Real Estate Company ("AREC"). Throughout this
Prospectus, unless the context otherwise requires, the term "Company"
includes all of the Company's subsidiaries.
U-Haul is primarily engaged, through subsidiaries, in the rental of
trucks, automobile-type trailers, and support rental items to the
do-it-yourself moving customer, all under the registered tradename U-Haul(R).
Additionally, U-Haul sells related products and services and rents
self-storage facilities and various kinds of equipment. AREC owns and manages
a majority of the real estate used in connection with the foregoing
businesses.
Ponderosa serves as the holding company for the Company's insurance
businesses. Ponderosa's two principal subsidiaries are Oxford Life Insurance
Company ("Oxford") and Republic Western Insurance Company ("RWIC"). Oxford
primarily reinsures life, health, and annuity type insurance products and
administers the Company's self-insured employee health plan. RWIC originates
and reinsures property and casualty type insurance products for various market
participants, including independent third parties, the Company's customers,
and the Company. See "The Company" and "Business."
The Company's principal executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and the telephone number of the
Company is (702) 688-6300. As used in this Prospectus, all references to a
fiscal year refer to the Company's fiscal year ended March
31 of that year.
THE OFFERING
Securities Offered (1)..................... 500,000 shares of Common Stock.
Securities Outstanding .................... 6,100,000 shares of Series A
8-1/2% Preferred Stock,
29,426,048 shares of Common
Stock, and 9,238,015 shares of
Series A Common Stock.
Use of Proceeds ........................... The Company will receive no
proceeds from the sale of the
Securities offered hereby.
Proposed Nasdaq National Market Symbol .... "AMOO"
________________
(1) Excludes up to 75,000 shares subject to the Underwriters' over-allotment
option.
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary financial information was derived from and is
qualified by reference to the financial statements and other information and
data contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994, and the Company's unaudited Quarterly Report on Form
10-Q for the quarter ended June 30, 1994, which are incorporated by reference.
Oxford and RWIC have been consolidated on the basis of fiscal years ended
December 31. To give effect to Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," the Company has restated its financial
statements to April 1, 1988. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Other." The summaries for the
quarters ended June 30 are unaudited; however, in the opinion of management,
all adjustments necessary for a fair presentation of such financial
information have been included. The results of operations for the quarter
ended June 30, 1994 may not be indicative of the results to be expected for
fiscal 1995 because the Company's U-Haul business is seasonal, with a majority
of its revenue and substantially all of its net earnings being generated in
the first and second quarters of each fiscal year.
<TABLE>
<CAPTION>
For the Quarters
For the Fiscal Years Ended March 31, Ended June 30,
----------------------------------------------------------------------- --------------------------
1990 1991 1992 1993 1994 1993 1994
------------ ------------ ------------- ------------- ------------- ------------ ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF
OPERATIONS DATA:
Rental, net
sales, and
other revenues .. $ 830,998 $ 860,044 $ 845,128 $ 901,446 $ 972,704 $ 255,684 $ 281,509
Premiums and net
investment
income .......... 119,641 126,620 126,756 139,465 162,151 35,664 42,069
------------ ------------ ------------- ------------- ------------- ------------ ------------
950,639 986,664 971,884 1,040,911 1,134,855 291,348 323,578
------------ ------------ ------------- ------------- ------------- ------------ ------------
Operating expenses
and cost of
sales ........... 627,396 668,149 661,229 697,700 735,841 188,138 194,336
Benefits, losses,
and amortization
of deferred
acquisition costs 121,602 126,626 99,091 115,969 130,168 26,094 29,496
Depreciation ...... 105,437 114,589 109,641 110,105 133,485 30,140 37,282
Interest expense .. 74,657 80,815 76,189 67,958 68,859 17,338 16,638
------------ ------------ ------------- ------------- ------------- ------------ ------------
929,092 990,179 946,150 991,732 1,068,353 261,710 277,752
------------ ------------ ------------- ------------- ------------- ------------ ------------
Pretax earnings
(loss) from
operations ...... 21,547 (3,515) 25,734 49,179 66,502 29,638 45,826
Income tax expense (3,516) (6,354) (4,940) (17,270) (19,853) (8,775) (16,413)
------------ ------------ ------------- ------------- ------------- ------------ ------------
Earnings (loss)
before
cumulative
effect of change
in accounting
principle and
extraordinary
item ............ 18,031 (9,869) 20,794 31,909 46,649 20,863 29,413
============ ============ ============= ============= ============= ============ ============
Extraordinary loss
on early
extinguishment
of debt, net<F2>. -- -- -- -- (3,370) -- --
Cumulative effect
of change in
accounting
principle, net<F3> -- -- -- -- (3,095) (3,504) --
Net earnings
(loss) .......... $ 18,031 $ (9,869) $ 20,794 $ 31,909 $ 40,184 $ 17,359 $ 29,413
Earnings (loss)
from operations
before
extraordinary
loss on early
extinguishment
of debt and
cumulative
effect of change
in accounting
principle per
common share .... $ .46 $ (.25) $ .53 $ .83 $ 1.06 $ .56 $ .71
Net earnings
(loss) per common
share <F1>....... .46 (.25) .53 .83 .89 .47 .71
Weighted average
common shares
outstanding ..... 39,483,960 39,312,080 38,880,069 38,664,063 38,664,063 37,158,211 37,107,536
Cash dividends
declared --
common shares ... $ 2,575 $ 1,176 $ -- $ 1,994 $ 3,147 $ -- $ --
<CAPTION>
MARCH 31, JUNE 30,
----------------------------------------------------------------------- --------------------------
1990 1991 1992 1993 1994 1993 1994
------------ ------------ ------------- ------------- ------------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total property,
plant, and
equipment,
net............ $ 975,675 $ 1,040,342 $ 987,095 $ 989,603 $ 1,174,236 $ 1,123,541 $ 1,224,674
Total assets. 1,725,660 1,822,977 1,979,324 2,024,023 2,344,442 2,169,040 2,411,381
Notes and
loans
payable........ 749,113 804,826 733,322 697,121 723,764 766,946 725,565
Stockholders'
equity......... 446,294 435,180 451,888 479,958 651,787 495,458 673,803
----------
<FN>
<F1> For the fiscal year ended March 31, 1994, and the quarter ended June 30, 1994, net earnings per common share
amounts were computed after giving effect to the dividend on the Company's Series A 8-1/2% Preferred Stock. See
"Description of Capital Stock -- Dividends."
<F2> See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Fiscal Year Ended March 31, 1994 versus Fiscal
Year Ended March 31, 1993 -- Extraordinary Loss on Extinguishment of
Debt."
<F3> See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Other."
</FN>
</TABLE>
<PAGE>
RISK FACTORS
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVES SUBSTANTIAL RISK.
THE FOLLOWING MATTERS, INCLUDING THOSE MENTIONED ELSEWHERE, SHOULD BE
CONSIDERED CAREFULLY BY A PROSPECTIVE INVESTOR IN EVALUATING A PURCHASE OF THE
SECURITIES.
EXISTING MANAGEMENT -- POTENTIAL CHANGE IN CONTROL
For the reasons set forth below, there can be no assurance that the
Company's current management or its current operating strategy will remain in
place. The Selling Stockholder opposes current management. See "Selling
Security Holder" for information about Selling Stockholder.
At the date of this Prospectus, members of a stockholder group (the "Inside
Stockholder Group"), which includes the Trust (the "ESOP Trust") under the
AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan (the
"ESOP"), Oxford (acting as a trustee), Selling Stockholder, certain members of
the Company's management, and certain other stockholders vote approximately,
47.6% of the Company's common stock pursuant to a stockholder agreement. The
ESOP Trust holds approximately 7.7% of the Company's voting stock.
Approximately 2.8% of the Company's outstanding voting stock is allocated to
participants' ESOP Trust accounts and voted by the ESOP Trustees in accordance
with the participants' direction ("pass-through voting). The ESOP Trust votes
approximately 4.9% of the Company's voting stock in its discretion as part of
the Inside Stockholder Group ("discretionary voting"). See "Risk Factors --
Existing Management -- Potential Change in Control -- Replacement of ESOP
Trustees." Oxford acts as trustee for various trusts that own approximately
4.2% of the Company's voting stock. At the completion of the offering of the
Securities, the Inside Stockholder Group will vote approximately 46.3% of the
Company's common stock. There exists a second stockholder group (the "Outside
Stockholder Group") controlling approximately 49.1% of the Company's common
stock that is currently opposed to existing Company management. See "Principal
Stockholders -- Outside Stockholder Group." The members of the Outside
Stockholder Group may be required to sell their shares to certain of the
Company's current and former directors pursuant to litigation described in
"Business -- Litigation."
Arbitration Proceedings. Selling Stockholder and Paul F. Shoen have claimed
that the Company has defaulted in its obligations to register their common
stock under separate Share Repurchase and Registration Rights Agreements. The
matter is the subject of an arbitration proceeding described in "Business --
Litigation." The arbitration panel concluded hearings in the matter on August
21, 1994 and is expected to render a decision on December 1, 1994. Selling
Stockholder and Paul F. Shoen claim that as a result of such alleged defaults
they have the right to give notice of termination of the Inside Stockholder
Group. The Company disagrees with those assertions. Selling Stockholder gave
such notice of termination on July 11, 1994. See "Principal Stockholders --
Inside Stockholder Group."
Annual Meeting of Stockholders. The current members of the Inside
Stockholder Group, excluding Selling Stockholder and Paul F. Shoen, control
approximately 33.0% of the Company's common stock. Edward J. Shoen, the
Company's Chairman and President, and Mark V. Shoen, Executive Vice President
of Product for U-Haul International, Inc., who have been instrumental in the
Company's performance since 1987, and Aubrey K. Johnson, one of three
independent directors and the only director without a current or past
employment history with the Company, are standing for re-election at the
Company's 1994 Annual Meeting of Stockholders. There is no assurance that
these individuals will be re-elected. Selling Stockholder and Paul F. Shoen
have nominated themselves in opposition to Edward J. Shoen and Mark V. Shoen.
The Outside Stockholder Group, controlling 49.1% of the voting stock, also has
competing candidates. As a result of the foregoing, if Selling Stockholder or
Paul F. Shoen is successful in leaving the Inside Stockholder Group, Edward J.
Shoen and Mark V. Shoen probably will not be re-elected. Accordingly, there
can be no assurance that the Company's current management or its current
operating strategy will remain in place. In addition, the entire Board of
Directors can be removed without cause by stockholders holding two-thirds of
the Company's voting stock. The Annual Meeting of Stockholders was scheduled
for July 21, 1994 but was enjoined, pursuant to litigation initiated by Paul
F. Shoen (the "Paul F. Shoen Litigation"), by the United States District Court
for the District of Nevada for a period of at least 45 days following the
appointment of three temporary neutral ESOP Trustees. The new trustees will
perform as trustees only with respect to pass-through voting and discretionary
voting of shares held by the ESOP Trust and only until the 1994 Annual Meeting
of Stockholders is held. As of the date of this Prospectus, the parties have
not stipulated to the appointment of replacement trustees and the Company has
joined with the ESOP Trustee in appealing the Court's decision to the Ninth
Circuit. See "Risk Factors -- Existing Management -- Potential Change in
Control -- Replacement of ESOP Trustee," "Business -- Litigation," and
"Principal Stockholders."
Replacement of ESOP Trustee. In the Paul F. Shoen Litigation, Paul F.
Shoen alleges, among other things, that the ESOP Trustee breached its
fiduciary duties by campaigning on behalf of incumbent management, by
refusing to forward his proxy statement to the ESOP participants, and by
violating certain of the Commission's Proxy Rules. Prior to October 6,
1994 three U-Haul officers, Edward J. Shoen, Gary B. Horton and Donald
W. Murney collectively served as the ESOP Trustee under the ESOP Trust.
On October 6, 1994, the United States District Court for the District of
Nevada issued a Memorandum and Order entering a preliminary injunction
in the Paul F. Shoen Litigation. In the order, the Court stated that it
found it overwhelmingly likely that Paul F. Shoen would prevail on the
merits of the case. The Court ordered that the current ESOP Trustee be
replaced with three neutral trustees and that certain actions be taken by the
new trustees regarding the voting of the common stock held by the ESOP. The
Court enjoined the Company's Annual Meeting of Stockholders for a period of at
least 45 days after the date three neutral trustees are appointed. The
Company has joined in motions filed by the ESOP Trustee to appeal the Court's
order to the Ninth Circuit. On October 24, 1994, the Court amended its
Memorandum and Order to provide that the new trustees shall act as trustees
only until the 1994 Annual Meeting of Stockholders is held and only with
respect to pass-through voting and discretionary voting of shares held by the
ESOP Trust. See "Business -- Litigation." The ESOP Trustee votes approximately
4.9% of the Company's common stock and all of the common stock allocated to
participants' accounts for which no direction is received as part of the
Inside Stockholder Group. See "Principal Stockholders -- Inside Stockholder
Group -- ESOP Trustees; Release of Shares from Stockholder Agreement." The
ESOP Trustee is only required to act as a member of the Inside Stockholder
Group if the other members of the Inside Stockholder Group provide the ESOP
Trustee with an opinion of counsel satisfactory to the ESOP Trustee that such
act shall not result in a violation of the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA") or the Internal Revenue Code
of 1986, as amended (the "IRC"). If the other members of the Inside
Stockholder Group are unable to furnish such an opinion, it is unclear whether
or not the ESOP Trustee could vote other than as part of the Inside
Stockholder Group. After the completion of the offering of the Securities
assuming the Underwriters do not exercise their over-allotment option, the
Inside Stockholder Group would control approximately 41.3% of the Company's
voting stock without counting shares held by the ESOP Trustee. See "Principal
Stockholders -- Inside Stockholder Group -- Voting of Shares."
Credit Agreements. Certain of the Company's credit agreements contain
provisions that could result in a required prepayment upon a "change in control"
of the Company. There can be no assurance that a change in control will not
occur if Selling Stockholder or Paul F. Shoen is successful in leaving the
Inside Stockholder Group. Approximately $509 million of the Company's
outstanding debt was covered by such credit agreements as of June 30, 1994. The
Company does not currently have available sources of financing to fund such
prepayments if they became payable in full. In addition, upon such a "change in
control," the Company might lose the ability to draw on approximately $375
million under unutilized lines of credit otherwise available at June 30, 1994.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- Credit Agreements."
SHAREHOLDER LITIGATION
As disclosed in "Business -- Litigation," certain current and former members
of the Company's Board of Directors are defendants in an action in the Superior
Court of the State of Arizona in and for the County of Maricopa initiated by
certain members of the Outside Stockholder Group in 1988. Based upon the
preliminary rulings by the Court and the fact that the plaintiffs alleged that
their stock is virtually worthless, the Company believes that the plaintiffs
elected that their remedy in the litigation would be the sale of their stock to
the defendants at a price determined by the Court based on the value of their
stock in 1988. On October 7, 1994, the jury determined that such value was
$81.12 per share or approximately $1.48 billion. The defendants have filed
post-trial motions to (i) request a new trial and/or (ii) reduce the amount of
consideration to be paid to the plaintiffs for their stock to not more than $394
million or to obtain judgment in favor of the defendants. Upon completion of
this litigation, including any appeals, and a final determination of the
purchase price to be paid to the plaintiffs, the Company believes that the
Outside Stockholder Group will cease to exist. The Company is unable to predict
the outcome of the post-trial motions and the likelihood of appeal by any party
or the consequences of any appeal.
However, based upon the advice of Snell & Wilmer, counsel to the defendants
other than Paul F. Shoen, the Company believes that even if the Court does not
render judgment in favor of the defendants or order a new trial, a substantial
reduction in the jury verdict is probable. The Company has agreed to indemnify
the defendants to the fullest extent permitted by law or the Company's Articles
of Incorporation or Bylaws, for all expenses and damages, if any, incurred by
the defendants in this proceeding, subject to certain exceptions. As of the date
of this Prospectus, the extent of the Company's indemnification obligations, if
any, cannot be reasonably estimated. The Company believes that there is a
substantial likelihood that if the jury verdict is substantially reduced, the
resulting amount to be paid to the plaintiffs for their shares will not exceed
the fair market value of the shares to be acquired by the defendants. In such
event, the defendants may choose to acquire the shares without making
indemnification claims against the Company. No provision has been made in the
Company's financial statements for any possible indemnification claims. If the
jury verdict in this case is significantly reduced, the Company believes that it
can satisfy its indemnification obligations, if any. Before the Company will
have any indemnification obligations, a final judgment must be entered against
the defendants, the defendants must request indemnification from the Company,
and a determination must be made under Nevada law as to the validity of the
indemnification claims. If valid indemnification claims are made, the Company
believes that it has various means of financing any such indemnification
obligations consistent with its existing credit agreements. In the alternative,
the Company may seek the waiver or amendment of certain of the provisions of one
or more of its credit agreements when the indemnification obligations are
determined. The Company believes, but no assurance can be given, that it can
obtain any necessary waivers or amendments. If the jury verdict is significantly
reduced, the Company does not believe that there would be a material adverse
effect on its earnings, financial position, or cash flows. If the jury verdict
is not significantly reduced and any resulting judgment is not stayed by appeal
or other proceedings, the Company may be unable to satisfy its indemnification
obligations if valid indemnification claims are made. There can be no assurance
that the jury verdict will be significantly reduced. See "Business --
Litigation."
DEPENDENCE UPON KEY PERSONNEL
The success and growth of the Company since 1987 has been dependent upon the
performance of its senior management team, the loss of whose services could have
an adverse effect on the Company. There is no assurance that the senior
management will remain employed by the Company. The Company has not entered
into employment contracts with anyone on the senior management team and has
not granted restricted stock or stock option awards to any employee pursuant
to the Company's Stock Option and Incentive Plan. However, Edward J., Mark V.,
and James P. Shoen are members of the Company's senior management and have
substantial common stock holdings in the Company. See "Risk Factors --
Existing Management -- Potential Change in Control" and "Principal
Stockholders."
NO PRIOR PUBLIC MARKET OR PRICE FOR COMMON STOCK
Prior to the initial offering of Securities under this Prospectus, there has
been no public market for the Company's common stock. Although the Company has
applied to have the Securities offered hereby approved for quotation on the
Nasdaq National Market, there can be no assurance that an active trading market
will develop or be maintained following such offering. Because no public market
for the common stock has existed prior to this offering, the public offering
price for the Securities offered hereby will be determined by negotiation
between Selling Stockholder and the Underwriters. For information relating to
the factors to be considered in determining the offering price, see
"Underwriting." For additional information relating to recent sales of Common
Stock by Selling Stockholder, see "Selling Security Holder."
OTHER SHARES OF COMMON STOCK -- MARKET OVERHANG
In addition to the Securities, the Company has 38,164,063 other shares of
common stock outstanding. Those shares could potentially be sold by the holders
thereof, which could adversely affect the market price of the Securities.
However, the Company's Bylaws provide for a right of first refusal in favor of
the Company with respect to all of the common stock, except for the Securities
offered hereby and the common stock held by the ESOP Trust, which has been
released from the right of first refusal. In addition, the Company is
contractually obligated to lift the right of first refusal on all shares of
common stock held by Selling Stockholder and Paul F. Shoen, assuming that such
shares are sold in accordance with the limitations of Rule 144. Generally, under
Rule 144, each of Selling Stockholder and Paul F. Shoen would be allowed to sell
up to at least approximately 380,000 shares of common stock during any three
month period.
If holders of common stock subject to the right of first refusal wish to
sell any of their shares, they are required to offer such shares to the Company
by sending a notice to the Secretary of the Company, designating the terms of
any proposed sale. The Company then can accept the offer stated in the notice or
permit the stockholder to dispose of all or part of such shares. There is no
assurance that the right of first refusal will be exercised by the Company with
respect to any sale of common stock or that the Bylaws will continue to provide
for a right of first refusal. In addition, the Company has received a
stockholder proposal requiring the approval of stockholders holding two-thirds
of the Company's voting stock to be acted upon at the Company's Annual Meeting
of Stockholders to eliminate the right of first refusal from the Company's
Bylaws, and the Selling Stockholder and Paul F. Shoen are asserting in
arbitration proceedings described in "Business -- Litigation" that the Company
has an obligation to remove the right of first refusal. See "Principal
Stockholders -- Inside Stockholder Group -- Registration Rights; Release of
Shares from Stockholder Agreement." On September 1, 1994, Paul F. Shoen demanded
registration of 500,000 of his shares pursuant to a Share Repurchase and
Registration Rights Agreement. Subject to certain limitations, the Company is
required to effect registration of those shares on or before March 1, 1995.
ENVIRONMENTAL MATTERS
The Company owns properties that contained approximately 1,500 underground
storage tanks as of June 30, 1994 and has been named a "potentially responsible
party" with respect to the disposal of hazardous wastes at fifteen federal or
state superfund sites. See "Business -- Environmental Matters."
QUARTERLY FLUCTUATIONS -- SEASONALITY
The Company's results of operations have historically fluctuated from period
to period, including on a quarterly basis. In particular, the Company's U-Haul
business is seasonal and a majority of the Company's revenues and substantially
all of its net earnings from its U-Haul business are generated in the first and
second quarters of each fiscal year (April through September). In addition, the
Company's results of operations have in the past and will continue to be
affected by a wide variety of factors, including events that are beyond the
control of the Company. For example, the results of operations of RWIC in fiscal
1992 and 1993 were adversely affected due to losses related to Hurricane Andrew.
Results of operations in any period should not be considered indicative of the
results to be expected for any future periods, and fluctuations in operating
results may also result in fluctuations in the price of the Company's common
stock. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
REGULATED INDUSTRIES
The Company's insurance operations are subject to regulation. See
"Business -- Insurance Operations -- Regulation."
ABILITY TO ISSUE SERIAL COMMON STOCK AND PREFERRED STOCK
The Board of Directors has the authority to issue up to 50,000,000 shares of
preferred stock and up to 150,000,000 shares of serial common stock and to fix
the rights, preferences, privileges, and restrictions, including voting rights,
of those shares without any further vote or action by the stockholders. The
rights of the holders of the Securities will be subject to, and may be adversely
affected by, the rights of the holders of any serial common stock and preferred
stock that may be issued in the future. The issuance of serial common stock and
preferred stock, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company, thereby delaying, deferring, or preventing a change in
control of the Company. Furthermore, holders of such serial common stock or
preferred stock may have other rights, including economic rights senior to the
Securities, and, as a result, the issuance thereof could have a material adverse
effect on the market value of the Securities. The Company has in the past
issued, and may from time to time in the future issue, preferred stock for
financing purposes with rights, preferences, or privileges senior to the
Securities offered hereby. Although, as of the date of this Prospectus, the
Company's Board of Directors has no present intention to issue shares of either
serial common stock or preferred stock with rights, preferences, or privileges
senior to the Securities or to modify the rights, preferences, or privileges of
currently outstanding common stock or preferred stock, no assurance can be given
as to the Company's future plans in this regard. See "Description of Capital
Stock."
THE COMPANY
The following chart represents the corporate structure of the major
operating subsidiaries of the Company.
[A chart showing the corporate structure of the Company and its major
subsidiaries. The chart shows the Company on top, above its three principal
subsidiaries; Ponderosa Holdings, Inc., U-Haul International, Inc., and
Amerco Real Estate Company situated horizontally beside one another. Directly
below Ponderosa Holdings, Inc. are its subsidiaries, Oxford Life Insurance
Company and Republic Western Insurance Company, situated horizontally beside
one another.]
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company at June 30, 1994:
June 30, 1994
-------------
(in thousands)
Long-term debt, less current maturities..................... $ 648,910
Stockholders' equity:
Serial preferred stock with or without
par value, 50,000,000 shares
authorized; 6,100,000 shares
issued without par value and outstanding.................. --
Serial common stock, with or without par
value, 150,000,000 shares authorized...................... --
Series A Common Stock of $.25 par value,
authorized 10,000,000 shares,
issued 5,754,334 shares (1)............................... 1,438
Common Stock of $.25 par value, authorized
150,000,000 shares, issued 34,245,666 shares (1).......... 8,562
Additional paid-in capital.................................. 165,651
Foreign currency translation................................ (11,461)
Retained earnings........................................... 540,325
Less:
Cost of common shares in treasury, 1,335,937 shares....... 10,461
Loan to leveraged employee stock ownership plan........... 20,251
-------------
Total stockholders' equity:............................. $ 673,803
=============
- ----------
(1) On August 24, 1994, the Company issued 3,483,681 shares of Series A Common
Stock to Edward J. Shoen, Chairman of the Board and President of the
Company, in exchange for 3,483,681 shares of Common Stock, $.25 par value.
Giving effect to this transaction, the number of outstanding shares of
Series A Common Stock is 9,238,015, and the number of outstanding shares
of Common Stock, $.25 par value, is 29,426,048. See "Certain Transactions."
STOCKHOLDER MATTERS
As of August 31, 1994, there were 157 holders of record of the Company's
Common Stock and three holders of record of the Company's Series A Common Stock.
No established public trading market exists for the purchase and sale of the
Company's common stock, and to the best knowledge and belief of the Company
there is no one engaged in making a market for the Company's common stock.
Cash dividends declared on the Company's common stock for the two most
recent fiscal years are as follows:
RECORD DATE CASH DIVIDEND PER COMMON SHARE
----------------------- ----------------------------------
August 4, 1992 $ .0258
October 6, 1992 $ .0258
August 3, 1993 $ .0814
The Company does not have a dividend policy with respect to the common
stock. The Company's Board of Directors periodically considers the advisability
of declaring and paying dividends in light of the existing circumstances. The
above dividends on common stock are not indicative of future dividends on common
stock. As of the date of this Prospectus no dividends on common stock are
currently declared and unpaid and there can be no assurance that dividends on
common stock will be declared in the future. The holders of the Series A 8-1/2%
Preferred Stock are entitled to receive cumulative dividends prior to and in
preference to the holders of common stock at a fixed annual rate. See Note 5 of
Notes to Consolidated Financial Statements for a discussion of certain
contractual restrictions on the Company's ability to pay dividends. See Note 19
of Notes to Consolidated Financial Statements for a discussion of certain
statutory restrictions on Ponderosa's ability to pay dividends to the Company.
See Note 15 of Notes to Consolidated Financial Statements for a discussion of
the Company's non-cash dividends. See Note 6 of Notes to Consolidated Financial
Statements for a discussion of changes to common shares outstanding and per
share amounts.
SELECTED CONSOLIDATED FINANCIAL DATA
The following summary financial information was derived from and is
qualified by reference to the financial statements and other information and
data contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1994, and the Company's unaudited Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, which are incorporated by reference. Oxford
and RWIC have been consolidated on the basis of fiscal years ended December 31.
To give effect to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," the Company has restated its financial statements
to April 1, 1988. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Other." The summaries for the quarters
ended June 30, 1993 and 1994 are unaudited; however, in the opinion of
management, all adjustments necessary for a fair presentation of such financial
information have been included. The results of operations for the quarter ended
June 30, 1994 may not be indicative of the results to be expected for fiscal
1995 because the Company's U-Haul business is seasonal, with a majority of its
revenue and substantially all of its net earnings being generated in the first
and second quarters of each fiscal year.
<TABLE>
<CAPTION>
For the Quarters
For the Fiscal Years Ended March 31, Ended June 30,
-------------------------------------------------------------------- --------------------------
1990 1991 1992 1993 1994 1993 1994
------------ ------------ ------------ ------------ ------------ ------------ ------------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF
OPERATIONS DATA:
Rental, net
sales, and
other
revenues ........ $ 830,998 $ 860,044 $ 845,128 $ 901,446 $ 972,704 $ 255,684 $ 281,509
Premiums and
net
investment
income .......... 119,641 126,620 126,756 139,465 162,151 35,664 42,069
------------ ------------ ------------ ------------ ------------ ------------ ------------
950,639 986,664 971,884 1,040,911 1,134,855 291,348 323,578
------------ ------------ ------------ ------------ ------------ ------------ ------------
Operating
expenses and
cost of sales.... 627,396 668,149 661,229 697,700 735,841 188,138 194,336
Benefits, losses,
and amortization
of deferred
acquisition
costs............ 121,602 126,626 99,091 115,969 130,168 26,094 29,496
Depreciation....... 105,437 114,589 109,641 110,105 133,485 30,140 37,282
Interest expense... 74,657 80,815 76,189 67,958 68,859 17,338 16,638
------------ ------------ ------------ ------------ ------------ ------------ ------------
929,092 990,179 946,150 991,732 1,068,353 261,710 277,752
------------ ------------ ------------ ------------ ------------ ------------ ------------
Pretax earnings
(loss) from
operations....... 21,547 (3,515) 25,734 49,179 66,502 29,638 45,826
Income tax
expense.......... (3,516) (6,354) (4,940) (17,270) (19,853) (8,775) (16,413)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Earnings (loss)
before
cumulative
effect of
change in
accounting
principle and
extraordinary
item............. 18,031 (9,869) 20,794 31,909 46,649 20,863 29,413
Extraordinary
loss on early
extinguishment
of debt, net<F2>. -- -- -- -- (3,370) -- --
Cumulative effect of
change in
accounting
principle,
net<F3>.......... -- -- -- -- (3,095) (3,504) --
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net earnings
(loss)........... $ 18,031 $ (9,869) $ 20,794 $ 31,909 $ 40,184 $ 17,359 $ 29,413
============ ============ ============ ============ ============ ============ ============
Earnings (loss)
from operations
before
extraordinary
loss on early
extinguishment
of debt and
cumulative effect
of change in
accounting
principle per
common share..... $ .46 $ (.25) $ .53 $ .83 $ 1.06 $ .56 $ .71
Net earnings
(loss) per
common share
<F1>............. .46 (.25) .53 .83 .89 .47 .71
Weighted average
common shares
outstanding...... 39,483,960 39,312,080 38,880,069 38,664,063 38,664,063 37,158,211 37,107,536
Cash dividends
declared --
common shares.... $ 2,575 $ 1,176 $ -- $ 1,994 $ 3,147 $ -- $ --
MARCH 31, JUNE 30,
-------------------------------------------------------------------- --------------------------
1990 1991 1992 1993 1994 1993 1994
------------ ------------ ------------ ------------ ------------ ------------ ------------
(IN THOUSANDS)
BALANCE
SHEET DATA:
Total property,
plant, and
equipment, net... $ 975,675 $ 1,040,342 $ 987,095 $ 989,603 $ 1,174,236 $ 1,123,541 $ 1,224,674
Total assets....... 1,725,660 1,822,977 1,979,324 2,024,023 2,344,442 2,169,040 2,411,381
Notes and
loans payable.... 749,113 804,826 733,322 697,121 723,764 766,946 725,565
Stockholders'
equity........... 446,294 435,180 451,888 479,958 651,787 495,458 673,803
- ----------
<FN>
<F1> For the fiscal year ended March 31, 1994, and the quarter ended June 30, 1994, net earnings per common share
amounts were computed after giving effect to the dividend on the Company's Series A 8-1/2% Preferred Stock.
See "Description of Capital Stock -- Dividends."
<F2> See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Fiscal Year Ended March 21, 1994 versus Fiscal
Year Ended March 31, 1993 -- Extraordinary Loss on Extinguishment of
Debt."
<F3> See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Other."
</FN>
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
For financial statement preparation, the Company's insurance subsidiaries
report on a calendar year basis, while the Company reports on a fiscal year
basis ending March 31. Accordingly, with respect to the Company's insurance
subsidiaries, any reference to the years 1994, 1993, 1992, and 1991 corresponds
to the Company's fiscal years 1995, 1994, 1993, and 1992, respectively. There
have been no events as to such subsidiaries between January 1 and March 31 of
each of 1994, 1993, and 1992 that would materially affect the Company's
consolidated financial position or results of operations as of and for the
fiscal years ended March 31, 1994, 1993, and 1992, respectively.
The following discussion should be read in conjunction with Notes 1, 19, and
20 of the Notes to Consolidated Financial Statements, which discuss the
principles of consolidation, condensed consolidated financial information, and
industry segment and geographic data, respectively. In consolidation, all
intersegment premiums are eliminated, and the benefits, losses, and expenses are
retained by the insurance companies.
RESULTS OF OPERATIONS (UNAUDITED)
Quarters Ended June 30, 1994 and 1993
The following table shows industry segment data from the Company's three
industry segments, rental operations, life insurance, and property and casualty
insurance, for the quarters ended June 30, 1994 and 1993. Rental operations is
composed of the operations of U-Haul and AREC. Life insurance is composed of the
operations of Oxford. Property and casualty insurance is composed of the
operations of RWIC.
<TABLE>
<CAPTION>
Property/ Adjustments
Rental Life Casualty and
Operations Insurance Insurance Eliminations Consolidated
----------- --------- --------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
QUARTER ENDED JUNE 30, 1994 Revenues:
Outside......................... $ 280,389 $ 8,112 $ 35,077 $ -- $ 323,578
Intersegment.................... -- 372 2,627 (2,999) --
----------- --------- --------- ---------- -----------
Total Revenue................. $ 280,389 $ 8,484 $ 37,704 $ (2,999) $ 323,578
=========== ========= ========= ========== ===========
Operating profit.................. $ 53,588 $ 1,875 $ 7,001 $ -- $ 62,464
=========== ========= ========= ========== ===========
Interest expense.................. 16,638
-----------
Pretax earnings from operations... $ 45,826
===========
Identifiable Assets at June 30.... $ 1,659,617 $ 461,407 $ 565,496 $ (275,139) $ 2,411,381
=========== ========= ========= ========== ===========
QUARTER ENDED JUNE 30, 1993 Revenues:
Outside......................... $ 254,099 $ 7,523 $ 29,726 $ -- $ 291,348
Intersegment.................... -- (114) 2,564 (2,450) --
----------- --------- --------- ---------- -----------
Total Revenue................. $ 254,099 $ 7,409 $ 32,290 $ (2,450) $ 291,348
=========== ========= ========== ========== ===========
Operating profit.................. $ 39,054 $ 2,550 $ 5,372 $ -- $ 46,976
=========== ========= ========== ========== ===========
Interest expense.................. 17,338
-----------
Pretax earnings from operations... $ 29,638
===========
Identifiable Assets at June 30.... $ 1,528,430 $ 453,628 $ 441,882 $ (254,900) $ 2,169,040
=========== ========= ========== ========== ===========
</TABLE>
RESULTS OF OPERATIONS
Years Ended March 31, 1994, 1993, and 1992
The following table shows industry segment data from the Company's three
industry segments, rental operations, life insurance, and property and casualty
insurance, for the fiscal years ended March 31, 1994, 1993, and 1992. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC.
<TABLE>
<CAPTION>
Property/ Adjustments
Rental Life Casualty and
Operations Insurance Insurance Eliminations Consolidated
----------- --------- --------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
1994
Revenues:
Outside.......................... $ 965,839 $ 31,357 $ 137,659 $ -- $ 1,134,855
Intersegment..................... (357) 2,834 18,862 (21,339) --
----------- --------- --------- ---------- -----------
Total Revenue.................. $ 965,482 $ 34,191 $ 156,521 $ (21,339) $ 1,134,855
=========== ========= ========= ========== ===========
Operating profit................... $ 106,248 $ 9,106 $ 20,705 $ (698) $ 135,361
=========== ========= ========= ========== ===========
Interest expense................... 68,859
-----------
Pretax earnings from operations.... $ 66,502
==========
Identifiable assets................ $ 1,593,044 $ 461,464 $ 550,795 $ (260,861) $ 2,344,442
=========== ========= ========= ========== ===========
1993
Revenues:
Outside.......................... $ 891,599 $ 33,619 $ 115,693 $ -- $ 1,040,911
Intersegment..................... -- 2,630 18,402 (21,032) --
----------- --------- --------- ---------- -----------
Total Revenue.................. $ 891,599 $ 36,249 $ 134,095 $ (21,032) $ 1,040,911
=========== ========= ========= ========== ===========
Operating profit................... $ 88,581 $ 12,325 $ 16,231 $ -- $ 117,137
=========== ========= ========= ========== ===========
Interest expense................... 67,958
-----------
Pretax earnings from operations.... $ 49,179
===========
Identifiable assets................ $ 1,377,386 $ 472,669 $ 422,079 $ (248,111) $ 2,024,023
=========== ========= ========== ========== ===========
1992
Revenues:
Outside.......................... $ 844,492 $ 31,391 $ 96,001 $ -- $ 971,884
Intersegment..................... -- 1,158 21,991 (23,149) --
----------- --------- --------- ---------- -----------
Total Revenue.................. $ 844,492 $ 32,549 $ 117,992 $ (23,149) $ 971,884
=========== ========= ========= ========== ===========
Operating profit................... $ 69,628 $ 11,056 $ 21,239 $ -- $ 101,923
=========== ========= ========= ========== ===========
Interest expense................... 76,189
----------- --------- --------- ---------- -----------
Pretax earnings from operations.... $ 25,734
=========== ========= ========= ========== ===========
Identifiable assets................ $ 1,354,758 $ 457,324 $ 402,190 $ (234,948) $ 1,979,324
=========== ========= ========= ========== ===========
</TABLE>
QUARTER ENDED JUNE 30, 1994 VERSUS QUARTER ENDED JUNE 30, 1993
U-Haul Operations
U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $22.6 million, approximately
11.0%, to $229.1 million in the first quarter of fiscal 1995. The increase in
fiscal 1995 is primarily attributable to a $23.4 million increase in net
revenues from the rental of moving related equipment, which benefited from
transactional (volume) growth reflecting higher utilization and rental fleet
expansion. Revenues from the rental of self-storage facilities increased by
$2.1 million to $18.8 million in fiscal 1995, an increase of approximately
12.6%. Storage revenues were positively impacted by additional rentable square
footage, higher average occupancy levels, and higher average rental rates.
Net sales were $51.3 million in the first quarter of fiscal 1995, which
represented an increase of approximately 7.8% from fiscal 1994 net sales of
$47.6 million. Revenue growth from the sale of hitches, moving support items
(i.e., boxes, etc.), and propane resulted in a $4.2 million increase during the
quarter, which was offset by a $.4 million decrease in gasoline sales.
Cost of sales was $27.6 million in the first quarter of fiscal 1995, which
represented a decrease of approximately 5.8% from $29.3 million in fiscal 1994.
The reduction in fiscal 1994 reflects a combination of the absence of
recreational vehicle part sales, reduced levels of outside repair and a
reduction in inventory adjustments which fully offset increased material costs
corresponding to the increase in hitch, moving support and propane sales.
Operating expenses increased to $162.0 million in the first quarter of
fiscal 1995 from $155.6 million in the first quarter of fiscal 1994, an increase
of approximately 4.1%. The change from the prior year primarily reflects higher
rental equipment maintenance costs. Efforts to reduce downtime, an increase in
fleet size and higher transaction levels are primarily responsible for the
increase. Lease expense declined by $12.5 million to $15.2 million reflecting
lease terminations, lease restructuring, and lower finance costs on new leases
originated during the past 15 months. All other operating expense categories
increased in the aggregate by $8.9 million to $96.3 million.
Depreciation expense for the three month period was $37.3 million, as
compared to $30.1 million in the same period of the prior year, reflecting an
increase in fleet size, the acquisition of trucks that were previously leased
and real property acquisitions.
Oxford Life Insurance Company
Premiums from Oxford's reinsurance lines before intercompany eliminations
were $3.8 million for the quarter ended March 31, 1994, an increase of $.5
million, approximately 15.2% over 1993 and accounted for 89.5% of Oxford's
premiums in 1994. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.
Premiums from Oxford's direct lines before intercompany eliminations were
$.4 million in 1994, an increase of $.5 million from 1993. Oxford's direct lines
are principally related to the underwriting of group life and disability income.
Insurance on the lives of the employees of AMERCO and its subsidiary companies
accounted for approximately 10.4% of Oxford's premiums in 1994. Unaffiliated
direct lines accounted for approximately .1% of Oxford's premiums in 1994.
Net investment income before intercompany eliminations was $3.6 million and
$3.4 million for the period ended March 31, 1994 and 1993, respectively. Gains
on the disposition of fixed maturity investments were $.2 million and $.3
million. Oxford had $.5 million of other income for both quarters ended March
31, 1994 and 1993.
Benefits and expenses incurred were $6.6 million for the quarter ended March
31, 1994, an increase of 34.7% over 1993. Comparable benefits and expenses
incurred for 1993 were $4.9 million. This increase is primarily due to the
increase in reserve caused by the increase in annuitizations discussed above and
an increase in the amortization of deferred acquisition costs.
Operating profit after intercompany eliminations decreased by $.6 million,
or approximately 24%, in 1994 to $1.9 million, primarily due to an increase in
the amortization of deferred acquisition costs.
RWIC -- Property and Casualty
RWIC gross premium writings continued to grow in the first quarter of 1994
to $47.7 million, compared to $34.1 million in 1993, an increase of
approximately 39.9%. The rental industry market accounted for a significant
share of these premiums, approximately 19.7% and 22.6% in 1994 and 1993,
respectively. These writings include U-Haul customers, fleetowners and U-Haul,
as well as other rental industry insureds with similar characteristics. RWIC
continues underwriting reinsurance via broker markets, and premiums in this area
increased to $29.1 million or 61.0% of the total premium in fiscal 1994 from
$10.8 million or 31.6% of the total premium in fiscal 1993.
Net earned premiums increased $6.5 million, approximately 27%, to $30.1
million for the first quarter of fiscal 1994. This compares with net earned
premiums of $23.6 million for fiscal 1993. The premium increase was primarily
due to increased writings in the reinsurance area.
Underwriting expenses incurred were $30.7 million for the first quarter of
1994, an increase of $3.8 million, approximately 14.1% over fiscal 1993.
Comparable underwriting expenses incurred for 1993 were $26.9 million. Higher
underwriting expenses are due to larger premium volumes being written in 1994,
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net earned premiums decreased from 1.14 in the first
quarter of 1993 to 1.02 in the first quarter of 1994. This improvement is
primarily attributable to improved loss experience combined with continued rate
strength in the Company's assumed reinsurance area. Also contributing to the
improvement was better than expected loss ratios on the Company's general agency
lines.
Net investment income was $6.9 million for the first quarter of fiscal 1994,
a decrease of approximately 10.4%, as compared to 1993 net investment income of
$7.7 million. The decrease is attributable to a combination of funds invested at
lower rates and maturities and calls on bonds during 1993.
RWIC completed the first quarter of 1994 with net after tax income of $4.9
million, as compared to $4.3 million for the comparable period ended March 1993.
This represents an increase of $.6 million, or 14.0% over first quarter 1993.
The increase is due to better underwriting results.
Interest Expense
Interest expense declined by $.7 million to $16.6 million for the quarter
ended June 30, 1994, as compared to $17.3 million for the quarter ended June 30,
1993. This decrease primarily reflects a reduction in the costs of funds.
Consolidated Group
As a result of the foregoing, pretax earnings of $45.8 million were realized
in the three months ended June 30, 1994, as compared to $29.6 million for the
same period in 1993. After providing for income taxes and cumulative effect of
change in accounting principle, net earnings for the three months ended June 30,
1994 were $29.4 million, as compared to $17.4 million for the same period of the
prior year.
FISCAL YEAR ENDED MARCH 31, 1994 VERSUS FISCAL YEAR ENDED MARCH 31, 1993
U-Haul Operations
U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $63.3 million, approximately
8.5%, to $809.4 million in fiscal 1994. The increase from fiscal 1993 is
primarily attributable to a $52.2 million increase in net revenues from the
rental of moving related equipment, which benefited from transactional growth
reflecting higher utilization and rental fleet expansion. Revenues from the
rental of self-storage facilities increased by $6.6 million to $70.5 million in
fiscal 1994, an increase of approximately 10.3%. Storage revenues were
positively impacted by additional rentable square footage, higher average
occupancy levels, and higher average rental rates. All other revenue categories
increased in the aggregate by $8.7 million during the current year, which
primarily reflects increases in gains on note sales of approximately $5.0
million and interest income.
Net Sales were $156.0 million in fiscal 1994, which represented an increase
of approximately 7.2% from fiscal 1993 net sales of $145.5 million. Revenue
growth from the sale of hitches, moving support items (i.e. boxes, etc.), and
propane net sales increased $10.7 million during fiscal 1994.
Cost of sales was $92.2 million in fiscal 1994, which represented a decrease
of approximately 1.0% from fiscal 1993. The reduction in fiscal 1994 reflects a
combination of the absence of recreational vehicle sales, reduced levels of
outside repair and a reduction in inventory adjustments which fully offset
increased material costs corresponding to the increase in hitch, moving support
and propane sales.
Operating expenses increased to $633.6 million in fiscal 1994 from $599.8
million in fiscal 1993, an increase of approximately 5.6%. The change from the
prior year reflects increases in almost all major expense categories with the
exception of lease expense for equipment. Rental equipment maintenance costs
increased by $27.4 million reflecting fleet expansion, higher utilization, a
marginal increase in the age of the fleet and increased emphasis on maximizing
rental equipment available to rent by reducing downtime. Lease expense for
equipment declined from $117.6 million in fiscal 1993 to $82.9 million in fiscal
1994, a decrease of approximately 29.5%, reflecting lease terminations, lease
restructuring and lower finance costs on new leases originated during fiscal
1994. All other operating expense categories increased in the aggregate by $41.1
million, approximately 12.4%, to $373.0 million which is primarily attributable
to higher levels of rental and sales activity.
Depreciation expense during fiscal 1994 was $133.5 million as compared to
$110.1 million in the prior year, reflecting the addition of new trucks and
trailers and the acquisition of trucks that were previously leased.
Oxford -- Life Insurance
Premiums from Oxford's reinsurance lines before intercompany eliminations
were $15.8 million for the year ended December 31, 1993, an increase of $0.9
million, approximately 6.0% over 1992 and accounted for 88.7% of Oxford's
premiums in 1993. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities.
Premiums from Oxford's direct lines before intercompany eliminations were
$2.0 million in 1993, a decrease of $1.0 million (33%) from the prior year. The
decrease is primarily attributable to an experience refund incurred on the
Company's group life insurance business. Oxford's direct lines are principally
related to the underwriting of group life and disability income. Insurance on
the lives of the employees of AMERCO and its subsidiary companies accounted for
approximately 6.3% of Oxford's premiums in 1993. Unaffiliated direct lines
accounted for approximately 5.0% of Oxford's premiums in 1993.
Net investment income before intercompany eliminations was $12.6 million and
$11.5 million for the years ended December 31, 1993 and 1992, respectively. The
increase was primarily due to a decrease in interest credited to policyholders
because of the increase in annuitizations. Gains on the disposition of fixed
maturity investments were $2.1 million and $4.7 million for the years ended
December 31, 1993 and 1992, respectively. Oxford had $1.8 million and $2.2
million of other income, for 1993 and 1992, respectively.
Benefits and expenses incurred were $24.4 million for the year ended
December 31, 1993, an increase of 5.2% over 1992. Comparable benefits and
expenses incurred for 1992 were $23.2 million. This increase is primarily due to
the increase in annuitizations discussed above.
Operating profit after intercompany eliminations decreased by $3.4 million,
approximately 27.6%, in 1993 to $8.9 million, primarily due to the decrease in
gains on fixed maturity investments.
RWIC -- Property and Casualty
RWIC gross premium writings for the year ended December 31, 1993 were $175.1
million, compared to $155.2 million in 1992, an increase of approximately 12.8%
The rental industry market accounted for a significant share of these premiums,
approximately 37% and 40% in 1993 and 1992, respectively. These writings include
U-Haul customers, fleetowners and U-Haul as well as other rental industry
insureds with similar characteristics. Selected general agency lines,
principally commercial multiple peril, surety and excess workers' compensation
and casualty accounted for 8.1%, 3.2% and 5.4% respectively, of gross premium
writings in 1993, compared to approximately 15.4%, 2.8% and 11.9% respectively
in 1992. RWIC also underwrites reinsurance via broker markets, and premiums in
this area increased from $47.1 million in 1992 to $59.5 million in 1993 due to
favorable market conditions.
Net earned premiums increased $24.3 million, approximately 24%, to $125.4
million for the year ended December 31, 1993. This compares with net earned
premiums of $101.1 million for the year ended December 31, 1992. The premium
increase was primarily due to increased writings in the reinsurance area, along
with growth in the excess workers' compensation line of RWIC's general agency
business. These planned increases are due to strong rates and reduced capacity
in the reinsurance market and increased marketing emphasis on the long
standing presence in the excess workers compensation market.
Underwriting expenses incurred were $135.6 million for the year ended
December 31, 1993, an increase of $17.8 million, approximately 15.1% over 1992.
Comparable underwriting expenses incurred for 1992 were $117.8 million.
Higher underwriting expenses are due to larger premium volumes being written
in 1993 which increased acquisition costs and commensurate reserves. The
ratio of underwriting expenses to net premiums improved from 1.17 in 1992 to
1.08 in 1993. This improvement was primarily attributable to improved loss
experience in the Company's assumed reinsurance area including the lack of
catastrophic losses such as those related to Hurricane Andrew in 1992, as well
as the previously mentioned strength in rates.
Net investment income was $27.4 million in 1993, a decrease of approximately
6.5%, as compared to 1992 net investment income of $29.3 million. This
decrease is due primarily to lower rates available in the high quality fixed
income market. RWIC's net realized gain on the sale of investments was $2.1
million and $0.7 million in 1993 and 1992, respectively, while other income
totaled $1.4 million and $2.9 million.
RWIC completed 1993 with net after tax income of $14.8 million as compared
to $11.8 million for the comparable period ended December 1992. This
represents an increase of $3.0 million, or 25.4% over 1992. The increase is
due to a combination of better underwriting results and unplanned gains on
bond calls. Net income at December 31, 1992 of $11.8 million includes the
effect of adopting SFAS 109 (Accounting for Income Taxes), previously reported
December 31, 1992 net income was $12.8 million.
Interest Expense
Interest expense was $68.8 million in fiscal 1994, as compared to $68.0
million in fiscal 1993. The increase reflects higher average levels of debt
outstanding (see "Liquidity and Capital Resources"), a higher proportion of
fixed rate debt, and a lengthening of maturities offset by lower cost of funds.
Extraordinary Loss on Extinguishment of Debt
During the first and third quarters of fiscal 1994, the Company extinguished
$25.2 million of its medium-term notes originally due in fiscal 1995 through
2000. The weighted average rate of the notes purchased is 9.34%. The purchase
resulted in an extraordinary charge of $1,897,000 net of $1,021,000 of tax
benefit.
During the fourth quarter of fiscal 1994, the Company terminated swaps with
a notional value of $77 million originally due in fiscal 1995. The terminations
resulted in an extraordinary charge of $1,473,000 net of $793,000 of tax
benefit.
FISCAL YEAR ENDED MARCH 31, 1993 VERSUS FISCAL YEAR ENDED MARCH 31, 1992
U-Haul Operations
U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $57.6 million, approximately
8.4%, to $746.1 million in fiscal 1993. The increase from fiscal 1992 is
primarily attributable to a $54.7 million increase in net revenues from the
rental of moving related equipment, which rose to $684.1 million, as compared to
$629.4 million, in fiscal 1992. Improved utilization within the truck rental
fleet accounted for the majority of the revenue growth, with one-way rental
transactions increasing by 6.1% and local rental transactions increasing by
16.5%. Also contributing to the increased revenues was an increase in the number
of available rental trailers and trucks. Revenues from the rental of
self-storage facilities increased $5.3 million to $63.9 million in fiscal 1993,
an increase of approximately 9.2%. Storage revenues were positively impacted by
additional rentable square footage, higher average occupancy levels, and higher
average rental rates. The increases in revenues from the rental of
moving-related equipment and self-storage facilities were partially offset by an
aggregate decrease of $2.4 million in general rental item revenues, gains on the
sale of property, plant, and equipment, and other miscellaneous revenues.
Net sales were $145.5 million in fiscal 1993, which represented a decrease
of approximately 6.7% from fiscal 1992 net sales of $156.0 million. Moderate
revenue growth from the sale of hitches, moving support items (i.e. boxes,
etc.), and propane was offset by reduced sales of recreational vehicles due to
the liquidation of inventory as well as a reduction in outside repair income due
to a reduction in rental trucks owned by a third party, which were previously
under a managed equipment agreement.
Cost of sales was $93.1 million in fiscal 1993, which represented a decrease
of approximately 9.5% from fiscal 1992. The reduction in fiscal 1993 reflects
reductions in recreational vehicle sales and outside repair income.
Operating expenses increased to $599.8 million in fiscal 1993 from $562.3
million in fiscal 1992, an increase of approximately 6.7%. The change from the
prior year primarily reflects increased rental equipment maintenance costs and
higher personnel costs. The higher maintenance costs reflect a slight increase
in the age of the truck fleet due to no new units being added in fiscal 1992 and
a relatively small number of new units being added in fiscal 1993. Also
contributing to higher maintenance costs were U-Haul's repurchase of rental
trucks owned by a third party, which were previously under a managed equipment
agreement, and higher utilization. Lease expense for the fleet replacement cycle
initiated in 1987 peaked in fiscal 1992 at $121.9 million and subsequently
declined to $117.6 million in fiscal 1993, a decrease of approximately 3.5%.
Oxford -- Life Insurance
Premiums from Oxford's reinsurance lines before intercompany eliminations
were $14.9 million for the year ended December 31, 1992, a decrease of $4.1
million, approximately 21.6% from 1991 and accounted for 83.3% of Oxford's
premiums in 1992. These premiums are primarily from term life insurance and
single and flexible premium deferred annuities. Reductions in premiums reflect
the anticipated decrease in renewal premiums as a result of normal attrition and
mortality, combined with the fact that during 1992 Oxford reduced its activities
in the reinsurance market compared to 1991 because of unfavorable market
conditions.
Premiums from Oxford's direct lines before intercompany eliminations were
$3.0 million in 1992, an increase of $1.5 million (100%) over the prior year.
The increase is primarily due to the issuance of a single premium immediate
annuity of $0.8 million. Oxford's other direct lines are principally related to
the underwriting of group life and disability income. Insurance on the lives of
the employees of AMERCO and its subsidiary companies accounted for approximately
10.8% of Oxford's premiums in 1992. Unaffiliated direct lines accounted for
approximately 5.9% of Oxford's premiums in 1992.
Net investment income before intercompany eliminations was $11.5 million and
$10.2 million for the years ended December 31, 1992 and 1991, respectively. The
increase is due to increased margins on interest-sensitive business. Gains on
the disposition of fixed maturity investments were $4.7 million and $0.1
million. Oxford had $2.2 million and $1.6 million of other income, for 1992 and
1991, respectively. Other income consists of administration fees and income on
the surrender of annuities.
Benefits and expenses incurred were $23.2 million for the year ended
December 31, 1992, an increase of 7.9% over 1991. Comparable benefits and
expenses incurred for 1991 were $21.5 million. This increase is primarily due to
the increase in deferred acquisition cost amortization discussed below.
Operating profit increased by $1.3 million, approximately 11.5%, in 1992 to
$12.3 million, primarily due to increased margins on interest-sensitive business
and gains on disposition or prepayments of fixed maturity investments. As
required by generally accepted accounting principles, the amortization of
deferred policy acquisition costs was accelerated due to gains on the fixed
maturity investments associated with interest-sensitive products, resulting in a
charge of approximately $2.0 million.
RWIC -- Property and Casualty
RWIC gross premium writings for the year ended December 31, 1992 were $155.2
million, compared to $133.7 million in 1991, an increase of approximately 16.1%.
The rental industry market accounted for a significant share of these premiums,
approximately 40% and 53% in 1992 and 1991, respectively. These writings include
U-Haul customers, fleetowners, and U-Haul, as well as other rental industry
insureds with similar characteristics. Selected general agency lines,
principally commercial multiple peril, surety and excess workers compensation
and casualty accounted for approximately 15.4%, 2.8%, and 11.9% respectively, of
gross premium writings in 1992, compared to approximately 12.8%, 1.8%, and 14.8%
respectively, in 1991. RWIC also underwrites reinsurance via broker markets, and
premiums in this area increased from $23.1 million in 1991 to $47.1 million in
1992 due to favorable market conditions.
Net earned premiums increased $12.3 million, approximately 13.9%, to $101.1
million for the year ended December 31, 1992. This compares with net earned
premiums of $88.8 million for the year ended December 31, 1991. The premium
increase was primarily due to increased writings in the reinsurance area, along
with growth in the commercial multiple peril lines of RWIC's general agency
business.
Underwriting expenses incurred were $117.8 million for the year ended
December 31, 1992, an increase of $21.1 million, approximately 21.8%, over
1991. Comparable underwriting expenses incurred for 1991 were $96.7
million. The ratio of underwriting expenses to net earned premiums
increased from 1.09 in 1991 to 1.17 in 1992. This increase was primarily
attributable to losses related to Hurricane Andrew (approximately $12 million
on a pre-tax basis). The majority of these losses were experienced in the
Company's assumed reinsurance area.
Net investment income was $29.3 million in 1992, a decrease of approximately
0.7%, as compared to 1991 net investment income of $29.5 million. The slight
decrease in net investment income is due largely to the lower rates available
in the high quality fixed income market. RWIC's gain on the sale of
investments was $0.7 million and $0.6 million, and RWIC had $2.9 million of
other income for 1992 and other expense of $0.9 million for 1991.
RWIC's operating profit in 1992 decreased $5.0 million, approximately 23.6%,
to $16.2 million from $21.2 million for the year ended December 31, 1991.
Interest Expense
Interest expense was $68.0 million in fiscal 1993, as compared to $76.2
million in fiscal 1992. The decline in interest expense reflects lower average
debt levels outstanding and favorable refinance costs on maturing debt.
Result of Operations -- Consolidated Group
As a result of the foregoing, pre-tax earnings of $66.5 million were
realized in fiscal 1994 as compared to $49.2 million in fiscal 1993 and $25.7
million in fiscal 1992. After providing for income taxes, extraordinary costs
associated with the early retirement of debt and the cumulative effect of a
change in accounting principle, net earnings for fiscal 1994 were $40.2 million
as compared to $31.9 million in fiscal 1993 and $20.8 million in fiscal 1992.
Income tax as a percentage of pretax earnings from operations was 35.1% in 1993
compared to 19.2% in 1992, due to the Company's increased taxable earnings and
the relative impact of tax-exempt interest.
QUARTERLY RESULTS
The following table presents unaudited quarterly results for the nine
quarters in the period beginning April 1, 1992 and ending June 30, 1994. The
Company believes that all necessary adjustments have been included in the
amounts stated below to present fairly, and in accordance with generally
accepted accounting principles, the selected quarterly information when read in
conjunction with the Consolidated Financial Statements included elsewhere
herein. The Company's results of operations have historically fluctuated from
period to period, including on a quarterly basis. In particular, the Company's
U-Haul business is seasonal and a majority of the Company's revenues and
substantially all of its net earnings from its U-Haul business are generated in
the first and second quarters of each fiscal year (April through September). The
operating results for the periods presented are not necessarily indicative of
results for any future period.
<TABLE>
<CAPTION>
Quarters Ended
(in thousands, except per share data)
------------------------------------------------------------------------------------------------------
June 30, Sept. 30, Dec. 31, March 31, June 30, Sept. 30, Dec. 31, March 31, June 30,
1992 1992 1992 1993 1993 1993 1993 1994 1994
--------- --------- ---------- ---------- --------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total Revenues............. $ 274,744 $ 303,871 $ 242,921 $ 219,375 $ 291,348 $ 324,968 $ 267,448 $ 251,091 $ 323,578
Net Earnings (loss)........ 24,982 26,736 (6,843) (12,966) 17,359 30,601 1,799 (9,575) 29,413
Net Earnings
per common share <F1>.... .65 .69 (.18) (.34) .47 .79 .01 (.33) .71
- ----------
<FN>
<F1> For the quarters ended December 31, 1993, March 31, 1994 and June 30, 1994 net earnings per common share amounts were computed
after giving effect to the dividend on the Company's Series A 8-1/2% Preferred Stock. See "Description of Capital
Stock -- Dividends."
</FN>
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
U-Haul Operations
To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At June 30, 1994, net property, plant and equipment
represented approximately 73.8% of total U-Haul assets and approximately 50.8%
of consolidated assets. In the first quarter of fiscal 1995, capital
expenditures were $144.8 million, as compared to $226.8 million in the first
quarter of fiscal 1994. These expenditures reflect expansion of the rental truck
fleet, purchase of trucks previously leased, and real property acquisitions. The
capital needs required to fund these acquisitions were funded with internally
generated funds from operations, debt, and lease financings.
Cash flows from operations was $113.2 million in the first quarter of fiscal
1995, as compared to $61.6 million in the first quarter of fiscal 1994. The
increase results from an increase in net earnings, depreciation and amortization
and net change in other operating assets and liabilities, specifically
receivables, accounts payable and accrued liabilities, and deferred credits.
At June 30, 1994, total notes and loans payable outstanding was $725.6
million as compared to $723.8 million at March 31, 1994 and $766.9 million at
June 30, 1993.
During each of the fiscal years ending March 31, 1995, 1996, and 1997,
U-Haul estimates gross capital expenditures will average approximately $360
million as a result of the expansion of the rental truck fleet and self-storage
segment. This level of capital expenditures, combined with an average of
approximately $100 million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of approximately
$460 million. Management estimates that U-Haul will fund approximately 55% of
these requirements with internally generated funds, including proceeds from the
disposition of older trucks and other asset sales. The remainder of the required
capital expenditures are expected to be financed through existing credit
facilities, new debt placements, lease fundings, and equity offerings.
Oxford Life Insurance Company
Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.
Cash (used) provided by operations and financing was ($3.5) million and $3.0
million for the three month period ended March 31, 1994 and 1993, respectively.
During 1994 and 1993 there were no cash flows from new reinsurance agreements.
In addition to cash flow from operations and financing activities, a substantial
amount of liquid funds is available through Oxford's short-term portfolio. At
March 31, 1994 and 1993, short-term investments amounted to $18.5 million and
$9.8 million, respectively. Management believes that the overall sources of
liquidity will continue to meet foreseeable cash needs.
Stockholder's equity of Oxford, excluding investment in RWIC, decreased to
$88.2 million in 1994 from $92.5 million in 1993. In May 1993, Oxford paid
dividends of $10.0 million to Ponderosa.
Applicable laws and regulations of the State of Arizona require the
Company's insurance subsidiaries to maintain minimum capital determined in
accordance with statutory accounting practices in the amount of $600,000. In
addition, the amount of dividends that can be paid to stockholders by insurance
companies domiciled in the State of Arizona is limited. Any dividend in excess
of the limit requires prior approval of the Insurance Commissioner. Statutory
surplus that can be distributed as dividends is $17,619,000 at December 31,
1993. These restrictions are not expected to have a material adverse effect on
the ability of the Company to meet its cash obligations.
RWIC -- Property and Casualty
RWIC's short-term investment portfolio was $6.6 million at March 31, 1994.
This level of liquid assets, combined with budgeted cash flow, is believed by
management to be adequate to meet periodic needs. The structure of the long-term
portfolio is designed to match future cash needs. Through capital and operating
budgets, RWIC seeks to schedule cash needs in accordance with investment and
underwriting proceeds. RWIC does not have plans for any near-term large capital
outlays.
RWIC maintains a diversified investment portfolio, primarily in bonds at
varying maturity levels. Approximately 98.2% of the portfolio consists of
investment grade securities. The maturity distribution is designed to provide
sufficient liquidity to meet future cash needs. Current liquidity is adequate,
with current invested assets equal to 98.7% of total liabilities.
The liability for unpaid losses is based on the estimated ultimate cost of
settling claims reported prior to the end of the accounting period, estimates
received from ceding reinsurers and estimates for unreported losses based on the
historical experience of RWIC, supplemented by insurance industry historical
experience. Unpaid loss adjustment expenses are based on historical ratios of
loss adjustment expenses paid to losses paid. Unpaid loss and loss expenses are
not discounted.
Stockholder equity increased 2.3% from $165.1 million at December 31, 1993
to $168.9 million at March 31, 1994. RWIC considers current stockholder's equity
to be adequate to support future growth and absorb unforeseen risk events. RWIC
does not use debt or equity issues to increase capital and therefore has no
exposure to capital market conditions. During the first quarter of 1994, RWIC
paid no stockholder dividends.
Credit Agreements
The Company's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, and revolving lines of credit with domestic and foreign banks.
Principally to finance its fleet of trucks and trailers, the Company routinely
enters into sale and leaseback transactions. As of June 30, 1994, the Company
had $725.6 million in total notes and loans payable outstanding and unutilized
lines of credit of approximately $375 million.
Certain of the Company's credit agreements contain restrictive financial and
other covenants, including, among others, covenants with respect to incurring
additional indebtedness, maintaining certain financial ratios, and placing
certain additional liens on its properties and assets. At June 30, 1994, the
Company was in compliance with these covenants. In addition, these credit
agreements contain provisions that could result in a required prepayment upon a
"change in control" of the Company. Approximately $509 million of the Company's
outstanding debt was covered by such credit agreements as of June 30, 1994.
Under certain of the Company's credit agreements, a "change in control" is
deemed to occur if (a) any transfer of any shares of any class of capital stock
results in the Company's ESOP and members of the Shoen family owning in the
aggregate less than the amount of capital stock as may be necessary to enable
them to cast in excess of 50% of the votes for the election of directors of the
Company or (b) during any period for two consecutive years, persons who at the
beginning of such period constituted the Board of Directors of the Company
(including any director approved by a vote of not less than 662/3% of such
board) cease for any reason to constitute greater than 50% of the then acting
Board.
Shareholder Litigation
As disclosed in "Business-Litigation," certain current and former members
of the Company's Board of Directors are defendants in an action initiated by
certain members of the Outside Stockholder Group. The Company has agreed to
indemnify the defendants to the fullest extent permitted by law or the Company's
Articles of Incorporation or Bylaws for all expenses and damages, if any,
incurred by the defendants in this proceeding, subject to certain exceptions.
The extent of the Company's indemnification obligation, if any, cannot be
reasonably estimated. The Company believes that the plaintiffs elected that
their remedy in this litigation would be the sale of their stock to the
defendants at a price determined by the Court based on the value of their stock
in 1988. The jury has determined that such value was $81.12 per share or
approximately $1.48 billion. The defendants have filed post-trial motions to
(i) request a new trial and/or (ii) reduce the amount of consideration to be
paid to the plaintiffs for their stock to not more than $394 million or to
obtain judgment in favor of the defendants. The Company is unable to predict the
outcome of the post-trial motions and the likelihood of appeal by any party or
the consequences of any appeal. However, based upon the advice of Snell &
Wilmer, counsel to the defendants other than Paul F. Shoen, the Company believes
that even if the Court does not render judgment in favor of the defendants or
order a new trial, a substantial reduction in the jury verdict is probable. The
Company believes that there is a substantial likelihood that if the jury verdict
is substantially reduced, the resulting amount to be paid to the plaintiffs for
their shares will not exceed the fair market value of the shares to be acquired
by the defendants. In such event, the defendants may choose to acquire the
shares without making indemnification claims against the Company. No provision
has been made in the Company's financial statements for any possible
indemnification claims. Before the Company will have any indemnification
obligations, a final judgment must be entered against the defendants, the
defendants must request indemnification from the Company, and a determination
must be made under Nevada law as to the validity of the indemnification claims.
If valid indemnification claims are made, the Company believes that various
means of financing the purchase of the plaintiffs' stock would exist, including,
but not limited to, the public sale of common stock by the Company or by certain
of the defendants. The Company does not believe that in such event there would
be a material adverse effect on its earnings, financial position, or cash flows.
The Company believes, but no assurance can be given, that it can obtain any
necessary waivers or amendments of any provisions of its credit agreements to
permit the Company to finance the purchase of the plaintiffs' stock. If the
jury verdict is not significantly reduced and any resulting judgment is not
stayed by appeal or other proceedings, the Company may be unable to satisfy its
indemnification obligation if valid indemnification claims are made, and such
obligation may have a material adverse effect on the Company's capital
expenditure plans in the future. There can be no assurance that the jury
verdict will be significantly reduced or that the Company or the defendants will
be able to finance the purchase of the plaintiff's stock if the jury verdict is
significantly reduced.
OTHER
Statement of Financial Accounting Standards No. 106, "Employers" Accounting
for Postretirement Benefits Other Than Pensions," was issued by the Financial
Accounting Standards Board in December 1990. The statement requires that the
expected costs of health care and life insurance provided to retired employees
by recognized as expense during the years employees render service. The Company
adopted the provisions of this statement effective April 1, 1993. The
accumulated postretirement benefit obligation recognized by the Company at April
1, 1993 was $5.0 million. Net of income taxes, the cumulative effect of adoption
at April 1, 1993 was $3.1 million.
Further, during the first quarter of fiscal 1994 the Company adopted the
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." This statement requires a change from the deferred to the liability
method of computing deferred income taxes. The adoption of the provisions of
this statement resulted in a $11.1 million net increase in deferred income taxes
payable. The Company adopted this change retroactively to April 1, 1988. For
additional information, see Note 7 of Notes to Consolidated Financial
Statements.
In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112, "Employers" Accounting for
Postemployment Benefits." The statement applies to employers who provide certain
benefits to former or inactive employees after employment but before retirement.
It requires that the cost of such benefits be recognized over the service period
of employees as these benefits vest or accumulate. The provisions of this
statement must be adopted for fiscal years beginning after December 15, 1993.
The effect of this statement on the Company's financial position or results of
operations will not be material.
In December 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 113, "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts." Effective January 1,
1993, the Company adopted the standard. The primary impact on the Company's
financial statements is the requirement to report assets and liabilities
relating to reinsured contracts gross of the effects of reinsurance. Previously,
such effects were reported on a net basis. As a result of adoption of the
standard, unpaid losses and loss expenses as of March 31, 1994 have been
increased by approximately $76 million to reflect the Company's policy
liabilities without regard to reinsurance. A corresponding amount due from
reinsurers on unpaid losses, including amounts related to claims incurred but
not reported, has also been reflected. Additionally, unearned premiums have been
increased by approximately $12 million for policy premiums ceded to reinsurers
for which the coverage period has not yet expired. Prepaid insurance premiums of
a corresponding amount have also been reflected in the consolidated balance
sheet. The consolidated balance sheet as of March 31, 1993 has not been restated
to reflect the adoption of the standard.
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan," was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for years beginning
after December 15, 1994. The standard requires that an impaired loan's fair
value be measured and compared to the recorded investment in the loan. If the
fair value of the loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company has not completed an evaluation
of the effect of this standard.
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," was issued by the Financial
Accounting Standards Board in May 1993. This standard requires classification of
debt securities into one of the following three categories based on management's
intention with regard to such securities: held-to-maturity, available-for-sale
and trading. Securities classified as held-to-maturity are recorded at cost
adjusted for the amortization of premiums or accretion of discounts while those
classified as available-for-sale are recorded at fair value with unrealized
gains or losses reported on a net basis in a separate component of stockholders'
equity. Securities classified as trading are recorded at fair value with
unrealized gains or losses reported on a net basis in income. Effective December
31, 1993, RWIC adopted the standard. RWIC does not currently maintain a trading
portfolio. U-Haul and Oxford will adopt this statement in fiscal 1995. The
effect of adopting this statement on the Company's results of operations is
immaterial.
Statement of Position 93-7, "Reporting on Advertising Costs," was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising takes place, reporting
the costs of direct-response advertising, and amortizing the amount of
direct-response advertising reported as assets. This statement of position is
effective for financial statements for years beginning after June 15, 1994. The
Company currently matches certain advertising costs with revenue generated in
future periods, and at March 31, 1994, $8.2 million in advertising costs are
deferred and included in prepaid expenses. The Company has completed an
evaluation of the effect of this statement of position but has not determined
the timing of adoption. However, the Company must adopt this statement of
position no later than fiscal 1996.
IMPACT OF INFLATION
Inflation has had no material financial effect on the Company's results of
operations in the years discussed.
BUSINESS
HISTORY
The Company was founded in 1945 under the name "U-Haul Trailer Rental
Company." From 1945 to 1975, the Company rented trailers and trucks on a one-way
and local round-trip basis through independent dealers (at that time principally
independent gasoline service stations). Since 1974, the Company has developed a
network of Company-owned rental centers ("U-Haul Centers") (through which U-Haul
rents its trucks and trailers and provides a number of other related products
and services) and has expanded the number and geographic diversity of its
independent dealers. At June 30, 1994, the Company's distribution network
included approximately 1,000 U-Haul Centers and approximately 11,600 independent
dealers.
In March 1974, in conjunction with the acquisition and construction of
U-Haul Centers, the Company entered the self-storage business. As of June 30,
1994, such self-storage facilities were located at or near approximately 64% of
the Company's U-Haul Centers. Beginning in 1974, the Company introduced the sale
and installation of hitches and towing systems, as well as the sale of support
items such as packing and moving aids. During 1983, the Company expanded its
range of do-it-yourself rental products to include tools and equipment for the
homeowner and small contractor and other general rental items.
In 1969, the Company acquired Oxford to provide employee health and life
insurance for the Company in a cost-effective manner. In 1973, the Company
formed RWIC to provide automobile liability insurance for the U-Haul truck and
trailer rental customers.
Commencing in 1987, the Company began the implementation of a strategic plan
designed to emphasize reinvestment in its core do-it-yourself rental, moving,
and storage business. The plan included a fleet renewal program (see "Business
- -- U-Haul Operations -- Rental Equipment Fleet"), and provided for the
discontinuation of certain unprofitable and unrelated operations. As part of its
plan, the Company discontinued the operation of its full-service moving van
lines, initiated the phase out of its recreational vehicle rental operations,
and began the disposition of its recreational vehicle rental fleet. The
disposition of the moving van lines' assets and the recreational vehicle rental
fleet were completed in 1988 and 1992, respectively. The Company also eliminated
various types of rental equipment and closed certain warehouses and repair
facilities. The Company believes that its refocused business strategy enabled
U-Haul to generate higher revenues and to achieve significant cost savings. This
plan has been and continues to be vigorously opposed by the Outside Stockholder
Group and would in all likelihood not be pursued in the event of a change in
control. See "Risk Factors -- Existing Management -- Potential Change in
Control."
Since 1987, the Company has sold surplus real estate assets with a book
value of approximately $38.2 million for total proceeds of approximately $76.7
million. At June 30, 1994, the book value of the Company's real estate assets
deemed to be surplus was approximately $18.3 million.
In 1990, the Company reorganized its operations into separate legal
entities, each with its own operating, financial, and investment strategies. The
reorganization separated the Company into three parts: U-Haul rental operations,
insurance, and real estate. The purpose of the reorganization was to increase
management accountability and to allow the allocation of capital based on
defined performance measurements.
BUSINESS STRATEGY
U-HAUL OPERATIONS
The Company's present business strategy remains focused on the
do-it-yourself moving customer. The objective of this strategy is to offer, in
an integrated manner over a diverse geographical area, a wide range of products
and services to the do-it-yourself moving customer.
Through its "Moving Made Easier(R)" program, the Company strives to offer
its customers a high quality, reliable, and convenient fleet of trucks and
trailers at reasonable prices while simultaneously offering other related
products and services, including moving accessories, self-storage facilities,
and other items often desired by the do-it-yourself mover. The rental trucks
purchased in the fleet renewal program have been designed with the
do-it-yourself customer in mind to include features such as low decks, air
conditioning, power steering, automatic transmissions, soft suspensions, AM/FM
cassette stereo systems, and over-the-cab storage. The Company has introduced
certain insurance products, including "Safemove(R)" and "Safestor(R)," to
provide the do-it-yourself mover with certain moving-related insurance coverage.
In addition, the Company provides rental customers the option of storing their
possessions at either their points of departure or destination.
The Company believes that customer access, in terms of truck or trailer
availability and proximity of rental location, is critical to its success. Since
1987, the Company has more than doubled the number of U-Haul rental locations,
with a net addition of approximately 6,000 independent dealers.
To effectively service the U-Haul customer at these additional rental
locations with equipment commensurate with the Company's commitment to product
excellence, the Company, as part of the fleet renewal program, purchased
approximately 67,000 new trucks between March 1987 and June 1994 and reduced the
overall average age of its truck fleet from approximately 11 years at March 1987
to approximately 5 years at June 1994. During this period, approximately 61,000
trucks were retired or sold.
Since 1990, U-Haul has replaced approximately 49% of its trailer fleet with
new, more aerodynamically designed trailers better suited to the low height
profile of many newly manufactured automobiles. Given the mechanical simplicity
of a trailer relative to a truck and a trailer's longer useful life, the Company
expects to replace trailers only as necessary.
Beginning in 1983, the Company implemented a point-of-sale computer system
for all of its Company-owned locations. The system was designed primarily to
handle the Company's reservations, traffic, and reporting of rental
transactions. The Company believes that the implementation of the system has
been a significant factor in allowing the Company to increase its fleet
utilization. Since the initial implementation, the Company has added several
additional enhancements to the system, including full budgeting and financial
reporting systems.
INSURANCE OPERATIONS
Oxford's business strategy emphasizes long-term capital growth funded
through earnings from reinsurance and investment activities. In the past, Oxford
has selectively reinsured life, health, and annuity-type insurance products.
Oxford anticipates pursuing its growth strategy by providing reinsurance
facilities to well-managed insurance or reinsurance companies offering similar
type products who are desirous of additional capital either as a result of rapid
growth or regulatory demands or who are divesting non-core business lines.
RWIC's principal business strategy is to capitalize on its knowledge of
insurance products aimed at the moving and rental markets. RWIC believes that
providing U-Haul and U-Haul customers with property and casualty insurance
coverage has enabled it to develop expertise in the areas of rental vehicle
lessee insurance, self-storage property coverage, motorhome insurance coverage,
and general rental equipment coverage. RWIC has used and plans to continue to
use this knowledge to expand its customer base by offering similar products to
customers other than U-Haul. In addition, RWIC plans to expand its involvement
in specialized areas by offering commercial multi-peril and surety coverage and
by assuming reinsurance business.
U-HAUL OPERATIONS
GENERAL
The Company's do-it-yourself moving business operates under the U-Haul name
through an extensive and geographically diverse distribution network of
Company-owned U-Haul Centers and independent dealers throughout the United
States and Canada.
Substantially all of the Company's rental revenue is derived from
do-it-yourself moving customers. The remaining business comes from commercial/
industrial customers. Moving rentals include: (i) local (round-trip) rentals,
where the equipment is returned to the originating U-Haul Center or independent
dealer and (ii) one-way rentals, where the equipment is returned to a U-Haul
Center or independent dealer in another city. Typically, the number of local
rental transactions in any given year is substantially greater than the number
of one-way rental transactions. However, total revenues generated by one-way
transactions in any given year typically exceed total revenues from local rental
transactions.
As part of the Company's integrated approach to the do-it-yourself moving
market, U-Haul has a variety of product offerings. U-Haul's "Moving Made
Easier(R)" program is designed to offer safe, well-equipped rental trucks and
trailers at a reasonable price and to provide support items such as furniture
pads, hand trucks, appliance and utility dollies, mirrors, tow bars, tow
dollies, and bumper hitches. The Company also sells boxes, tape, and packaging
materials and rents additional items such as floor polishers and carpet cleaning
equipment at its U-Haul Center locations. U-Haul Centers also install hitches
and sell propane, and some of them sell gasoline. U-Haul sells insurance
packages such as (i) "Safemove(R)," which provides moving customers with a
damage waiver, cargo protection, and medical and life coverage, and (ii)
"Safestor(R)," which provides self-storage rental customers with various
insurance coverages.
The U-Haul truck and trailer rental business tends to be seasonal with more
transactions and revenues generated in the spring and summer months than during
the balance of the year. The Company attributes this seasonality to the
preference of do-it-yourself movers to move during this time. Also, consistent
with do-it-yourself mover preferences, the number of rental transactions tends
to be higher on weekends than on weekdays.
RENTAL EQUIPMENT FLEET
As of June 30, 1994, U-Haul's rental equipment fleet consisted of
approximately 76,000 trucks and approximately 90,000 trailers. Rental trucks are
offered in five sizes and range in size from the ten-foot "Mini-Mover(R)" to the
twenty-six-foot "Super-Mover(R)." In addition, U-Haul offers pick-up trucks and
cargo vans at many of its locations. Trailers range between six feet and twelve
feet in length and are offered in both open and closed box configurations.
DISTRIBUTION NETWORK
The Company's U-Haul products and services are marketed across the United
States and Canada through, as of June 30, 1994, approximately 1,000
Company-owned U-Haul Centers and approximately 11,600 independent dealers. The
independent dealers, which include gasoline station operators, general equipment
rental operators, and others, rent U-Haul trucks and trailers in addition to
carrying on their principal lines of business. U-Haul Centers, however, are
dedicated to the U-Haul line of products and services and offer those and
related products and services. Independent dealers are commonly located in
suburban and rural markets, while U-Haul Centers are concentrated in urban and
suburban markets.
Independent dealers receive U-Haul equipment on a consignment basis and are
paid a commission on gross revenues generated from their rentals. Independent
dealers also may earn referral commissions on U-Haul products and services
provided at other U-Haul locations. The Company maintains contracts with its
independent dealers that can be cancelled upon thirty days' written notice by
either party.
In addition, the Company has sought to improve the productivity of its
rental locations by installing computerized reservations and network management
systems in each U-Haul Center and a limited number of independent dealers. The
Company believes that these systems have been a major factor in enabling the
Company to deploy equipment more effectively throughout its network of locations
and anticipates expanding these systems to cover additional independent dealers.
The Company's U-Haul Center and independent dealer network in the United
States and Canada is divided into 12 districts, each supervised by an area
district vice president. Within the districts, the Company has established local
marketing companies, each of which, guided by a marketing company president, is
responsible for retail marketing at all U-Haul Centers and independent dealers
within its respective geographic area.
Although rental dealers are independent, U-Haul area field managers oversee
the dealer network by inspecting each independent dealer's facilities and
auditing their activities on a regular basis. In addition, the area field
managers recruit new independent dealers for expansion or replacement purposes.
U-Haul has instituted performance compensation programs that focus on
accomplishment and reward strong performers.
SELF-STORAGE BUSINESS
U-Haul entered the self-storage business in 1974 and since that time has
increased the rentable square footage of its storage locations through the
acquisition of existing facilities and new construction. In addition, the
Company has entered into management agreements to manage self-storage properties
owned by other companies and is exploring the possibility of expanding this type
of operation as well as expanding its ownership of self-storage facilities. The
Company also provides financing and management services for independent
self-storage businesses.
Through approximately 650 Company-owned locations in the United States and
Canada, the Company offers for rent more than 13.0 million square feet of
self-storage space. The Company's self-storage facility locations have an
average of 20,000 square feet of storage space, with individual storage spaces
ranging in size from 16 square feet to 200 square feet.
Units are rented to individuals and businesses for temporary storage on a
monthly basis. In fiscal 1994, occupancy rates increased to approximately 91%
from approximately 85% in the prior year. During fiscal 1994 and fiscal 1993,
delinquent rentals as a percentage of total storage rentals were approximately
5% in each year, which rate the Company considers to be satisfactory.
EQUIPMENT DESIGN, MANUFACTURE AND MAINTENANCE
The Company designs and manufactures its truck van boxes, trailers, and
various other support rental equipment items. With the needs of the
do-it-yourself moving customer in mind, the Company's equipment is designed to
achieve high safety standards, simplicity of operation, reliability,
convenience, durability, and fuel economy. Truck chassis are manufactured to
Company specifications by both foreign and domestic truck manufacturers. These
chassis receive certain post-delivery modifications and are joined with van
boxes at 7 Company-owned manufacturing and assembly facilities in the United
States.
The Company services and maintains its trucks and trailers through a
periodic maintenance program. Regular vehicle maintenance is generally performed
at Company-owned facilities located throughout the United States and Canada.
Major repairs are performed either by the chassis manufacturers' dealers or by
Company-owned repair shops. To the extent available, the Company takes advantage
of manufacturers' warranties.
Since the fleet renewal program began in fiscal 1987, the number of repair
locations has been reduced significantly. Maintenance costs declined from a high
of $163.0 million in fiscal 1987 to a low of $80.5 million in fiscal 1989.
However, due to a reduction both in new truck purchases and older truck
retirements in fiscal 1992 and fiscal 1993, maintenance expense increased to
$150.3 million in fiscal 1993 and $177.7 million in fiscal 1994. During fiscal
1994, the Company, as part of its fleet renewal program, resumed the purchase
and manufacture of new trucks with the objective of increasing the size of the
truck fleet.
COMPETITION
The do-it-yourself moving truck and trailer rental market is highly
competitive and dominated by national operators in both the local and one-way
markets. These competitors include the truck rental divisions of Ryder System,
Penske Truck Leasing, and Budget Rent-A-Car. Management believes that there are
two distinct users of rental trucks: commercial users and do-it-yourself users.
As noted above, the Company focuses on the do-it-yourself mover. The Company
believes that the principal competitive factors are price, convenience of rental
locations, and availability of quality rental equipment.
The self-storage industry is also highly competitive. In addition to the
Company, there are two other national firms, Public Storage and Shurgard, and
numerous regional and local operators. Efficient management of occupancy and
delinquency rates, as well as price and convenience, are key competitive
factors.
EMPLOYEES
For the period ending June 30, 1994, the Company's non-seasonal workforce
consisted of approximately 11,300 employees comprised of approximately 46%
part-time and 54% full-time employees. During the summer months, the Company
increases its workforce by approximately 1,000 employees. The percentage of
part-time employees was approximately 46% of the total workforce on June 30,
1994. The Company's employees are non-unionized, and management believes that
its relations with its employees are satisfactory.
INSURANCE OPERATIONS
OXFORD -- LIFE INSURANCE
Oxford underwrites life, health and annuity insurance, both as a direct
writer and as an assuming reinsurer. Oxford's direct lines are primarily related
to group life and disability coverage issued to employees of AMERCO and its
subsidiaries. For the year ended December 31, 1993, approximately 6.3% of
Oxford's premium revenues resulted from business with AMERCO and its
subsidiaries. Oxford's other direct writings include individual life insurance
acquired from other insurers and a small volume of individual annuity products
written through independent agents, which together accounted for approximately
5.0% of Oxford's premium revenues for the year ended December 31, 1993. Oxford
administers AMERCO's self-insured group health and dental plans.
Oxford's reinsurance assumed lines, which accounted for approximately 88.7%
of Oxford's premium revenues for the year ended December 31, 1993, include
individual life insurance coverage, annuity coverages, excess loss health
insurance coverage, and short-term travel accident coverage. These reinsurance
arrangements are entered into with unaffiliated insurers, except for travel
accident products reinsured from RWIC.
RWIC -- PROPERTY AND CASUALTY
RWIC's underwriting activities consist of three basic areas: U-Haul and
U-Haul affiliated underwriting; direct underwriting; and assumed reinsurance
underwriting. U-Haul underwritings include coverage for U-Haul and U-Haul
employees, and U-Haul affiliated underwritings consist primarily of coverage for
U-Haul customers. For the year ended December 31, 1993, approximately 38% of
RWIC's written premiums resulted from U-Haul and U-Haul affiliated underwriting
activities. RWIC's direct underwriting is done through home office underwriters
and selected general agents. The products provided include liability coverage
for rental vehicle lessees and storage rental properties, and coverage for
commercial multiple peril, surety, and excess workers' compensation. RWIC's
assumed reinsurance underwriting is done via broker markets and includes, among
other things, reinsurance of municipal bond insurance written through MBIA, Inc.
RWIC provides a liability for unpaid losses that is based on the estimated
ultimate cost of settling claims reported prior to the end of the accounting
period, estimates received from ceding reinsurers and estimates for incurred but
unreported losses based on RWIC's historical experience supplemented by
insurance industry historical experience. Unpaid loss adjustment expenses are
based on historical ratios of loss adjustment expense paid to losses paid.
The liabilities are estimates necessary to settle all claims as of the date
of the stated reserves and all incurred but not reported claims. RWIC updates
the reserves as additional facts regarding claims become apparent. In addition,
court decisions, economic conditions and public attitudes impact the estimation
of reserves and also the ultimate cost of claims. In estimating reserves, no
attempt is made to isolate inflation from the combined effect of numerous
factors including inflation. Unpaid losses and unpaid loss expenses are not
discounted.
RWIC's unpaid loss and loss expenses are certified annually by an
independent actuarial consulting firm as required by state regulation.
The following table is a reconciliation in summary form, for each of the
last three years, of the beginning and end of year unpaid loss and loss
expenses:
For the Years Ended December 31
-------------------------------
1993 1992 1991
--------- --------- ---------
(in thousands)
Unpaid loss and loss expenses,
beginning of year.......................... $ 238,762 $ 236,019 $ 226,324
--------- --------- ---------
Losses and loss adjustment expenses:
attributable to the current year........... 91,044 96,451 74,510
Increase (Decrease) attributable
to prior years........................... 12,688 (4,241) 3,124
--------- ---------- ---------
Total................................ 103,732 92,210 77,634
--------- ---------- ----------
Payments:
Loss and loss adjustment expenses
attributable to current year............. 20,200 23,936 12,810
Payments attributable to prior years....... 83,923 65,531 55,129
--------- --------- ---------
Total................................ 104,123 89,467 67,939
--------- --------- ---------
Increase due to adoption of FAS113........... 76,111 -- --
--------- --------- ---------
Unpaid loss and loss expenses, end of year... $ 314,482 $ 238,762 $ 236,019
--------- --------- ---------
Effective December 31, 1993, RWIC adopted Statement of Financial Accounting
Standards (SFAS) No. 113, "Accounting and Reporting for Reinsurance of
Short-Duration and Long-Duration Contracts." The primary impact of SFAS No. 113
is the requirement to report assets and liabilities relating to reinsured
contracts gross of the effects of reinsurance. Previously, RWIC reported such
effects on a net basis. As a result of adoption of SFAS No. 113, the liability
for unpaid losses and loss adjustment expenses as of December 31, 1993 has been
increased approximately $76 million to reflect policy liabilities without regard
to reinsurance. A corresponding amount due from reinsurers on unpaid losses,
including amounts related to claims incurred but not reported, has also been
reflected.
The table on the next page illustrates the change in unpaid loss and loss
expenses. The first line shows the reserves as originally reported at the end of
the stated year. The second section, reading down, shows the cumulative amounts
paid as of the end of successive years with respect to that reserve. The third
section, reading down, shows reestimates of the original recorded reserve as of
the end of successive years. The last section compares the latest reestimated
reserve amount to the reserve amount as originally established. This last
section is cumulative and should not be summed.
<TABLE>
<CAPTION>
Unpaid Loss and Loss Expenses
December 31
-------------------------------------------------------------------------------------------------------------
1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
--------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Reserve for
Unpaid Loss and
Loss Adjustment
Expenses: $ 67,129 90,315 123,342 146,391 168,688 199,380 207,939 226,324 236,019 238,762 314,482
PAID (CUMULATIVE)
AS OF:
One year later 21,140 24,602 41,170 54,627 49,681 59,111 50,992 55,128 65,532 83,923
Two years later 35,340 50,628 77,697 92,748 91,597 89,850 87,850 97,014 105,432
Three years later 47,544 70,719 105,160 124,278 110,834 114,979 116,043 120,994
Four years later 56,197 84,936 126,734 137,744 129,261 133,466 132,703
Five years later 61,826 95,583 133,421 151,354 142,618 145,864
Six years later 68,722 98,018 142,909 161,447 152,579
Seven years later 68,496 102,805 151,379 169,601
Eight years later 70,822 109,055 158,728
Nine years late r 74,809 114,334
Ten years later 77,700
RESERVE REESTIMATED
AS OF:
One year later 72,462 101,097 138,287 167,211 187,663 200,888 206,701 229,447 231,779 251,450
Two years later 74,850 107,111 147,968 192,272 190,715 202,687 206,219 221,450 224,783
Three years later 76,811 115,746 168,096 192,670 194,280 203,343 199,925 211,988
Four years later 80,453 119,977 168,040 199,576 195,917 199,304 198,986
Five years later 82,823 119,513 175,283 201,303 195,203 200,050
Six years later 82,209 122,791 178,232 202,020 196,176
Seven years later 81,894 125,863 182,257 202,984
Eight years later 83,943 128,815 184,266
Nine years later 85,816 132,207
Ten years later 86,856
INITIAL RESERVE IN
EXCESS OF
(LESS THAN)
REESTIMATED RESERVE:
Amount
(cumulative) $ (19,727) (41,892) (60,924) (56,593) (27,488) (670) 8,953 14,336 11,236 (12,688)
</TABLE>
The operating results of the property and casualty insurance industry,
including RWIC, are subject to significant fluctuations due to numerous factors,
including premium rate competition, catastrophic and unpredictable events
(including man-made and natural disasters), general economic and social
conditions, interest rates, investment returns, changes in tax laws, regulatory
developments, and the ability to accurately estimate liabilities for unpaid
losses and loss expenses.
INVESTMENTS
Oxford's and RWIC's investments must comply with the insurance laws of the
State of Arizona where the companies are domiciled. These laws prescribe the
type, quality, and concentration of investments that may be made. In general,
these laws permit investments in federal, state, and municipal obligations,
corporate bonds, preferred and common stocks, real estate mortgages, and real
estate, within specified limits and subject to certain qualifications. Moreover,
in order to be considered an acceptable reinsurer by cedents and intermediaries,
a reinsurer must offer financial security. The quality and liquidity of invested
assets are important considerations in determining such security.
The investment philosophies of Oxford and RWIC emphasize protection of
principal through the purchase of investment grade fixed income securities.
Approximately 99% of their respective portfolios consist of investment grade
securities. The maturity distributions are designed to provide sufficient
liquidity to meet future cash needs.
REINSURANCE
The Company's insurance operations assume and cede insurance from and to
other insurers and members of various reinsurance pools and associations.
Reinsurance arrangements are utilized to provide greater diversification of risk
and to minimize exposure on large risks. However, the original insurer remains
liable should the assuming insurer not be able to meet its obligations under the
reinsurance agreements.
REGULATION
The Company's insurance subsidiaries are subject to considerable regulation
and supervision in the states in which they transact business. The purpose of
such regulation and supervision is primarily to provide safeguards for
policyholders. As a result of federal legislation, the primary regulation of the
insurance industry is performed by the states. State regulation extends to such
matters as licensing companies; restricting the types or quality of investments;
regulating capital and surplus and actuarial reserve maintenance; setting
solvency standards; requiring triennial financial examinations, market conduct
surveys, and the filing of reports on financial condition; licensing agents;
regulating aspects of the insurance companies' relationship with their agents;
restricting expenses, commissions, and new business issued; imposing
requirements relating to policy contents; restricting use of some underwriting
criteria; regulating rates, forms, and advertising; limiting the grounds for
cancellations or non-renewal of policies; regulating solicitation and
replacement practices; and specifying what might constitute unfair practices.
State laws also regulate transactions and dividends between an insurance company
and its parent or affiliates, and generally require prior approval or
notification for any change in control of the insurance subsidiary.
In the past few years, the insurance and reinsurance regulatory framework
has been subjected to increased scrutiny by the National Association of
Insurance Commissioners (the "NAIC"), state legislatures, insurance regulators,
and the United States Congress. State legislatures have considered or enacted
legislative proposals that alter, and in many cases increase, state authority to
regulate insurance companies and holding company systems. The NAIC and state
insurance regulators have been examining existing laws and regulations with an
emphasis on insurance company investment and solvency issues. Legislation has
been introduced in Congress that could result in the federal government assuming
some role in the regulation of the insurance industry. It is not possible to
predict the future impact of changing state and federal regulation on the
operations of Oxford and RWIC.
Beginning in 1993, the NAIC adopted and implemented minimum risk-based
capitalization requirements for life insurance companies, including Oxford. As
of the date of this report, Oxford is in compliance with these requirements. The
NAIC has adopted a model for establishing minimum risk-based capitalization
requirements for property and casualty insurance and reinsurance companies. The
NAIC's stated objective in developing such risk-based capital standards is to
improve solvency monitoring. RWIC will adopt the minimum risk-based
capitalization requirements in fiscal 1995. Adoption will have no material
effect on RWIC.
COMPETITION
The insurance industry is competitive. Competitors include a large number of
life insurance companies and property and casualty insurance companies, some of
which are owned by stockholders and others of which are owned by policyholders
(mutual). Many companies in competition with Oxford and RWIC have been in
business for a longer period of time or possess substantially greater financial
resources. Competition in the insurance business is based upon price, product
design, and services rendered to producers and policyholders.
AMERCO REAL ESTATE COMPANY
AREC owns and manages most of the Company's real estate assets, including
the Company's U-Haul Center locations. AREC has responsibility for acquiring
and developing properties suitable for new U-Haul Centers and self-storage
locations. In addition to the U-Haul operations, AREC actively seeks to lease
or dispose of surplus properties. See "Business -- History."
LITIGATION
Certain members of the Company's Board of Directors are defendants in an
action in the Superior Court of the State of Arizona in and for the County of
Maricopa entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No.
CV88-20139, instituted August 2, 1988. The Company was also a defendant in the
action as originally filed, but the Company was dismissed from the action on
August 15, 1994, subject only to the right, to the extent that any exists, of
the plaintiffs to appeal such dismissal. The plaintiffs, who are all members of
the Outside Stockholder Group that is currently opposed to existing Company
management (see "Principal Stockholders"), filed a Fourth Amended Complaint in
February 1992 and have alleged, among other things, that certain of the
individual plaintiffs were wrongfully excluded from sitting on the Company's
Board of Directors in 1988 through the sale of Company common stock to certain
key employees. That sale allegedly prevented the Outside Stockholder Group from
gaining a majority position in the Company's voting stock and control of the
Company's Board of Directors. The plaintiffs alleged various breaches of
fiduciary duty and other unlawful conduct by the individual defendants and
sought equitable relief, compensatory damages, and punitive damages. The Court
dismissed all claims for equitable relief that would have allowed the plaintiffs
to sit on the Board of Directors, subject only to the right, to the extent that
any exists, of the plaintiffs to appeal such dismissal. Based upon the
preliminary rulings by the Court and the fact that the plaintiffs alleged that
their stock is virtually worthless, the Company believes that the plaintiffs
elected as their remedy in this lawsuit to sell their shares of stock to the
defendants. The price was to be determined based on the value of the
Plaintiffs' stock in 1988. On October 7, 1994, the jury determined that (i) the
defendants breached their fiduciary duties, and (ii) such breach diminished the
value of the plaintiffs' stock. The jury also determined the value of the
plaintiffs' stock in 1988 to be $81.12 per share or $1.48 billion. The jury also
awarded the plaintiffs $70 million in punitive damages against Edward J. Shoen.
Edward J. Shoen plans to file a motion to set aside in its entirety or in the
alternative to reduce this award. No assurance can be given as to the ruling of
the Court on this motion. The defendants have filed post-trial motions to (i)
request a new trial and/or (ii) reduce the amount of consideration to be paid to
the plaintiffs for their stock to not more than $394 million or to obtain
judgment in favor of the defendants. The Company is unable to predict the
outcome of the post-trial motions and the likelihood of appeal by any party or
the consequences of any appeal. However, based upon the advice of Snell &
Wilmer, counsel to the defendants other than Paul F. Shoen, the Company
believes that even if the Court does not render judgment in favor of the
defendants or order a new trial, a substantial reduction in the jury verdict
is probable. Pursuant to separate indemnification agreements, the Company has
agreed to advance litigation expenses to the defendants and has agreed to
indemnify the defendants to the fullest extent permitted by law or the
Company's Articles of Incorporation or Bylaws, for all expenses and damages,
if any, incurred by the defendants in this proceeding, subject to certain
exceptions. The Company has no indemnification obligation, other than to
advance litigation expenses, until a final judgment is entered or a settlement
is reached. At this time, the extent of the Company's indemnification
obligation, if any, cannot be reasonably estimated. The Company believes that
there is a substantial likelihood that if the jury verdict is substantially
reduced, the resulting amount to be paid to the plaintiffs for their shares
will not exceed the fair market value of the shares to be acquired by the
defendants. In such event, the defendants may choose to acquire the shares
without making indemnification claims against the Company. No provision has
been made in the Company's financial statements for any possible
indemnification claims. If the jury verdict in this case is significantly
reduced, the Company believes that it can satisfy its indemnification
obligations, if any. Before the Company will have any indemnification
obligations, a final judgment must be entered against the defendants, the
defendants must request indemnification from the Company, and a determination
must be made under Nevada law as to the validity of the indemnification
claims. If valid indemnification claims are made, the Company believes that it
has various means of financing any such indemnification obligations consistent
with its existing credit agreements, or, in the alternative, the Company may
seek the waiver or amendment of certain of the provisions of one or more of
its credit agreements when the indemnification obligations are determined. The
Company believes, but no assurance can be given, that it can obtain any
necessary waivers or amendments. The Company does not believe that in such
event there would be a material adverse effect on its earnings, financial
position, or cash flows. If the jury verdict is not significantly reduced and
any resulting judgment is not stayed by appeal or other proceedings, the
Company may be unable to satisfy its indemnification obligations if valid
indemnification claims are made. There can be no assurance that the jury
verdict will be significantly reduced. With respect to the Company's
obligation to advance litigation expenses, a dispute exists between the
Company and Paul F. Shoen wherein Paul F. Shoen alleges that the Company has
refused to fully advance his expenses in connection with the above litigation.
The Company disagrees with his contention. Paul F. Shoen advised that he
intends to file a lawsuit against the Company seeking an unspecified amount of
money as litigation expense advancements. The Company is unable to predict
whether a lawsuit will be filed or if filed, the outcome of such lawsuit.
Selling Stockholder, Paul F. Shoen and the Company are parties to separate
Share Repurchase and Registration Rights Agreements which require all disputes
relating thereto to be resolved by arbitration. On April 8, 1994, Selling
Stockholder and Paul F. Shoen commenced the dispute resolution process. Private
arbitration proceedings pursuant to these agreements were convened on June 19,
1994. In the arbitration, the Selling Stockholder asserts that the Company has
breached its obligations to her by failing to timely register the sale of her
shares pursuant to this Prospectus and by failing to remove the right of first
refusal on all Company common stock. Paul F. Shoen asserts that the Company has
breached its obligations to him by failing to timely consummate the purchase
from him of 58,823 shares of Company common stock for an aggregate purchase
price of $1,000,000 and, on an anticipatory basis, by failing to remove the
right of first refusal on all of the Company's outstanding common stock. The
ESOP Trust purchased 58,823 shares from Paul F. Shoen on June 30, 1994. Selling
Stockholder and Paul F. Shoen assert that, as a consequence of these alleged
breaches, they are entitled to give notice of termination of the Stockholder
Agreement described under "Principal Stockholders." The Company disagrees with
the above assertions. Selling Stockholder gave such notice of termination on
July 11, 1994. The arbitration hearings concluded on August 21, 1994 and the
arbitration panel is expected to render a decision on December 1. 1994. See
"Risk Factors -- Existing Management -- Potential Change in Control."
The Company, the Company's Board of Directors, the ESOP, and the ESOP
Trustee are defendants in an action currently pending in United States
District Court for the District of Nevada entitled Paul F. Shoen v.
AMERCO, et al., No. CV-N-94-475-DWH, instituted July 19, 1994. Paul F.
Shoen alleges among other things that the defendants have solicited
proxies in connection with the Company's annual meeting by means of
false and misleading proxy materials, that the Company has violated the
proxy rules, and that the ESOP Trustee has prevented him from
communicating with participants in the ESOP. The Court on July 20, 1994
issued a temporary restraining order enjoining the Company's Annual
Meeting of Stockholders, scheduled for July 21, 1994. On October 6,
1994, the Court issued a Memorandum and Order entering a preliminary
injunction in this case. In the Order entering the preliminary
injunction, the Court stated that it found it overwhelmingly likely that
Paul F. Shoen would prevail on the merits of the case since it appeared
likely to the Court that the Company's Board of Directors had breached
its fiduciary duties by advancing the annual meeting date, the Company
and the ESOP Trustee had violated certain Commission Proxy Rules, and
the ESOP Trustee had breached its fiduciary duties under ERISA. The
Court ordered that the current ESOP Trustee be replaced with three
neutral trustees and that the new trustees immediately send a "curative"
letter to all ESOP participants telling them to disregard any materials
sent to them thus far, that any voting directions they may have given to
the former trustee are void, and that the election process will begin
anew. The Court enjoined the Company's Annual Meeting of Stockholders
for a period of at least 45 days from the date neutral trustees are
appointed and enjoined the Company, the Board of Directors, the ESOP,
and the ESOP Trustee from committing further violations of the federal
securities laws. Additionally, the Court ordered the Company to comply
with the Commission's filing requirements, to re-solicit proxies, to
re-start the annual meeting process, and to appoint an independent firm
to tabulate proxies. The Company has joined in motions filed by the ESOP
Trustee to appeal the Court's order to the Ninth Circuit. On October 24,
1994, the Court amended its Memorandum and Order to provide that the new
trustees shall act as trustees only until the 1994 Annual Meeting of
Stockholders is held and only with respect to pass-through and discretionary
voting of shares held by the ESOP trust.
The Company and its subsidiaries are defendants in a number of suits and
claims incident to the type of business conducted and several administrative
proceedings arising from state and local provisions that regulate the removal
and/or clean up of underground fuel storage tanks. It is the opinion of
management that none of the suits, claims or proceedings involving the Company,
individually or in the aggregate, are expected to result in any material loss
and, accordingly, no provision has been made in the financial statements
included herein.
ENVIRONMENTAL MATTERS
UNDERGROUND STORAGE TANKS
The Company owns properties that, as of June 30, 1994, contained a total of
approximately 1,500 underground storage tanks ("USTs"). The USTs are used to
store various petroleum products, including gasoline, fuel oil, and waste oil.
The USTs are subject to various federal, state, and local laws and regulations
that require testing and removal of leaking USTs, and remediation of polluted
soils and groundwater under certain circumstances. In addition, if leakage from
USTs has migrated, the Company may be subject to civil liability to third
parties. In fiscal years 1990 through 1994, the Company incurred expenditures
totaling approximately $16.5 million for removal and remediation of
approximately 1,229 USTs, a portion of which may be recovered from insurance and
certain states' funds for the removal of USTs. Expenditures incurred through the
end of fiscal 1994 may not be representative of future experience. Although the
Company believes that compliance with laws and regulations, and cleanup and
liability costs related to USTs will not have a material adverse effect on the
Company's financial condition or operating results, there can be no assurance
that this will be the case.
In fiscal 1989, the Company instituted a program to test its USTs for
leakage and to remove all but approximately 100 of the approximately 2,755 USTs
then existing by the year 2000. The approximately 100 USTs expected to remain at
the conclusion of the Company's testing and removal program are currently
anticipated to consist primarily of waste oil tanks not required to be removed
under current laws and regulations and gasoline tanks located at its remote
rental locations where their use is deemed necessary to service the Company's
moving customers. The Company currently budgets $3 million annually for UST
testing, removal, and remediation. The Company treats these costs as capital
costs to the extent that they improve the safety or efficiency of the associated
properties as compared to when the properties were originally acquired or if the
costs are incurred in preparing the properties for sale.
FEDERAL SUPERFUND SITES
The Company has been named as a "potentially responsible party" ("PRP") with
respect to the disposal of hazardous wastes at fifteen federal or state
superfund hazardous waste sites located in twelve states. Under applicable laws
and regulations the Company could be held jointly and severally liable for the
costs to clean-up these sites. Currently, the Company has entered into buyout
agreement settlements for seven of the sites and one site is under negotiation
for settlement. Four of the sites have been inactive for more than two years and
two of the sites have been disputed by the Company with no response for more
than two years. One site is under state clean-up direction. Based upon the
information currently available to the Company regarding these fifteen sites,
the current anticipated magnitude of the clean-up, the number of PRPs, and the
volumes of hazardous waste currently anticipated to be attributed to the Company
and other PRPs, the Company believes its share of the cost of investigation and
clean-up at the fifteen superfund sites will not have a material adverse effect
on the Company's financial condition or operating results. In addition, the
Company believes that insurance coverage may be available to cover all or some
of the cost with respect to these sites.
WASHINGTON STATE HAZARDOUS WASTE SITES
The Company owns property within two state hazardous waste sites in the
State of Washington. The Company owns a parcel of property in Yakima, Washington
that is believed to contain elevated levels of pesticide and other contaminant
residue as a result of onsite operations conducted by one or more former owners.
The State of Washington has designated the property as a state hazardous waste
site known as the "Yakima Valley Spray Site." The Company has been named by the
State of Washington as a "potentially liable party" ("PLP") under state law with
respect to this site. The Company, together with eight other companies and
persons, has formed a committee that has retained an environmental consultant.
The process of site assessment on the Yakima Valley Spray Site is in its early
stages and, based upon the information currently available to the Company
regarding the volume and nature of wastes present, the Company is unable to
reasonably assess the potential investigation and clean-up costs, but the costs
could be substantial. Although the Company has entered into an agreement with
such other companies and persons under which the Company has assumed
responsibility for 20% of the costs to investigate the site, no agreement among
the parties with respect to clean-up costs has been entered into at the date of
this Prospectus.
In addition, the Company has been named by the State of Washington as a PLP
along with 12 other PLPs with respect to another state-listed hazardous waste
site known as the "Yakima Railroad Site." The Yakima Valley Spray Site is
located within the Yakima Railroad Site. The Company has been notified that the
Yakima Railroad Site involves potential groundwater contamination in an area of
approximately two square miles. The Company has contested its designation as a
PLP at this site, but, at the date of this Prospectus, no formal ruling has been
issued in this matter.
In February 1992, the State of Washington issued an enforcement order to the
Company and eight other parties requiring conduct of an interim remedial action
involving the provision of bottled water to households that obtain drinking
water from wells within the Yakima Railroad Site. Without conceding any
liability, the Company and several of the other PLPs have implemented the
bottled water program. The State of Washington has stated its intention to
expand the existing municipal water system to supply municipal water to those
households currently receiving bottled water, and it is estimated that the cost
thereof will be approximately $6 million, with such cost being allocated among
the PLPs.
In addition, there will be costs associated with remedial measures to
address the regional groundwater contamination issue. The process of site
assessment on the Yakima Railroad Site is in its early stages and, based upon
the information currently available to the Company regarding the volume and
nature of wastes present, the Company is unable to reasonably assess the
potential investigation and clean-up costs, but the costs could be substantial.
Moreover, the investigative and remedial costs incurred by the State can be
imposed upon the Company and any other PLP as a joint and several liability. At
the date of this Prospectus, other than the indication of the expansion of the
municipal water system, there has been no formal indication from the State of
Washington of its intentions regarding future cost recoveries at the Yakima
Railroad Site.
OTHER
The Company owns 7 facilities that manufacture and assemble various
components of the Company's equipment. In addition, the Company owns various
facilities engaged in the maintenance and servicing of its equipment. Various
individual properties owned and operated by the Company are subject to various
state and local laws and regulations relating to the methods of disposal of
solvents, tires, batteries, antifreeze, waste oils and other materials.
Compliance with these requirements is monitored and enforced at the local level.
Based upon information currently available to the Company, compliance with these
local laws and regulations has not had, and is not expected to have, a material
adverse effect on the Company's financial condition or operating results.
The Company currently leases approximately 179 properties to various
businesses. The Company has a policy of leasing properties subject to an
environmental indemnification from the lessee for operations conducted by the
lessee. It should be recognized, however, that such indemnifications do not
cover pre-existing conditions and may be limited by the lessee's financial
capabilities. In any event, to the extent that any lessee does not perform any
of its obligations under applicable environmental laws and regulations, the
Company may remain potentially liable to governmental authorities and other
third parties for environmental conditions at the leased properties.
Furthermore, as between the Company and its lessees, disputes may arise as to
allocations of liability with respect to environmental conditions at the leased
properties.
Finally, it should be recognized that the Company's present and past
facilities have been in operation for many years and, over that time in the
course of those operations, some of the Company's facilities have generated,
used, stored, or disposed of substances or wastes that are or might be
considered hazardous. Therefore, it is possible that additional environmental
issues may arise in the future, the precise nature of which the Company cannot
now predict.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information about the current
directors and executive officers of the Company effective August 31, 1994.
Name Age Office
- ---- ------ ------
Edward J. Shoen (1)(2) 45 Chairman of the Board and President
Mark V. Shoen 43 Director
James P. Shoen 34 Director and Vice President
William E. Carty (1) 67 Director
John M. Dodds 57 Director
Charles J. Bayer (2) 54 Director
Richard J. Herrera 40 Director
Aubrey K. Johnson (1)(2) 72 Director
Gary B. Horton 51 Treasurer
Gary V. Klinefelter 46 Secretary
John A. Lorentz 67 Assistant Secretary
Rocky D. Wardrip 36 Assistant Treasurer
George R. Olds 52 Assistant Secretary
- ----------
(1) Member of the Audit Committee
(2) Member of Executive Finance Committee
Edward J. Shoen has served as a Director and Chairman of the Board of the
Company since December 1986, as President since June 1987, as a Director of
U-Haul since June 1990, and as the President of U-Haul since March 1991. Mr.
Shoen has been associated with the Company since May 1971.
Mark V. Shoen has served as a Director of the Company since April 1990. He
is a Director of U-Haul, and served as President of U-Haul from June 1990 to
March 1991. From June to August 1987, he was Assistant to the President of the
Company with responsibilities relating to product. He served from August 1987 to
December 1990 as President of A&M Associates, Inc., a wholly-owned subsidiary of
U-Haul. He served from December 1990 to the present as Executive Vice President
of Product for U-Haul.
James P. Shoen, a Director of the Company since December 1986, Vice
President of the Company since May 1989, and a Director of U-Haul since June
1990, has been associated with the Company since July 1976. He was employed as a
Center General Manager with U-Haul Co. of San Francisco from 1981 to 1989. From
March 1989 to March 1990 he served as the Director of the U-Haul Technical
Services Center. He has served from April 1990 to present as Executive Vice
President of U-Haul.
William E. Carty, a Director of the Company since May 1987 and a Director of
U-Haul since June 1990, has been associated with the Company since 1946. He has
served in various executive positions in all areas of the Company. He served
most recently as product director. Mr. Carty retired from the Company in
December 1987.
John M. Dodds, a Director of the Company since September 1987, Vice
President of U-Haul from June 1990 until July 1994, and Director of U-Haul since
June 1990, has been associated with the Company since 1963. He served in
regional field operations until December 1986. Mr. Dodds retired from the
Company in May 1994.
Charles J. Bayer has been associated with the Company since 1967. He has
served in various executive positions and has served as President of Amerco Real
Estate since September 1990. He also served as a Director of U-Haul from July
1988 until June 1990, Product Director for U-Haul from January 1988 to August
1990, the Director of Finance and Administration for the U-Haul Technical Center
from 1986 to 1988, and the Manager of Repair and Maintenance of the Company from
1984 to 1986.
Richard J. Herrera, a Director of the Company since September 1991, has been
a Director of U-Haul since June 1990, and has been associated with the Company
since April 1988. He is presently the Vice President of Marketing, Retail Sales,
for U-Haul.
Aubrey K. Johnson was a director of the Company from 1987 until 1991. From
1991 until his re-election to the Board in August 1993, he served as a
consultant and advisor to various organizations and individuals.
Gary B. Horton has been associated with the Company since October 1969. He
has served as Treasurer since 1982. His previous positions include Treasurer of
U-Haul.
Gary V. Klinefelter, Secretary of the Company since July 1988, and Secretary
of U-Haul since June 1990, is licensed as an Attorney at Law in the State of
Arizona and has served as General Counsel for the Company since June 1988.
John A. Lorentz, Assistant Secretary of the Company since July 1988, and
Assistant Secretary of U-Haul since June 1990, is licensed as an Attorney at Law
in the State of Oregon and has been associated with the Company since September
1953. His previous positions include Secretary of the Company and of U-Haul.
Rocky D. Wardrip, Assistant Treasurer of the Company since September 1990,
has been associated with the Company since 1978 in various capacities within
accounting and treasury operations. Mr. Wardrip was previously Assistant
Treasurer of U-Haul from 1988 to 1990.
George R. Olds, Assistant Secretary of the Company and U-Haul since February
1993, has been associated with the Company since 1975 as a member of the U-Haul
legal department specializing in taxation.
OTHER KEY EMPLOYEES
Donald W. Murney has been Treasurer of U-Haul since June 1990. He was
previously employed as the Senior Vice President and Chief Financial Officer of
Conry Financial Services.
Henry E. Martin joined the Company in 1973 and has served in various
capacities in the insurance subsidiaries since 1975. He is currently President
of Ponderosa.
The Company does not have a compensation committee. Compensation decisions
are made by the full Board of Directors. The Audit Committee makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the Company's financial statements for each interim period and
reviews and evaluates the Company's internal audit and control functions. The
Executive Finance Committee supervises the financial affairs of the Company and,
among other things, has the power to give final approval for the borrowing of
funds on behalf of the Company without further action or approval of the Board
of Directors.
PRINCIPAL STOCKHOLDERS
INSIDE STOCKHOLDER GROUP
Three of the Company's eight directors, Edward J. Shoen, Mark V. Shoen, and
James P. Shoen, as well as the Selling Stockholder, Paul F. Shoen, Oxford (as
trustee) and the ESOP Trustee, are members of the Inside Stockholder Group that
on the date of this Prospectus votes approximately 47.6% of the Company's
outstanding voting stock. If Selling Stockholder and Paul F. Shoen are
successful in leaving the Inside Stockholder Group, then the other current
members of the Inside Stockholder Group will control approximately 33.0% of the
Company's outstanding voting stock. See "Risk Factors --Existing
Management -- Potential Change in Control."
The number of shares controlled by the Inside Stockholder Group includes
shares beneficially owned by Edward J. Shoen (3,483,681); Mark V. Shoen
(3,475,520); James P. Shoen (2,278,814); Paul F. Shoen (3,419,690); Sophia M.
Shoen (2,213,472); certain Irrevocable Trusts for which Oxford Life Insurance
Company acts as trustee (1,605,340); and The ESOP Trust (1,907,714).
Term
The members of the Inside Stockholder Group are parties to a stockholder
agreement, dated as of May 1, 1992, as amended (the "Stockholder Agreement"),
that restricts the disposition of the parties' shares of common stock to certain
types of permitted dispositions. The Stockholder Agreement will expire on March
5, 1999, unless earlier terminated.
Voting of Shares
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 of the date of this Prospectus, Edward J. Shoen,
Mark V. Shoen, and James P. Shoen, each of whom is a director of the Company,
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. However, one member of the Inside Stockholder Group, the ESOP
Trustee, is required to act as a member of the Inside Stockholder Group only
if the other members of the Inside Stockholder Group provide the ESOP Trustee
with an opinion of counsel satisfactory to the ESOP Trustee that such act
shall not result in a violation of ERISA or the IRC. If the other members of
the Inside Stockholder Group are unable to furnish such an opinion, it is
unclear whether or not the ESOP Trustee could vote other than as part of the
Inside Stockholder Group. Assuming the Underwriters do not exercise their
over-allotment option, the Inside Stockholder Group upon completion of the
offering of the Securities would control approximately 41.3% of the Company's
voting stock without counting shares held by the ESOP Trustee. See "Risk
Factors -- Existing Management -- Potential Change in Control -- Replacement
of ESOP Trustee" and "Business -- Litigation."
ESOP
On March 16, 1973, the Company established the AMERCO Profit Sharing
Retirement Trust (the "Profit Sharing Plan") for certain of its employees. The
Profit Sharing Plan was subsequently amended from time to time. Effective April
1, 1984, the Company established the AMERCO Employee Savings and Protection Plan
(the "Savings Plan") to permit employee contributions to be made on a favorable
tax basis through utilization of the provisions of Section 401(k) of the
Internal Revenue Code. The Savings Plan was subsequently amended from time to
time. Effective January 1, 1988, the Profit Sharing Plan and the Savings Plan
were merged to form a single plan called the AMERCO Retirement Savings and
Profit Sharing Plan.
The AMERCO Retirement Savings and Profit Sharing Plan was amended and
restated in its entirety to form the ESOP, effective as of July 24, 1988, by
adding an "employee stock ownership plan" (as defined in Section 407(d)(6) of
ERISA and Section 4975(e)(7) of the IRC component, which component is designed
to invest primarily in "qualifying employer securities" of the Company. The ESOP
Trust holds shares of the Company's common stock. As of August 25, 1994, shares
of the Company's common stock held by the ESOP Trust were allocated to 5,460
Company employees and as of such date 6,364 Company employees were eligible to
participate in the ESOP. The Company makes periodic contributions to the ESOP
Trust, which contributions are used to purchase Company common stock. Under the
terms of the ESOP, the Company's common stock is appraised annually. The most
recent such appraisal, dated as of December 31, 1993, was conducted by American
Appraisal Associates. As of December 31, 1993, the Company's common stock was
valued at $20 per share and was discounted 15% because of a lack of
marketability for a value of $17 per share.
ESOP Trust; Release of Shares from Stockholder Agreement
Prior to the issuance of the Series A 8-1/2% Preferred Stock in
October 1993 the ESOP Trustee had the power to vote all common stock held in the
ESOP Trust in its discretion (other than with respect to certain significant
corporate transactions such as mergers or consolidations, recapitalizations,
and sales of all or substantially all of the assets of the Company). Under the
ESOP, if the Company has outstanding a "registration-type class of
securities," which includes the Series A 8-1/2% Preferred Stock, each
participant (or such participant's beneficiary) in the ESOP may direct the
ESOP Trustee with respect to the voting of all common stock allocated to the
participant's account. All shares in the ESOP Trust not allocated to
participants continue to be voted by the ESOP Trustee in accordance with the
Stockholder Agreement. See "Principal Stockholders -- Inside Stockholders
Group -- Voting of Shares." As of August 31, 1994, of the 2,994,655 shares of
Company common stock held by the ESOP Trust, 1,086,941 shares were allocated
to participants and 1,907,714 shares remained unallocated. Of the 1,086,941
allocated shares, approximately 6,643 shares are allocated to members of the
Inside Stockholder Group, which shares shall be voted together with the
unallocated shares and the other shares held by the members of the Inside
Stockholder Group in accordance with the terms of the Stockholder Agreement.
Therefore, as of the date of this Prospectus, without giving effect to the
matters discussed in the succeeding subsection, the Inside Stockholder Group
controls approximately 47.6% of the Company's outstanding common stock.
Additional shares of common stock not presently allocated to participants'
accounts in the ESOP Trust will be allocated as certain debt obligations of
the ESOP Trust are repaid, resulting in a further reduction in the number of
common shares subject to the Stockholder Agreement. As a result of the
foregoing, there can be no assurance that the Inside Stockholder Group will be
able to continue to elect directors acceptable to it to the Company's Board of
Directors or that the Company's current management will remain in place;
however, the Company's four-class Board of Directors may delay the
effectiveness of any change in management. See "Certain Provisions That May
Limit Changes in Control."
Registration Rights; Release of Shares from Stockholder Agreement
Subject to certain limitations and restrictions, Paul F. Shoen and Selling
Stockholder, who are currently members of the Inside Stockholder Group, may
elect to cause the Company to effect a registration under the Securities Act and
applicable state securities laws of all or a part (but not less than 100,000
shares) of the shares of common stock held by each of them. Selling Stockholder
has elected to require the Company to register 500,000 shares of Company's
common stock for public sale pursuant to this registration statement. On
September 1, 1994, Paul F. Shoen demanded such registration. Subject to certain
limitations, the Company is required to effect registration of those shares on
or before March 1, 1995, unless certain conditions specified in the Share
Repurchase and Registration Rights Agreement occur. No more than two such
registrations may be demanded by either Paul F. Shoen or Selling Stockholder.
The Stockholder Agreement permits the disposition of any shares pursuant to a
registered public offering under the Securities Act. All registered shares, when
sold, will be released from the Stockholder Agreement. As of the date of this
Prospectus, upon the sale of the Securities offered hereby and assuming the
Underwriters to not exercise their over-allotment option, the Inside
Stockholder Group would control the vote of approximately 46.3% of the Company's
common stock. Assuming that Paul F. Shoen and Selling Stockholder sold all of
their respective shares pursuant to this and subsequent registration requests,
the Inside Stockholder Group would control the vote of approximately 33.0% of
the Company's common stock. As a result, there can be no assurance that the
shares of common stock held by Paul F. Shoen and Selling Stockholder will remain
subject to the Stockholder Agreement. For this reason, there can be no assurance
that the Company's current management will remain in place. See "Business --
Litigation" for a description of arbitration proceedings whereby Selling
Stockholder and Paul F. Shoen have asserted claims, which are disputed by the
Company, that the Stockholder Agreement is terminated because of the Company's
alleged failure to timely register their shares of common stock.
OUTSIDE STOCKHOLDER GROUP
Certain other stockholders are members of the Outside Stockholder Group that
votes approximately 49.1% of the Company's outstanding voting stock.
Members
The Outside Stockholder Group controls 18,254,596 shares of the Company's
common stock pursuant to the stockholder agreement described below and 734,376
shares of the Company's common stock pursuant to several trusts described below.
The number of shares controlled by the Outside Stockholder Group includes shares
beneficially owned by Samuel W. Shoen (4,041,924); Michael L. Shoen (4,035,924);
Mary Anna Shoen-Eaton (3,343,076); Cecilia M. Shoen-Hanlon (2,331,984); Katrina
M. Carlson (2,016,624); Theresa M. Shoen (1,651,644); and Leonard S. Shoen
(833,420).
Term
The members of the Outside Stockholder Group are parties to a fourth amended
stockholder agreement, dated June 20, 1994, that provides for the voting of the
subject shares. The original agreement was dated July 17, 1988. Unless earlier
terminated by a majority of the stockholders, the agreement will terminate on
January 1, 2001.
Voting of Shares
All of the shares subject to the agreement are voted at the direction of a
majority of the stockholders (on the basis of one vote per stockholder) party to
the agreement. Leonard S. Shoen, Michael L. Shoen, and Theresa M. Shoen have
each been granted a proxy to vote the shares as agreed upon by a majority of the
stockholders.
Control of Trust for Minor Children
The Company has been advised that four trusts for the benefit of Leonard S.
Shoen's minor children are the record owners of an aggregate of 734,376 shares
of the Company's voting stock representing 1.9% of the Company's voting stock.
Samuel W. Shoen and Michael L. Shoen, who are members of the Outside Stockholder
Group, are co-trustees for the trusts and vote such shares in their discretion.
Director Nominations
The Outside Stockholder Group has nominated Samuel W. Shoen, Theresa M.
Shoen, and Ronald Belec to replace Edward J. Shoen, Mark V. Shoen, and Aubrey
K. Johnson on the Company's Board of Directors. The following information
about the director nominees is based upon information furnished to the Company
by such nominees.
Samuel W. Shoen, age 49, has been engaged in the occupation of private
investor since March 1, 1993 and served in the capacities of employee, officer,
and director of the Company at various times from 1973 to 1987.
Theresa M. Shoen, age 30, has been employed for the past 5 years as manager,
waitress, and general help at Baby Kay's restaurant in Scottsdale, Arizona and
served as a director of the Company from 1982 to 1984.
Ronald Belec, age 47, is currently employed by ABC, Inc., a courier service
in Seattle, Washington.
CERTAIN PROVISIONS THAT MAY LIMIT CHANGES IN CONTROL
Certain provisions summarized below may have the effect of delaying,
deferring, or preventing a change in control of the Company.
The Articles of Incorporation of the Company (the "Articles") provide for
the Board of Directors to be divided into four classes of directors serving
staggered four-year terms. As a result, approximately one-fourth of the Board of
Directors will be elected each year. Moreover, under the Nevada General
Corporation Law, an affirmative vote of holders of two-thirds of the then
outstanding stock entitled to vote is required to remove a director. This
provision, when coupled with the provision of the Articles authorizing only the
Board of Directors to fill vacant directorships, may hinder the removal of
incumbent directors by stockholders entitled to vote and the simultaneous
election of new directors by such stockholders to fill the vacancies created by
such removal unless Selling Stockholder and Paul F. Shoen are successful in
leaving the Inside Stockholder Group.
Moreover, (i) the Company's Bylaws grant the Company a right of first
refusal exercisable in connection with any sale of outstanding shares of the
Company's common stock (however, the Company has received a stockholder proposal
to be acted upon at the Company's Annual Meeting of Stockholders to eliminate
the right of first refusal from the Company's Bylaws. See "Risk Factors --
Existing Management -- Potential Change in Control."), (ii) the Articles require
holders of two-thirds of the then outstanding shares of common stock to amend
certain provisions of the Articles, including the classified board provision, to
amend the Bylaws, and to approve certain transactions with, among others,
holders of five percent of any class of voting stock of the Company, (iii) the
Articles prohibit stockholder action by written consent, and (iv) certain of the
Company's credit agreements contain provisions that could require the prepayment
of all monies outstanding thereunder upon a "change in control." With the
exception of (iv) above, each of these provisions could be amended if Selling
Stockholder and Paul F. Shoen are successful in leaving the Inside Stockholder
Group. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations --Liquidity and Capital Resources -- Credit Agreements."
See "Risk Factors -- Ability to Issue Serial Common Stock and Preferred
Stock" regarding the potential anti-takeover effects of the Board of Directors'
ability to issue serial common stock and preferred stock and to fix the rights,
preferences, privileges and restrictions, including voting rights, of those
shares without any further vote or action by the stockholders.
The Board of Directors has adopted a stockholder rights plan. Pursuant to
the plan, rights have been distributed to the holders of the common stock of the
Company that entitle such holders to purchase from the Company one one-hundredth
of a share of the Company's Series C Preferred Stock at an exercise price of
$15,000 per share (the price per share and the exercise price are subject to
adjustment). See Note 15 to Notes to Consolidated Financial Statements. The
rights become exercisable if any person or group of affiliated or associated
persons becomes the beneficial owner of fifty percent or more of the Company's
common stock without approval of a majority of the disinterested members of the
Board of Directors (as defined in the plan); such person being defined as an
"acquiring person." Upon the occurrence of an Affiliate Merger or Triggering
Event (certain transactions defined in the plan involving an acquiring person),
each right entitles its holder to purchase, for the exercise price, that number
of shares of common stock of the Company having a value equal to twice the
exercise price. Upon the occurrence of a Business Combination (as defined in the
plan), each right entitles its holder to purchase, for the exercise price, that
number of shares of common stock of the acquiring or surviving company having a
value equal to twice the exercise price. The rights will expire on July 29,
1998, unless earlier redeemed by the Company pursuant to authorization by a
majority of the disinterested Board.
CERTAIN TRANSACTIONS
On August 24, 1994, the Company entered into an Exchange Agreement with
Edward J. Shoen, the Company's Chairman of the Board and President. In exchange
for 3,483,681 shares of Common Stock owned by Edward J. Shoen, the Company
issued 3,483,681 shares of Series A Common Stock to him. See "Description of
Capital Stock -- Common Stock."
Through the second quarter of fiscal 1995, a subsidiary of the Company
loaned SAC Self-Storage Corporation a total of approximately $32.5 million for
the purchase of self-storage properties, which are being operated by the
Company pursuant to management agreements. SAC Self-Storage Corporation is
owned by Edward J. Shoen, Mark V. Shoen, and James P. Shoen who are all major
stockholders and directors of the Company. The terms of these loans are
comparable to similar loans made to unaffiliated parties. Accordingly, the
Company believes that these loans were consummated with security and on terms
substantially equivalent to those that prevail in arm's-length transactions.
The Company expects to make additional similar loans to SAC Self-Storage
Corporation, but the Company does not expect aggregate loans to SAC
Self-Storage Corporation to exceed $50 million.
SELLING SECURITY HOLDER
The common stock offered hereunder is held by Selling Stockholder. Selling
Stockholder currently owns 2,213,472 shares of common stock directly and 108,891
shares of common stock indirectly through Oxford Life Insurance Company, Trustee
under that certain Irrevocable Trust dated December 20, 1982 (Sophia M. Shoen,
Grantor) (the "Irrevocable Trust"). Five hundred thousand shares of common stock
are offered hereunder. After the sale of the Securities, assuming the
Underwriters do not exercise their over-allotment option, Selling Stockholder
will own 1,713,472 shares directly (4.43%) and 108,891 shares indirectly
(0.28%).
The Selling Stockholder opposes the current management of the Company. On
May 4, 1994 Selling Stockholder nominated herself for election to the
Company's Board of Directors.
In recent years, Selling Stockholder has been involved in several
transactions with the Company, both individually and through affiliates. A tow
dolly fleet owned by Samlo, a partnership in which Selling Stockholder is a
partner, generated net operating revenues from the Company of $65,000, $78,000,
and $109,000 for the years ended March 31, 1994, 1993, and 1992, respectively.
On September 1, 1993, the Company, Sophmar, Inc., a corporation controlled
by Selling Stockholder, and Sophmar Acquisition, Inc., a subsidiary of the
Company ("S.A.") entered into an Agreement and Plan of Merger pursuant to which
S.A. merged into Sophmar, Inc., and Sophmar, Inc. became a wholly-owned
subsidiary of the Company. In exchange for Sophmar, Inc.'s capital stock, the
stockholders of Sophmar, Inc. (Selling Stockholder and the Irrevocable Trust)
collectively received 2,500,920 shares of common stock, the same number of
shares of common stock held by Sophmar, Inc. Selling Stockholder received
2,392,029 of these shares and the Irrevocable Trust received 108,891 of the
shares.
The merger described in the preceding paragraph was effected in accordance
with the terms of a Merger Option Agreement, dated as of May 1, 1992, among
Selling Stockholder, Sophmar, Inc., and the Company (the "Sophmar Merger Option
Agreement"). The Sophmar Merger Option Agreement required the Company to cause a
subsidiary of the Company to be merged with or into Sophmar, Inc. at its
request. The Company conditioned these merger rights on Selling Stockholder and
Sophmar, Inc. entering into an agreement that, among other things, prohibits
Selling Stockholder and Sophmar, Inc. directly or indirectly from offering,
selling, pledging, or otherwise disposing of any shares of common stock or
securities convertible into or exchangeable for common stock prior to March 1,
1999. This prohibition does not apply, however, to sales of securities pursuant
to a registered offering and limited sales of securities that are designed not
to disrupt a public offering of securities by the Company, including sales
pursuant to Rule 144. With certain limitations, the Company has agreed to
indemnify Sophmar, Inc. and Selling Stockholder for liabilities arising out of
the merger.
Pursuant to a Share Repurchase and Registration Rights Agreement, dated as
of May 1, 1992 (the "Registration Rights Agreement"), among Selling Stockholder,
Sophmar, Inc., and the Company, Selling Stockholder was given the right to
require the Company to repurchase, with certain limitations, up to $3,000,000 of
common stock owned by her. The Registration Rights Agreement provides that the
Company's obligations to repurchase any shares from Selling Stockholder shall be
satisfied if such shares are purchased by the ESOP Trust. The Registration
Rights Agreement restricts the disposition of common stock held by Selling
Stockholder. Pursuant to the Registration Rights Agreement (i) on May 15, 1992
Sophmar, Inc. sold 9,260 shares of common stock to the ESOP Trust at the then
appraised value of $10.80 per share for an aggregate sales price of
approximately $100,000, (ii) on September 29, 1993, Selling Stockholder sold
90,322 shares of common stock to the ESOP Trust at the then appraised value of
$15.50 per share for an aggregate sales price of approximately $1,400,000, and
(iii) on June 30, 1994, Selling Stockholder sold 88,235 shares of common stock
to the ESOP Trust at the most recent (December 31, 1993) appraised value of
$17.00 per share for an aggregate sales price of approximately $1,500,000.
Selling Stockholder, subject to certain limitations and restrictions, may elect
to cause the Company to effect a registration under the Securities Act and
applicable state securities laws of shares of common stock held by her. Selling
Stockholder gave notice of exercise of her registration right to register the
500,000 of the shares of common stock registered hereunder in October, 1993.
Pursuant to a Management Consulting Agreement, dated as of May 1, 1992,
Selling Stockholder agreed to provide environmental and other consulting
services to the Company. In consideration for these services, the Company paid
Selling Stockholder a yearly fee of $100,000. The Management Consulting
Agreement was scheduled to expire on May 1, 1994. However, Selling Stockholder
has asserted that the Management Consulting Agreement, according to its terms,
may be extended for up to an additional year because of the Company's alleged
failure to timely register the sale of her shares pursuant to this Prospectus.
The Company disputes Selling Stockholder's allegation and the matter is the
subject of the arbitration proceedings described in "Business -- Litigation."
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company's Restated Articles of Incorporation authorize the issuance of
150,000,000 shares of Common Stock with a par value of $0.25 per share and
150,000,000 shares of serial common stock, in one or more series, and with such
voting powers, designations, preferences, limitations, restrictions, and
relative rights as the Board of Directors of the Company may determine. As of
the date of this Prospectus, there are 29,426,048 issued and outstanding shares
of the Company's Common Stock and 9,238,015 issued and outstanding shares of
Series A Common Stock. All of the Series A Common Stock is held by Mark V.
Shoen, Executive Vice-President of Product for U-Haul International, Inc. and a
Director of the Company, James P. Shoen, a Vice-President and Director of the
Company, and Edward J. Shoen, Chairman of the Board and President of the
Company. The Series A Common Stock is not convertible into Common Stock and
votes together as a single class with the Common Stock on all matters. See
"Risk Factors -- Ability to Issue Serial Common Stock and Preferred Stock" for
a discussion of the potential anti-takeover effects of the Board's ability to
issue serial common stock and preferred stock.
Dividends
Holders of shares of the common stock are entitled to receive dividends
payable when and as declared by the Board of Directors out of funds legally
available therefor. The Company does not have a formal dividend policy. The
Company's Board of Directors periodically considers the advisability of
declaring and paying dividends in light of existing circumstances. See
"Stockholder Matters."
The Company is restricted in the amount of dividends that it may issue or
pay pursuant to covenants contained in its credit agreements. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources -- Credit Agreements." At the date of this
Prospectus, the most restrictive of such covenants provides that the Company may
pay cash dividends on its capital stock only in an amount not exceeding, in the
aggregate, computed on a cumulative basis, the sum of (i) $15 million and (ii)
50% of consolidated net income computed on a cumulative basis for the entire
period subsequent to March 31, 1993 (or if such consolidated net income is a
deficit figure, then minus 100% of such deficit); provided such dividend is paid
within 60 days of being declared. At June 30, 1994, the aggregate amount
available for dividends on common stock after providing for dividends on the
Series A 8-1/2% Preferred Stock was approximately $38.7 million.
Voting
Each share of common stock entitles the holder to one vote in the election
of directors and other corporate matters. The Company's Board of Directors is
classified into four (4) classes. Voting rights are non-cumulative. For a
description of articles of incorporation and bylaw provisions that would have
the effect of delaying, deferring or preventing a change in control of the
Company see "Certain Provisions that May Limit Changes in Control."
No Prior Public Market for Company's Common Stock
Prior to this offering, there has been no public market for any of the
Company's common stock. The Company expects the Securities to be approved for
quotation on the Nasdaq National Market but there is no assurance that an active
trading market will develop or be maintained following this offering. The
initial public offering price will be determined by negotiations among Selling
Stockholder and the Underwriters. There can be no assurance as to the stability
of the market price for the Securities. See "Underwriting."
PREFERRED STOCK
The Company's Restated Articles of Incorporation authorize the issuance of
50,000,000 shares of preferred stock, with or without par value, in one or more
series, and with such voting powers, designations, preferences, limitations,
restrictions, and relative rights as the Board of Directors of the Company may
determine. As of the date of this Prospectus, 6,100,000 shares of Series A
8-1/2% Preferred Stock (the "Preferred Stock") are outstanding and 5,000 shares
of Series C Preferred Stock have been reserved for issuance pursuant to a
stockholder rights plan. See "Risk Factors -- Ability to Issue Serial Common
Stock and Preferred Stock" for a discussion of the potential anti-takeover
effects of the Board's ability to issue Serial Common Stock and Preferred
Stock.
The Preferred Stock is non-voting and is not convertible into, or
exchangeable for, shares of any other class or classes of stock of the Company.
The Preferred Stock has priority as to dividends over the Company's common
stock. Holders of the Preferred Stock are entitled to receive cumulative
dividends at a fixed annual rate of $2.125 per share. The Preferred Stock is not
redeemable prior to December 1, 2000. On and after such date, the Company, at
its option may redeem the Preferred Stock at any time or from time to time at a
redemption price of $25 per share, plus accrued and unpaid dividends thereon to
the date of redemption. Holders of the Preferred Stock are entitled to
liquidation preference of $25 per share. Holders of the Preferred Stock have no
voting rights unless, among other things, the Company shall have failed to
declare and pay in full dividends for six quarterly periods, in which case
holders of the Preferred Stock will be entitled to elect two directors until the
full dividends accumulated on all outstanding shares of Preferred Stock shall
have been declared and paid in full.
TRANSFER AGENT
The transfer agent and registrar for the Securities is Chemical Trust
Company of California.
UNDERWRITING
The Underwriters named below (the "Underwriters"), represented by Cruttenden
& Company (the "Representative"), have severally agreed, subject to the terms
and conditions contained in the Underwriting Agreement, to purchase from the
Selling Stockholder the number of shares of common stock indicated below
opposite their respective names at the initial public offering price less the
underwriting discounts and commissions set forth on the cover of this
Prospectus. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters shall purchase the total number of shares of common stock shown
above if any such shares are purchased.
Number
Underwriter of Shares
- ----------- -------------
Cruttenden & Company........................................
-------
Total................................................... 500,000
=======
The Underwriting Agreement contains covenants of indemnity and contribution
among the Underwriters, the Company and the Selling Stockholder with respect to
certain civil liabilities, including liabilities under the Securities Act. The
Company and the Selling Stockholder have been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
The Company and the Selling Stockholder have been advised by the
Representative that the Underwriters propose to offer the common stock purchased
by them directly to the public at the initial public offering price set forth on
the cover of this Prospectus and to certain dealers at a price that represents a
concession within the discretion of the Representative. The Representative has
advised the Company that less than 1% of the Securities will be sold on a
discretionary basis. The Underwriters may allow, and such dealers may reallow, a
concession within the discretion of the Representative. After the initial public
offering, the offering price and the selling terms may be changed by the
Underwriters.
The Underwriters will purchase the common stock from the Selling Stockholder
at a price per share representing a discount of 8% of the public offering price.
In addition, the Selling Stockholder has agreed to pay the Representative a
nonaccountable expense allowance of 2.5% of the aggregate public offering price
of the common stock. To the extent that the expenses of the Representative are
less than the nonaccountable expense allowance, the excess shall be deemed to be
compensation to the Representative.
Prior to this offering, there has been no public market for the common
stock. Consequently, the initial public offering price for the common stock will
be been determined by negotiation between Selling Stockholder and the
Underwriters. Factors considered in determining such price will be prevailing
market conditions, the net revenues and results of operations of the Company in
recent periods, market valuations of publicly traded companies that the Company,
the Selling Stockholder and the Representative believe to be comparable to the
Company, estimates of the business potential of the Company and the current
state of the industry and the economy as a whole.
The initial public offering price set forth on the cover page of this
Prospectus should not be considered an indication of the actual value of the
Securities. Such price is subject to change as a result of market conditions
and other factors and no assurance can be given that the Securities can be
resold at the initial public offering price.
The Selling Stockholder has granted to the Underwriters an option to
purchase up to an additional 75,000 shares of Common Stock, exercisable solely
to cover over-allotments, at the offering price to the public, less the
underwriting discounts and commissions shown on the cover page of this
Prospectus. Such option may be exercised at any time until 45 days after the
date of the Underwriting Agreement. To the extent that such option is
exercised, each Underwriter will be committed, subject to certain conditions,
to purchase a number of the additional shares of Common Stock proportionate to
such Underwriter's initial commitment as indicated in the preceding table.
Up to 75,000 shares registered herein may be offered and sold to non-U.S.
persons in compliance with applicable foreign and U.S. securities law.
The foregoing sets forth the material terms and conditions of the
Underwriting Agreement, but does not purport to be a complete statement of the
terms and conditions thereof, copies of which are on file at the offices of
the Representative, the Company and the Commission. See "Available
Information."
LEGAL OPINIONS
The validity of the Securities offered hereunder will be passed upon for
the Company by Lionel, Sawyer & Collins, 300 S. 4th Street, Suite 1700, Las
Vegas, Nevada 89101 in reliance with respect to matters of law of the State of
Arizona upon Snell & Wilmer, One Arizona Center, Phoenix, Arizona 85004. Certain
legal matters in connection with this offering will be passed upon for the
Underwriters by Cooley Godward Castro Huddleson & Tatum, 5 Palo Alto Square,
Palo Alto, California 94306 and for the Selling Stockholder by Grover
Wickersham, P.C., 430 Cambridge Avenue, Suite 100, Palo Alto, California 94306.
EXPERTS
The consolidated financial statements of the Company as of March 31, 1994
and 1993 and for each of the years in the three-year period ended March 31, 1994
included herein have been included herein in reliance on the report of Price
Waterhouse LLP, independent accountants, appearing elsewhere herein, given on
the authority of said firm as experts in auditing and accounting.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Page
----
REPORT:
Report of Independent Accountants -- AMERCO and
Consolidated Subsidiaries...................................... F-2
AUDITED FINANCIAL STATEMENTS:
Consolidated Balance Sheets -- March 31, 1994 and 1993........... F-3
Consolidated Statements of Earnings -- Years ended
March 31, 1994, 1993 and 1992.................................. F-4
Consolidated Statements of Changes in Stockholders'
Equity -- Years ended March 31, 1994, 1993 and 1992............ F-5
Consolidated Statements of Cash Flows -- Years ended
March 31, 1994, 1993 and 1992.................................. F-6
Notes to Consolidated Financial Statements --
March 31, 1994, 1993 and 1992.................................. F-7
UNAUDITED INTERIM FINANCIAL STATEMENTS:
Consolidated Balance Sheets -- June 30, 1994 and 1993............ F-33
Consolidated Statements of Earnings -- Quarters ended
June 30, 1994 and 1993......................................... F-34
Consolidated Statements of Changes in Stockholders'
Equity -- Quarters ended June 30, 1994 and 1993................ F-35
Consolidated Statements of Cash Flows -- Quarters ended
June 30, 1994 and 1993......................................... F-36
Notes to Consolidated Financial Statements --
June 30, 1994 and 1993......................................... F-37
<PAGE>
<AUDIT-REPORT>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of AMERCO
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of AMERCO and its subsidiaries at March 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the three years in
the period ended March 31, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
As discussed in Note 21 to the consolidated financial statements, a jury
verdict was rendered October 7, 1994 against certain current and former
directors of the Company. As a result of existing indemnification agreements,
the Company may be liable, wholly or in part, for any damages attributed to the
defendants. The ultimate outcome of the litigation cannot be determined at
present. No provision for any liability that may result upon final
adjudication has been made in the accompanying consolidated financial
statements.
As described in Notes 1 and 11 to the consolidated financial statements, the
Company changed its method of accounting for ceded reinsurance, certain
investments and postretirement benefits in fiscal 1994.
Price Waterhouse LLP
Phoenix, Arizona
June 24, 1994, except as to Notes 14 and 21, which are
as of August 15, 1994 and October 13, 1994, respectively.
</AUDIT-REPORT>
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31,
(IN THOUSANDS)
1994 1993
----------- ------------
ASSETS
Cash and cash equivalents................... $ 18,442 $ 21,291
Receivables................................. 204,814 79,672
Inventories................................. 49,012 51,437
Prepaid expenses............................ 24,503 26,985
Investments, fixed maturities............... 719,605 647,505
Investments, other.......................... 84,738 129,535
Deferred policy acquisition costs........... 47,846 49,748
Other assets................................ 21,246 28,247
----------- ------------
Property, plant and equipment, at cost:
Land...................................... 186,210 180,171
Buildings and improvements................ 676,297 614,343
Furniture and equipment................... 163,495 158,366
Rental trailers and other
rental equipment........................ 212,187 203,024
Rental trucks............................. 820,395 609,306
General rental items...................... 57,421 61,699
----------- ------------
2,116,005 1,826,909
Less accumulated depreciation............. 941,769 837,306
----------- ------------
Total property, plant and equipment..... 1,174,236 989,603
----------- ------------
$ 2,344,442 $ 2,024,023
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities.. $ 124,062 $ 113,653
Notes and loans........................... 723,764 697,121
Policy benefits and losses, claims
and loss expenses payable............... 439,266 336,838
Liabilities from premium deposits......... 312,708 320,961
Cash Overdraft............................ 26,559 24,851
Other policyholders' funds
and liabilities......................... 9,592 9,200
Deferred income........................... 5,913 6,328
Deferred income taxes..................... 50,791 35,113
----------- ------------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000 shares
authorized; 6,100,000 issued without
par value and outstanding as of March
31, 1994 and none issued
or outstanding as of March 31, 1993..... -- --
Serial common stock, with or without par
value, 150,000,000 shares authorized.... -- --
Series A common stock of $.25 par value.
Authorized 10,000,000 shares, issued
5,754,334 shares in 1994, none
in 1993................................. 1,438 --
Common stock of $.25 par value.
Authorized 150,000,000 shares,
issued 34,245,666 shares in 1994 and
40,000,000 shares in 1993............... 8,562 10,000
Additional paid-in capital................ 165,651 19,331
Foreign currency translation adjustment... (11,152) (6,122)
Retained earnings......................... 515,200 482,163
----------- ------------
679,699 505,372
Less:
Cost of common shares in treasury
(1,335,937 shares as of
March 31, 1994 and March 31, 1993)...... 10,461 10,461
Loan to leveraged employee
stock ownership plan.................... 17,451 14,953
----------- ------------
Total stockholders' equity.............. 651,787 479,958
Contingent liabilities and commitments......
----------- ------------
$ 2,344,442 $ 2,024,023
=========== ============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED MARCH 31,
(IN THOUSANDS EXCEPT PER SHARE DATA)
1994 1993 1992
------------ ------------ ------------
Revenues
Rental and other revenue...... $ 816,666 $ 755,932 $ 689,139
Net sales..................... 156,038 145,514 155,989
Premiums...................... 123,344 98,825 87,126
Net investment income......... 38,807 40,640 39,630
------------ ------------ ------------
Total revenues.............. 1,134,855 1,040,911 971,884
Costs and expenses
Operating expense............. 643,662 604,596 558,313
Cost of sales................. 92,179 93,104 102,916
Benefits and losses........... 120,825 106,617 93,652
Amortization of deferred
acquisition costs........... 9,343 9,352 5,439
Depreciation.................. 133,485 110,105 109,641
Interest expense.............. 68,859 67,958 76,189
------------ ------------ ------------
Total costs and expenses.... 1,068,353 991,732 946,150
Pretax earnings from operations. 66,502 49,179 25,734
Income tax (expense).......... (19,853) (17,270) (4,940)
------------ ------------ ------------
Earnings from operations
before extraordinary
loss on early extinguishment
of debt and cumulative
effect of change in
accounting principle........ 46,649 31,909 20,794
Extraordinary loss on early
extinguishment of debt,
net......................... (3,370) -- --
Cumulative effect of change
in accounting principle,
net......................... (3,095) -- --
------------ ------------ ------------
Net earnings................ $ 40,184 $ 31,909 $ 20,794
============ ============ ============
Earnings per common share:
Earnings from operations
before extraordinary loss
on early extinguishment of
debt and cumulative effect
of change in accounting
principle................... $ 1.06 $ .83 $ .53
Extraordinary loss on early
extinguishment of debt, net. (.09) -- --
Cumulative effect of change
in accounting principle, net. (.08) -- --
------------ ------------ ------------
Net earnings................ $ .89 $ .83 $ .53
============ ============ ============
Weighted average common
shares outstanding........... 38,664,063 38,664,063 38,880,069
============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED MARCH 31,
(IN THOUSANDS)
1994 1993 1992
------------ ------------ ------------
Series A common stock of $.25
par value:
Authorized 10,000,000 shares,
issued 5,754,334 in 1994,
none in 1993 and 1992
Beginning of year............. $ -- $ -- $ --
Exchange for common stock... 1,438 -- --
------------ ------------ ------------
End of year................... 1,438 -- --
------------ ------------ ------------
Common stock of $.25 par value:
Authorized 150,000,000 shares
in 1994 and 1993 and 65,000,000
shares in 1992, 34,245,666
issued in 1994, 40,000,000
issued in 1993 and 1992
Beginning of year............. 10,000 10,000 10,000
Exchange for Series A
common stock.............. (1,438) -- --
------------ ------------ ------------
End of year................... 8,562 10,000 10,000
------------ ------------ ------------
Additional paid-in capital:
Beginning of year............. 19,331 19,331 18,158
Interest received on notes
receivable -- restricted
stock purchase plan....... -- -- 1,173
Issuance of preferred stock. 146,320 -- --
------------ ------------ ------------
End of year................... 165,651 19,331 19,331
------------ ------------ ------------
Foreign currency translation:
Beginning of year............. (6,122) (3,551) (2,378)
Change during year.......... (5,030) (2,571) (1,173)
------------ ------------ ------------
End of year................... (11,152) (6,122) (3,551)
------------ ------------ ------------
Retained earnings:
Beginning of year.............. 482,163 452,202 431,408
Net earnings................. 40,184 31,909 20,794
Dividends paid to stockholders:
Preferred stock: ($.78
per share for 1994)...... (4,753) -- --
Common stock: ($.08, $.05
per share for 1994 and
1993, respectively)...... (3,147) (1,994) --
Tax benefits related to
ESOP dividends............. 74 46 --
Change in net unrealized
gain on investments........ 679 -- --
------------ ------------ ------------
End of year................... 515,200 482,163 452,202
------------ ------------ ------------
Treasury stock:
Beginning of year............. 10,461 10,461 4,500
Net increase (648,017 shares
for 1992)................. -- -- 5,961
------------ ------------ ------------
End of year................... 10,461 10,461 10,461
------------ ------------ ------------
Notes receivable -- restricted
stock purchase plan:
Beginning of year............. -- -- 4,236
Cancellation of notes....... -- -- (4,236)
------------ ------------ ------------
End of year................... -- -- --
------------ ------------ ------------
Loan to leveraged employee
stock ownership plan:
Beginning of year............. 14,953 15,633 13,272
Increase in loan............ 4,335 1,120 4,078
Proceeds from loan.......... (1,837) (1,800) (1,717)
------------ ------------ ------------
End of year................... 17,451 14,953 15,633
------------ ------------ ------------
Total stockholders' equity...... $ 651,787 $ 479,958 $ 451,888
============ ============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31,
(IN THOUSANDS)
1994 1993 1992
---------- ---------- ----------
Cash flows from operating activities:
Net earnings............................... $ 40,184 $ 31,909 $ 20,794
Depreciation and amortization............ 148,740 128,530 124,368
Provision for losses on
accounts receivable.................... 1,938 2,354 1,276
Net gain on sale of real and
personal property...................... (2,114) (2,428) (3,740)
Gain on sale of investments.............. (4,195) (5,392) (691)
Cumulative effect of change in
accounting principle................... 3,095 -- --
Changes in policy liabilities
and accruals........................... 13,330 22,637 10,971
Additions to deferred policy
acquisition costs...................... (7,440) (8,735) (14,801)
Net change in other operating
assets and liabilities................. 8,781 (6,063) 6,674
---------- ---------- ----------
Net cash provided by operating activities.. 202,319 162,812 144,851
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment.......... (530,520) (130,841) (68,754)
Fixed maturities....................... (280,345) (276,946) (364,448)
Real estate............................ (176) (529) (846)
Mortgage loans......................... (64,467) (54,346) (19,591)
Proceeds from sales of investments:
Property, plant and equipment.......... 214,543 20,656 16,241
Fixed maturities....................... 211,437 251,808 222,272
Real estate............................ 1,552 1,882 195
Mortgage loans......................... 81,619 5,984 3,516
Changes in other investments........... 8,539 37,475 (54,096)
---------- ---------- ----------
Net cash used by investing activities...... (357,818) (144,857) (265,511)
Cash flows from financing activities:
Net change in notes payable and
commercial paper....................... 21,750 2,975 (160,562)
Proceeds from notes...................... 186,000 55,000 185,000
Loan to leveraged Employee Stock
Ownership Plan......................... (4,335) (1,120) (4,078)
Proceeds from leveraged Employee
Stock Ownership Plan................... 1,837 1,800 1,717
Principal payments on notes.............. (181,107) (94,176) (95,942)
Issuance of preferred stock.............. 146,320 -- --
Extraordinary loss on early
extinguishment of debt................. (3,370) -- --
Net change in cash overdraft............. 1,708 5,307 (1,227)
Treasury stock acquisitions.............. -- -- (552)
Dividends paid........................... (7,900) (1,994) --
Investment contract deposits............. 31,932 51,047 200,534
Investment contract withdrawals.......... (40,185) (27,889) (10,534)
---------- ---------- ----------
Net cash (used) provided by
financing activities..................... 152,650 (9,050) 114,356
---------- ---------- ----------
Increase (Decrease) in cash................ (2,849) 8,905 (6,304)
Cash and cash equivalents at
beginning of year........................ 21,291 12,386 18,690
---------- ---------- ----------
Cash and cash equivalents at end of year... $ 18,442 $ 21,291 $ 12,386
========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994, 1993 AND 1992
AMERCO AND CONSOLIDATED SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include
the accounts of the parent corporation, AMERCO, and its subsidiaries, all of
which are wholly-owned. All material intercompany accounts and transactions of
AMERCO and its subsidiaries (herein called the "Company" or the "consolidated
group") have been eliminated.
The operating results and financial position of AMERCO's consolidated
insurance operations are determined as of December 31 of each year. There were
no effects related to intervening events which would significantly affect
consolidated financial position or results of operations for the financial
statements presented herein. See Note 19 of Notes to Consolidated Financial
Statements of AMERCO for additional information regarding the subsidiary.
Description of Business: The consolidated group's principal line of business
is the rental of various kinds of equipment, principally trucks, automobile-type
trailers, auto transports and general rental items, including floor care items,
tools for home and garden use, recreational equipment and accessories under the
brand name U-Haul and the sale of related products and services. In addition,
the consolidated group is engaged in the rental of self-storage facilities for
the storage of household goods and other forms of personal property. Through
Ponderosa Holdings, Inc., ("Ponderosa"), which serves as the holding company for
Oxford Life Insurance Company ("Oxford") and Republic Western Insurance Company
("RWIC"), the Company operates in various life, annuity, group health and
property/casualty insurance products. A portion of the insurance subsidiaries'
business is conducted with members of the consolidated group.
Foreign Currency: The consolidated financial statements include the
accounts of U-Haul Co. (Canada) Ltd., a subsidiary of AMERCO.
Assets (including property, plant and equipment) and liabilities,
denominated in currencies other than U.S. dollars, are translated to U.S.
dollars at the exchange rate as of the balance sheet date. Income and expense
amounts (including depreciation expense) are translated at the average exchange
rate during the fiscal year.
Cash and Cash Equivalents: The Company considers liquid investments with an
original maturity of three months or less to be cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable
of Ponderosa include premiums and agents' balances due net of commissions
payable and amounts due from ceding reinsurers. Accounts receivable of Ponderosa
are reduced by amounts considered to be uncollectable. Accounts receivable of
the Company's rental subsidiaries principally include trade accounts receivable
and mortgage and other notes receivable. Allowance for doubtful accounts are
provided based on historical collection loss experience and a review of the
current status of existing receivables by the Company's rental subsidiaries.
Inventories: Inventories are primarily valued at the lower of cost (last-
in first-out) (LIFO) or market.
Investments: Fixed maturities consist of bonds and redeemable preferred
stock which are carried at cost, adjusted for amortization of premium or
accretion of discount. Oxford's intent is to hold these investments until
maturity. Mortgage loans on real estate are carried at unpaid balances, less
allowance for possible losses and any unamortized premium or discount. Real
estate is carried at cost less accumulated depreciation. Policy loans are
carried at their unpaid balance. Short-term investments consist of other
securities scheduled to mature within one year of their acquisition date.
Amounts held by ceding reinsurers represent obligations due to Oxford. These
obligations of the ceding company are supported by investments in fixed
maturities. See Note 4 of Notes to Consolidated Financial Statements of AMERCO.
Interest on bonds is recognized when earned. Dividends on preferred stocks
are recognized on ex-dividend dates. Realized gains and losses on the sale of
investments are recognized at the trade date and included in net income using
the specific identification method.
Deferred Policy Acquisition Costs: Commissions and other costs incurred in
acquiring traditional life insurance, interest sensitive life and annuity
policies, group health insurance and property-casualty insurance which vary with
and are primarily related to the production of new business, have been deferred.
Traditional life, annuity and group health acquisition costs are amortized
over the premium paying period of the related policies in proportion to the
ratio of annual premium income to expected total premium income. Such expected
premium income is estimated using assumptions as to mortality and withdrawals
consistent with those used in calculating the policy benefit reserves.
Acquisition costs for interest sensitive life insurance and annuity policies
are being amortized over the lives of the policies in relation to the present
value of estimated gross profits from surrender charges and investment,
mortality and expense margins.
Property-casualty acquisition costs are amortized over the related contract
period which generally does not exceed one year.
Property, Plant and Equipment: Property, plant and equipment are carried at
cost and are depreciated on the straight-line and accelerated methods over the
estimated useful lives of the assets. Maintenance and repairs are charged to
operating expenses as incurred. Major overhaul costs of rental equipment,
principally trucks, are amortized over an estimated period benefitted of one
year. Renewals and betterments are capitalized. Gains and losses on dispositions
of property, plant and equipment are included in other revenue as realized.
Interest costs incurred as part of the initial acquisition of assets are
capitalized. Interest expense of $595,000, $159,000 and $234,000 was capitalized
in the years ended 1994, 1993 and 1992, respectively.
Rental truck extended warranty costs are amortized over a period of 5 or 6
years. The amount amortized is based on an annual percentage provided by the
truck manufacturer. Extended warranty costs of $2,830,000 are deferred as of
March 31, 1993 and are included in prepaid expenses. Extended warranty costs
deferred as of March 31, 1994 are immaterial.
Certain recoverable environmental costs related to the removal of
underground storage tanks or related contamination are capitalized and
depreciated over the estimated useful lives of the properties. The capitalized
costs improve the safety or efficiency of the property as compared to when the
property was originally acquired or are incurred in preparing the property for
sale.
Financial Instruments: The Company enters into interest rate swap agreements
to reduce its interest rate exposure. Amounts to be paid or received under the
agreements are accrued as interest rates change and are recognized as incurred.
Although the Company is exposed to credit loss for the interest rate
differential in the event of nonperformance by the counterparties to the
agreements, it does not anticipate nonperformance by the counterparties.
At March 31, 1994, interest rate swap agreements with an aggregate notional
amount of $193,000,000 were outstanding. At March 31, 1994, a value of
$14,000,000 was determined from treasury rates combined with a swap spread which
represents the estimated amount the Company would pay to terminate the
agreements. The Company has one additional swap outstanding in the amount of
$15,000,000 which is a component of a note agreement with a bank. The fair value
of the swap component of the agreement cannot be separated from the entire note
agreement to determine the estimated fair value. The amount of the note
outstanding at March 31, 1994 is $15,000,000 with a fixed yen interest rate of
6.2% and a maturity date of November 30, 1994.
The Company has mortgage loans which potentially expose the Company to
credit risk. The portfolio of notes is principally comprised of mini-warehouse
storage facilities and other residential and commercial properties. The Company
has not experienced losses related to the notes from individual notes or groups
of notes in any particular industry or geographic area.
At March 31, 1994, mortgage notes with a book value of $90,876,000 were
outstanding. The estimated fair value of the notes at March 31, 1994 was
$92,778,000. The value was determined using discounted cash flows at a rate of
7.1% for residential and commercial notes and from bids related to the
mini-warehouse storage notes. At March 31, 1993, mortgage notes with a book
value of $104,888,000 were outstanding. The estimated fair value of the notes at
March 31, 1993 was $107,367,000. Other financial instruments that are subject to
fair value disclosure requirements are carried in the financial statements at
amounts that approximate fair value.
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of temporary cash investments and trade
receivables. The Company places its temporary cash investments with financial
institutions and limits the amount of credit exposure to any one financial
institution. Concentrations of credit risk with respect to trade receivables are
limited due to the large number of customers and their dispersion across many
different industries and geographic areas.
Policy Benefits and Losses, Claims and Loss Expenses Payable: Liabilities
for policy benefits payable on traditional life and annuity policies are
established in amounts adequate to meet estimated future obligations on policies
in force. These liabilities are computed using the net level premium method and
include mortality and withdrawal assumptions which are based upon recognized
actuarial tables and contain margins for adverse deviation. At December 31,
1993, interest assumptions used to compute policy benefits payable range from
2-1/2% to 11-1/4%.
With respect to interest sensitive life and annuity policies, the liability
for policy benefits and expenses payable consists of policy account balances
that accrue to the benefit of the policyholders, excluding surrender charges.
Liabilities for group health and other policy claims and benefits payable
represent estimates of payments to be made on insurance claims for reported
losses and estimates of losses incurred but not yet reported. These estimates
are based on past claims experience and consider current claim trends as well as
social and economic conditions.
Liabilities for property-casualty losses represent the estimated ultimate
unpaid cost of settling claims reported prior to the end of the accounting
period, estimates received from ceding reinsurers and estimates for unreported
losses based on historical experience supplemented by insurance industry
historical experience. Unpaid loss adjustment expenses are based on historical
ratios of loss adjustment expenses paid to losses paid.
Rental and Other Revenue: AMERCO recognizes its share of rental revenue on
the accrual basis pursuant to contractual arrangements between AMERCO, fleet
owners, rental dealers and customers. See Note 8 of Notes to Consolidated
Financial Statements of AMERCO for further discussion.
Premium Revenue: Group health and property-casualty gross premiums are
prorated over the term of the related contracts. Traditional life and annuity
premiums are recognized as revenue when due from policyholders. Revenue for
interest sensitive life insurance and annuity policies consist of surrender
charges that have been assessed against policy account balances during the
period. Benefits and expenses are associated with amortization of policy
acquisition costs.
Reinsurance: Reinsurance premiums, commissions, expense reimbursements, and
reserves related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the terms of
the reinsurance contracts. Premiums ceded to other companies have been reported
as a reduction of premium income. Amounts applicable to reinsurance ceded for
future policy benefits, unearned premium reserves, and claim liabilities have
been reported as reductions of these items, and expense allowances received in
connection with reinsurance ceded have been accounted for as a reduction of the
related policy acquisition costs and are deferred and amortized accordingly.
Income Taxes: Deferred income taxes are provided for all items included in
the Consolidated Statements of Earnings which are reported in different
accounting periods for tax purposes.
Effective fiscal 1991, the Company elected to file a consolidated federal
income tax return with its insurance subsidiaries. Previously, federal income
tax returns were filed separately by the insurance company subsidiaries. See
Note 7 of Notes to Consolidated Financial Statements of AMERCO.
New Accounting Standards: Statement of Financial Accounting Standards No.
112 -- Employers' Accounting for Postemployment Benefits.
Issued in November 1992, this Statement applies to employers who provide
certain benefits to former or inactive employees after employment but before
retirement. It requires that the cost of such benefits be recognized over the
service period of employees as these benefits vest or accumulate. The provisions
of this statement must be adopted for fiscal years beginning after December 15,
1993. The impact of adoption of this statement will not be material.
Statement of Financial Accounting Standards No. 113 -- Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts.
Effective January 1, 1993, the Company adopted SFAS 113. The primary impact
on the Company's financial statements is the requirement to report assets and
liabilities relating to reinsured contracts gross of the effects of reinsurance.
Previously, such effects were reported on a net basis. As a result of the
adoption of SFAS 113, unpaid losses and loss expenses as of March 31, 1994 have
been increased by approximately $76 million to reflect the Company's policy
liabilities without regard to reinsurance. A corresponding amount due from
reinsurers on unpaid losses, including amounts related to claims incurred but
not reported, has also been reflected. Additionally, unearned premiums have been
increased by approximately $12 million for policy premiums ceded to reinsurers
for which the coverage period has not yet expired. Prepaid reinsurance premiums
of a corresponding amount have also been reflected in the accompanying
consolidated balance sheet. The consolidated balance sheet as of March 31, 1993
has not been restated to reflect the adoption of SFAS 113 as of that date.
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for years beginning
after December 15, 1994. The standard requires that an impaired loan's fair
value be measured and compared to the recorded investment in the loan. If the
fair value of the loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company has not completed an evaluation
of the effect of this standard.
Statement of Financial Accounting Standards No. 115 -- Accounting for
Certain Investments in Debt and Equity Securities.
Effective December 31, 1993, RWIC adopted SFAS 115. This statement requires
classification of debt securities into one of the following three categories
based on management's intention with regard to such securities:
held-to-maturity, available-for-sale and trading. Securities classified as
held-to-maturity are recorded at cost adjusted for the amortization of premiums
or accretion of discounts while those classified as available-for-sale are
recorded at fair value with unrealized gains or losses reported on a net basis
as a separate component of stockholders' equity. Securities classified as
trading, if any, are recorded at fair value with unrealized gains or losses
reported on a net basis in income. RWIC does not currently maintain a trading
portfolio. U-Haul and Oxford will adopt this statement in fiscal 1995. An
evaluation of this statement has not been completed by U-Haul or Oxford.
Statement of Position 93-7, "Reporting on Advertising Costs", was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising takes place, reporting
the costs of direct-response advertising, and amortizing the amount of
direct-response advertising reported as assets. This statement of position is
effective for financial statements for years beginning after June 15, 1994. The
Company currently matches certain advertising costs with revenue generated in
future periods, and at March 31, 1994, $8.2 million in advertising costs are
deferred and included in prepaid expenses. The Company has completed an
evaluation of the effect of this statement of position but has not determined
the timing of adoption.
Earnings per share: Earnings per common share are computed based on the
weighted average number of shares outstanding and net income reduced for
preferred dividends. See Note 6 of Notes to Consolidated Financial Statements of
AMERCO for further discussion.
Financial Statement Presentation: Certain reclassifications have been made
to the financial statements for the years ended 1993 and 1992 to conform with
the current year's presentation.
AMERCO AND CONSOLIDATED SUBSIDIARIES
2. RECEIVABLES
A summary of receivables follows:
Year ended
-----------------------
1994 1993
--------- ---------
(in thousands)
Trade accounts receivable $ 16,073 $ 8,658
Mortgage and note receivables,
net of discount 45,288 23,267
Premiums and agents' balances in
course of collection 29,078 11,281
Reinsurance recoverable 81,760 8,945
Accrued investment income 13,565 15,263
Independent dealer receivable 6,870 11,259
Other receivables 14,189 2,547
--------- ---------
206,823 81,220
Less allowance for doubtful accounts (2,009) (1,548)
--------- ---------
$ 204,814 $ 79,672
========= =========
3. INVENTORIES
A summary of inventory components follows:
Year ended
-----------------------
1994 1993
--------- ---------
(in thousands)
Trailers, truck and recreational
vehicle parts and accessories $ 31,684 $ 33,799
Moving aids and promotional items 7,032 6,080
Hitches and towing components 10,236 11,414
Other 60 144
--------- ---------
$ 49,012 $ 51,437
========= =========
Certain general and administrative expenses are allocated to ending
inventories. Such costs remaining in inventory at years-ended 1994, 1993 and
1992 are estimated at $7,679,000, $7,224,000 and $7,100,000, respectively. For
the years-ended March 31, 1994, 1993 and 1992, aggregate general and
administrative costs were $430,209,000, $467,390,000 and $426,021,000,
respectively.
LIFO inventories, which represent approximately 98% of total inventories at
year-end 1994 (95% at year-end 1993), would have been $3,591,000 greater at
year-end 1994 ($3,325,000 at year-end 1993) if the consolidated group had used
the FIFO method.
4. INVESTMENTS
Major categories of net investment income consists of the following (in
thousands):
December 31,
----------------------------------
1993 1992 1991
-------- -------- --------
Fixed maturities $ 52,903 $ 54,836 $ 45,438
Real estate 142 235 111
Policy loans 609 566 418
Mortgage loans 4,669 5,751 4,423
Short-term, amounts held by
ceding reinsurers, net and other
investments 874 2,481 3,336
-------- -------- --------
Investment revenue 59,197 63,869 53,726
Investment expenses 20,390 23,229 14,096
-------- -------- --------
Net investment income $ 38,807 $ 40,640 $ 39,630
======== ======== ========
<PAGE>
<TABLE>
<CAPTION>
A comparison of amortized cost to market for fixed maturities is as follows(in thousands):
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
December 31, 1993 of shares cost gains losses value
- ----------------- --------- --------- -------- ------- --------
<S> <C> <C> <C> <C> <C>
OXFORD
U.S. Treasury securities and government
obligations $ 10,340 $ 9,395 $ 949 $ -- $ 10,344
U.S. government agency mortgage backed
securities 69,653 69,053 1,626 448 70,231
States, municipalities and political
Foreign government securities 1,000 1,002 152 -- 1,154
Corporate securities 191,177 194,940 11,499 924 205,515
Mortgage-backed securities 41,001 40,252 1,182 282 41,152
Public utility securities $ 38,950 $ 37,844 $ 2,503 -- $ 40,347
--------- -------- ------- ---------
Total $ 353,489 $ 17,939 $ 1,654 $ 369,774
========= ======== ======= =========
DECEMBER 31, 1993
- -----------------
RWIC
Held-to-Maturity
U.S. Treasury securities and government
obligations $ 38,213 $ 39,425 $ 3,025 $ 55 $ 42,395
States, municipalities and political
subdivisions 43,625 43,154 4,345 334 47,165
Corporate securities 195,350 202,401 8,444 1,577 209,268
Mortgage-backed securities $ 36,085 $ 36,140 $ 488 $ 368 $ 36,260
Redeemable preferred stock 2,300 2,300 400 -- 2,700
--------- -------- ------- ---------
$ 323,420 $ 16,702 $ 2,334 $ 337,788
RWIC
Available-for-Sale
U.S. Treasury securities and government
obligations $ 6,000 $ 6,125 $ 1,175 $ -- $ 7,300
States, municipalities and political
subdivisions 40 40 -- 2 38
Corporate securities 19,000 19,233 23 152 19,104
Mortgage-backed securities $ 16,098 $ 16,254 $ -- $ -- $ 16,254
--------- -------- ------- ---------
41,652 1,198 154 42,696
--------- -------- ------- ---------
Total $ 365,072 $ 17,900 $ 2,488 $ 380,484
========= ======== ======= =========
</TABLE>
<TABLE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<CAPTION>
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
December 31, 1992 of shares cost gains losses value
- ----------------- ---------- --------- --------- ------- ----------
<S> <C> <C> <C> <C> <C>
Consolidated
U.S. Treasury securities and government
obligations $ 80,657 $ 81,211 $ 4,193 $ 28 $ 85,376
U.S. government agency mortgage backed
securities 40,070 38,292 622 285 38,629
States, municipalities and political
subdivisions 72,320 70,978 6,782 150 77,610
Foreign government securities 1,000 1,002 97 -- 1,099
Corporate securities 322,152 325,610 11,969 606 336,973
Mortgage-backed securities 72,813 71,993 2,513 11 74,495
Public utility securities $ 55,041 $ 53,186 $ 2,178 $ 40 $ 55,324
Redeemable preferred stock 58 5,233 613 156 5,690
--------- -------- ------- ----------
Total $ 647,505 $ 28,967 $ 1,276 $ 675,196
========= ======== ======= ==========
</TABLE>
The fair value of fixed maturities are based on publicly quoted market
prices at the close of trading December 31, 1993 or December 31, 1992, as
appropriate.
The amortized cost and estimated market value of debt securities by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Amortized Estimated
December 31, 1993 cost fair value
----------------- --------- ---------
(in thousands)
OXFORD
Due in one year or less $ 15,362 $ 15,641
Due after one year through five years 118,343 125,274
Due after five years through ten years 108,693 115,402
After ten years 1,786 2,074
--------- ---------
244,184 258,391
Mortgage-backed securities 109,305 111,383
--------- ---------
Total $ 353,489 $ 369,774
========= =========
RWIC
Held-to-Maturity
Due in one year or less $ 35,997 $ 32,090
Due after one year through five years 148,894 155,908
Due after five years through ten years 90,443 100,726
After ten years 9,646 10,104
--------- ---------
284,980 298,828
Mortgage-backed securities 36,140 36,260
Redeemable preferred stock 2,300 2,700
--------- --------
323,420 337,788
RWIC
Available-for-sale
Due after one year through five years 9,864 9,829
Due after five years through ten years 8,185 8,838
After ten years 7,349 7,775
--------- ---------
25,398 26,442
Mortgage-backed securities 16,254 16,254
--------- ---------
41,652 42,696
--------- ---------
Total $ 365,072 $ 380,484
========= =========
December 31, 1992
-----------------
Due in one year or less $ 46,930 $ 49,484
Due after one year through five years 231,130 241,272
Due after five years through ten years 219,678 226,201
After ten years 34,249 39,425
--------- ---------
531,987 556,382
Mortgage-backed securities 110,285 113,124
Redeemable preferred stock 5,233 5,690
--------- ---------
Totals $ 647,505 $ 675,196
========= =========
Proceeds from sales of investments in debt securities during 1993 and 1992
were $25,409,000 and $114,229,000, respectively. Gross gains of $1,665,000 and
$4,872,000 and gross losses of $91,000 and $951,000 were realized on those sales
during 1993 and 1992, respectively. Proceeds from maturities and early
redemptions of investments in debt securities during 1993 and 1992 were
$169,089,000 and $137,047,000. Gross gains of $2,326,000 and $1,463,000 and
gross losses of $254,000 and $99,000 were realized on these securities during
1993 and 1992, respectively.
At December 31, 1993, 1992 and 1991 fixed maturities include bonds with an
amortized cost of $15,450,000, $15,461,000 and $15,456,000, respectively, on
deposit with insurance regulatory authorities to meet statutory requirements.
Mortgage loans are reported net of allowance for possible losses of $525,000
in both 1993 and 1992.
Other investments consist of the following:
December 31,
-----------------------
1993 1992
-------- ---------
(in thousands)
Mortgage loans on real estate $ 47,869 $ 84,361
Real estate, net 1,651 1,793
Policy loans 10,718 9,978
Short-term and other investments 24,500 33,403
-------- ---------
Totals $ 84,738 $ 129,535
======== =========
5. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
Year ended
---------------------
1994 1993
--------- ----------
(in thousands)
Mortgages payable, secured 5.0% to 10.25% interest
rates, due through 2016 $ 1,246 $ 2,448
Medium-term notes payable, unsecured 8.50% to 11.50%
interest rates, due through 2000 198,870 289,670
Notes payable to insurance companies, unsecured 5.89% to
10.27% interest rates, due through 2006 281,000 140,000
Notes payable to banks, unsecured 2.94% to 9.40%
interest rates, due through 1999 94,800 138,900
Other notes payable, unsecured 9.50% interest rate, due
through 2005 98 103
Notes payable to banks under revolving lines of credit,
unsecured 3.81% to 4.06% interest rates, 97,750 106,000
Other short-term promissory notes 50,000 20,000
--------- ---------
$ 723,764 $ 697,121
========= =========
Mortgages payable are secured by land and buildings at various locations,
which carry a net book value of $13,900,000 at year-end 1994.
Domestic/Eurodollar revolving credit loans are available from participating
banks under an agreement which provides for a total credit line of $170,500,000
through the expiration date of the revolving term of September 25, 1995. The
Company may elect to borrow under the credit agreement in the form of Eurodollar
borrowings or domestic dollar borrowings. Depending on the form of borrowing
elected, interest will be based on the prime rate, the certificate of deposit
rate, the federal funds effective rate or the interbank offering rate and in
addition, margin interest rates will be charged. Loans may also be at a fixed
rate based upon the discretion of the borrower and lender. At March 31, 1994,
the weighted average interest rate on borrowings outstanding was 3.97%. Facility
fees, which are based upon the amount of credit line, aggregated $588,000 and
$381,000 for 1994 and 1993, respectively. Prior to August 1992, the agreement
required payment of commitment fees. Commitment fees, which are based upon any
unused credit line, aggregated $230,000 for 1993. As of year-end 1994, loans
outstanding under the revolving credit line totaled $45,000,000. Management
intends to refinance the borrowings on a long-term basis by either replacing
them with long-term obligations, renewing or extending them.
Year ended
--------------------------------
1994 1993 1992
--------- --------- --------
(in thousands)
A summary of revolving
credit activity follows:
Weighted average interest rate:
during the year 3.62% 4.36% 6.66%
at year end 3.93% 3.56% 5.55%
Maximum amount outstanding
during the year $ 159,750 $ 126,000 $ 278,621
Average amount outstanding
during the year $ 67,354 $ 96,667 $ 156,153
A summary of notes payable follows:
Weighted average interest rate:
during the year 3.80% 4.09% 6.17%
at year end 4.04% 3.66% 5.20%
Maximum amount outstanding
during the year $ 50,000 $ 25,000 $ 33,756
Average amount outstanding
during the year $ 11,380 $ 14,167 $ 18,109
AMERCO has lines of credit with various banks totaling $106,289,000 at March
31, 1994.
The Company has executed interest rate swap agreements ("SWAPS") to
potentially mitigate the impact of changes in interest rates on its floating
rate debt. These agreements effectively change the Company's interest rate
exposure on $208,000,000 of floating rate notes to a weighted average fixed rate
of 8.61%. The SWAP's mature at the time the related notes mature.
Interest rate swap agreements are entered into as a hedge against interest
exposure of variable rate debt. The differences to be paid or received on
SWAPS are included in interest expense as payments are made or received, as
the Company's SWAPS are designated as hedges. Any gains or losses resulting
from terminations of SWAPS are recognized over the period that the underlying
debt is extinguished.
During fiscal 1994, SWAP's aggregating approximately $77.0 million were
terminated. In addition, the Company exercised existing SWAP agreements
aggregating approximately $50.0 million during fiscal 1994. Incremental interest
expense associated with SWAP activity was $11,989,000 and $9,724,000 during 1994
and 1993, respectively.
The notes payable and the loan agreements contain certain restrictive
covenants including limits on the incurrence of other indebtedness, restrictions
on related party transactions, and restrictions on the aggregate amount of
dividends payable to Common stockholders and repurchases of capital stock. Under
the most restrictive dividend covenant, AMERCO is prohibited from paying
dividends if, at the time of payment, cumulative dividends are in excess of the
sum of $15,000,000 plus 50% of consolidated net income as defined, for the
entire period subsequent to March 31, 1993. See also Note 14.
During the first and third quarters of fiscal 1994, the Company extinguished
$25.2 million of its medium-term notes originally due in fiscal 1995 through
2000. The weighted average rate of the notes purchased is 9.34%. The purchase
resulted in an extraordinary charge of $1,897,000 net of $1,021,000 of tax
benefit.
During the fourth quarter of fiscal 1994, the Company terminated swaps with
a notional value of $77 million originally due in fiscal 1995. The terminations
resulted in an extraordinary charge of $1,473,000 net of $793,000 of tax
benefit.
In April 1994, the Company terminated three $10 million floating-rate notes.
The notes were due to mature in fiscal years 1995, 1996 and 1997.
In May 1994, the Company terminated five revolving credit agreements
providing committed lines of credit totaling $259 million; amounts outstanding
under these agreements at March 31, total $118 million. The Company subsequently
entered into two revolving credit loans. The agreements provide for lines of
credit of $185 million and $365 million through the maturity dates of May 1995
and June 1997, respectively. The Company may elect to borrow under the credit
agreements in the form of Eurodollar borrowings or domestic dollar borrowings.
Depending on the form of borrowing elected, interest will be based on the prime
rate, the certificate of deposit rate, the Federal funds effective rate or the
London interbank offering rate. Under the three-year agreement, loans may also
be at a fixed rate based upon the discretion of the borrower and lender.
In June 1994, the Company entered into a $10 million uncommitted revolving
credit agreement. Interest on the loans is based upon the discretion of the
lender.
The aggregate annual maturities of long-term debt for the next five years,
as adjusted for the transactions referred to in the immediately preceding
paragraph, if the revolving credit lines are converted by the Company to term
notes (see the discussion in the preceding paragraphs regarding the revolving
credit agreements and the Company's intention to refinance such debt on a
long-term basis) are $187,601,000 in 1995, $107,168,000 in 1996, $152,387,000 in
1997, $61,971,000 in 1998 and $62,765,000 in 1999.
6. STOCKHOLDERS' EQUITY
In October 1990, the stockholders approved an amendment to the Company's
Articles of Incorporation to reduce the par value of the Common Stock from
$100.00 per share to $0.25 per share and to effect a 400-for-1 stock split
whereby each issued share of Common Stock, $100.00 par value, was converted into
400 shares of Common Stock, $0.25 par value per share. The number of shares of
Common Stock authorized increased from 107,500 to 65,000,000 shares. The
amendment also changed the par value of the Company's Preferred Stock from no
par value to $.01 par value per share and increased the number of preferred
shares authorized from 100,000 to 5,000,000 shares. All references in the
accompanying financial statements to the number of common shares and per-share
amounts reflect the above described change in outstanding shares.
In October 1992, the stockholders approved an amendment to the Company's
Articles of Incorporation to increase the authorized capital stock of the
Company to a total of 350,000,000 shares from 65,000,000 shares of Common Stock
and 5,000,000 shares of Preferred Stock. The increased capital stock consists of
150,000,000 shares of Common Stock, 150,000,000 shares of Serial Common Stock
and 50,000,000 shares of Preferred Stock. The Board of Directors (the Board) may
authorize the Serial Common Stock to be issued in such series and on such terms
as the Board shall determine. The amendment also clarifies the voting rights of
the Preferred Stock and allows the issuance of Preferred Stock with or without
par value.
In October 1993, the Company issued 6,100,000 shares of 8.5% cumulative, no
par, non-voting preferred stock. The preferred stock is not convertible into, or
exchangeable for, shares of any other class or classes of stock of the Company.
Dividends are payable quarterly in arrears and have priority as to dividends
over the Company's common stock. The preferred stock is not redeemable prior to
December 1, 2000. On or after December 1, 2000, the Company, at its option, may
redeem all or part of the preferred stock, for cash at $25.00 per share plus
accrued and unpaid dividends to the redemption date.
7. INCOME TAXES
The components of the consolidated expense (benefit) for income taxes
applicable to operations are as follows:
Year ended
-------------------------------------
1994 1993 1992
----------- ----------- -----------
(in thousands)
Current:
Federal $ 2,112 $ 1,800 $ --
State 185 726 346
Deferred:
Federal 16,365 13,902 4,629
State 1,191 842 (35)
----------- ----------- -----------
$ 19,853 $ 17,270 $ 4,940
=========== =========== ===========
AMERCO AND CONSOLIDATED SUBSIDIARIES
Deferred tax liabilities (assets) are comprised as follows:
Year ended
------------------------------------------
1994 1993 1992
---------- ---------- ----------
(in thousands)
Accelerated depreciation of
property, plant and equipment $ 145,391 $ 134,466 $ 125,223
Benefit of tax NOL and credit
carryforwards (74,905) (85,326) (94,880)
Rental equipment overhaul
costs amortized 751 1,126 2,089
Deferred inventory adjustments (1,177) (356) (736)
Deferred acquisition costs 15,361 15,761 15,781
Deferred gain from intercompany
transactions (894) (2,780) (1,376)
Bad debt expense (1,635) (1,429) (1,650)
Accrued expense on future
dealer benefits (3,347) (2,576) (2,051)
Accrued vacation and sick-pay (1,182) (1,132) (1,203)
Accelerated retirement
deductions -- 860 860
Customer deposit liability (2,375) -- --
Deferred revenue from
sale/leaseback (1,357) (1,779) (2,396)
Accrued retirement expense (1,755) -- --
Policy benefits and losses,
claims and loss expenses
payable (24,022) (24,986) (23,126)
Other (283) 1,041 1,611
---------- ---------- ----------
Total $ 48,571 $ 32,890 $ 18,146
========== ========== ==========
Actual tax expense reported on earnings from operations differs from the
"expected" tax expense amount (computed by applying the United States federal
corporate tax rate of 35% in 1994, and 34% in 1993 and 1992) as follows:
Year ended
--------------------------------------
1994 1993 1992
--------- --------- --------
(in thousands)
Computed "expected" tax expense $ 23,276 $ 16,938 $ 8,749
Increases (reductions)
in taxes resulting from:
Tax-exempt interest income (1,525) (2,278) (2,927)
Dividends received deduction (101) (289) (421)
Net reinsurance effect 120 116 117
Canadian subsidiary income
tax (expense) benefit
unrealized (204) 230 909
Net tax settlement -- -- 31
Recognition of provision
to return reconciliation(1) (1,327) -- --
Federal tax benefit of state
and local taxes (482) (534) (106)
Other(2) (1,280) 1,519 (1,723)
--------- --------- --------
Actual federal tax expense 18,477 15,702 4,629
State and local income tax expense 1,376 1,568 311
--------- --------- --------
Actual tax expense of operations $ 19,853 $ 17,270 $ 4,940
========= ========= ========
- ----------
(1) Every year an estimate is made of the current federal and state tax
liabilities position at the time the Form 10-K is filed. This
reconciliation amount represents the difference between the estimated
and actual tax liability based upon the filed return for the preceding
fiscal year.
(2) The amount is comprised of several miscellaneous permanent differences,
none of which are individually material.
The 1993 and 1992 financial statements have been restated to give
retroactive effect to the adoption of SFAS 109. The impact on previously issued
financial statements, income (loss), is as follows (in thousands except per
share data):
Year ended
------------------------
1993 1992
--------- ---------
(in thousands)
Earnings:
Effect of change on income before
extraordinary item as originally
reported $ (2,309) $ 1,890
Effect of change on net income as
originally reported (8,687) (886)
Earnings per common share:
Effect of change on income before
extraordinary item as originally
reported $ (.06) $ .05
Effect of change on net income as
originally reported (.22) (.02)
Under the provisions of the Tax Reform Act of 1984 (the Act), the balance in
Oxford's account designated "Policyholders; Surplus Account" is frozen at its
December 31, 1983 balance of $19,251,000. Federal income taxes (Phase III) will
be payable thereon at applicable current rates if amounts in this account are
distributed to the stockholder or to the extent the account exceeds a prescribed
maximum. Oxford did not incur a Phase III liability for the years ended December
31, 1993, 1992 and 1991.
The Internal Revenue Service has examined AMERCO's income tax returns for
the years ended 1987 through 1989. All issues have been agreed to and provisions
have been made in the financial statements. An examination of years ended 1990
and 1991 is currently underway. The tax effect of the adjustments which have
been proposed have been reflected in the current year's tax provision.
At year-end 1994 AMERCO and RWIC have non-life net operating loss
carryforwards available to offset taxable income in future years of $166,955,000
for tax purposes. These carryforwards expire in 2000 through 2007. AMERCO also
has investment tax credit and other credit carryforwards of $7,319,000 for tax
purposes which expire in 1999 through 2004. The use of certain carryforwards may
be limited or prohibited if a reorganization or other change in corporate
ownership were to occur.
Provision for federal income taxes has not been made for the difference
between the Company's book and tax bases of its investment in Ponderosa, since
the Company believes such difference to be permanent in duration.
8. TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS
Fleet Owners (independent rental equipment owners) own approximately 25% of
all U-Haul rental trailers, .07% of all U-Haul rental trucks and certain other
rental equipment. There are over 5,600 fleet owners, including certain officers,
directors, employees and stockholders of the Company. All rental equipment is
operated under contract with U-Haul, a wholly-owned subsidiary of AMERCO,
whereby U-Haul administers the operations and marketing of such equipment and in
return receives a percentage of rental fees paid by customers. AMERCO guarantees
performance of these contracts. Based on the terms of various contracts, rental
fees are distributed to the subsidiaries of AMERCO (for services as operators),
to the fleet owners (including certain subsidiaries and related parties of
AMERCO) and to Rental Dealers (including Company-operated U-Haul Centers).
The Company owns over 99% of all general rental items and the remainder of
the rental equipment is consigned to AMERCO and its consolidated subsidiaries.
The equipment is operated under various contracts with subsidiaries of AMERCO,
whereby the consolidated group administers the operations and marketing of the
equipment. In return the investors receive a percentage of the rental fees paid
by customers.
Oxford reinsures short-term accidental death and medical insurance risks for
customers who rent vehicles owned by the Company and fleet owners. Premiums
earned were $1,428,000, $1,399,000 and $1,917,000 in 1994, 1993 and 1992,
respectively.
RWIC insures and reinsures general liability, auto liability, commercial
multiple peril and worker's compensation coverage for member companies of the
consolidated group. Premiums earned by RWIC on these policies amounted to
$18,800,000, $18,300,000 and $21,900,000 in 1994, 1993 and 1992, respectively
and were eliminated in consolidation.
RWIC insures and reinsures certain risks of U-Haul customers and independent
fleet owners. Premiums earned on these policies amounted to $32,800,000,
$31,700,000 and $33,800,000 in 1994, 1993, and 1992, respectively.
9. DEALER FINANCIAL SECURITY PLAN
In September 1984, the Company established a defined contribution plan in
the form of an unfunded dealer financial security plan (the Security Plan) for
its independent dealers and their key employees who elected to enroll in the
plan. Subsequent to the initial enrollment in the Security Plan, the Company
suspended the plan to additional enrollees. Under the Security Plan,
deductions are made from dealer commissions in return for future benefits
including death, disability and retirement benefits. These benefits are paid
directly from the general assets of the Company. Life insurance is carried on
each Security Plan participant in favor of the Company to indirectly fund
future benefit payments. Total deductions withheld from commissions for 1994,
1993, and 1992 were $613,000, $714,000 and $729,000, respectively. Total
insurance premium expense for the years ended 1994, 1993 and 1992 amounted to
$1,304,000, $1,300,000 and $1,391,000, respectively. Benefits paid under the
Security Plan for the years ended 1994, 1993 and 1992 were insignificant.
10. EMPLOYEE BENEFIT PLANS
AMERCO and its subsidiaries participate in the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan (the Plan) which is designed to
provide all eligible employees with savings for their retirement and to acquire
a proprietary interest in the Company.
The Plan has three separate features: a profit sharing feature (the Profit
Sharing Plan) under which the Employer may make contributions on behalf of
participants; a savings feature (the Savings Plan) which allows participants to
defer income under Section 401k of the Internal Revenue Code of 1986; and an
employee stock ownership feature (the ESOP) under which the Company may make
contributions of AMERCO common stock or cash to acquire such stock on behalf of
participants. Generally, employees of the Company are eligible to participate in
the Plan upon completion of a one year service requirement.
At its discretion, profits of such amounts as determined by the Board of
Directors (which shall not exceed the amounts that are deductible under the
Internal Revenue Code) may be contributed to the Profit Sharing Plan at the end
of each Plan year to a designated trustee and administered and applied in
accordance with the terms of the trust agreement. The Company did not contribute
to the Profit Sharing Plan during the years ended 1994, 1993 and 1992.
Under the Savings Plan, an employee may make pre-tax contributions of up to
eighteen percent of base salary. Participants are immediately vested in all
contributions plus actual earnings thereon.
The ESOP is designed to enable eligible employees to acquire a proprietary
interest in the Company. The Company may, in its sole and absolute discretion,
elect to contribute to the trust fund amounts to be used by the ESOP trustee to
purchase shares of the $.25 par value common stock of the Company and/or the
Company may contribute stock directly to the trust fund.
To fund the ESOP trust (ESOT), the Company borrowed $16,000,000 repayable
over ten years in annual installments of $1,600,000 beginning December 1989.
Proceeds of this borrowing were loaned to the ESOT on the same terms and are
used by the ESOT to purchase shares of AMERCO common stock. Interest payments
under this agreement were $253,000 in 1994, $402,000 in 1993 and $566,000 in
1992. With each loan payment, a portion of the stock is allocated to the
participating employees' accounts. Contributions to the ESOT charged to expense
were $2,269,000, $2,255,000 and $1,023,000 for the years ended 1994, 1993 and
1992, respectively.
To fund additional purchases of the Company stock, the ESOT borrowed
$1,172,000 from the Company repayable over ten years under a stock pledge
agreement. The interest rate is based upon the average interest rate paid by the
Company. Interest payments amounted to $90,000, $105,000 and $101,000 for 1994,
1993 and 1992, respectively. As of March 31, 1994, $820,000 is outstanding under
this agreement.
During fiscal year 1991, the Company executed an additional stock pledge
agreement with the ESOT to make loans available in an aggregate principal amount
equal to $10,000,000 over a five year commitment period. Borrowings under the
agreement are repaid based upon a twenty year amortization period. Interest is
based upon the average rate paid by AMERCO under all promissory notes,
commercial paper and other evidences of indebtedness issued by AMERCO and
outstanding as of the date the rate is to be calculated. Under this agreement,
$9,331,000 is outstanding at March 31, 1994. Interest payments under this
agreement were $474,000 and $366,000 for 1994 and 1993, respectively. Subsequent
to March 31, 1994 borrowings total $418,000.
The Plan held 1,111,557 shares in trust valued at the appraised value of
$17.00 per share as of March 31, 1994.
In April, 1994 the ESOT modified the 1991 agreement to increase the
commitment from $10,000,000 to $20,000,000 and extend the commitment period an
additional five years.
During fiscal 1989, the Company adopted a Key Employee Stock Purchase Plan
(the KESPP) authorizing it to sell to employees and non-employee directors of
the Company up to 3,240,000 shares of common stock of the Company at a per share
price of $6.79, the fair market value of such shares on the date such plan was
adopted. Pursuant to authorization by the Board of Directors, five key employees
purchased 3,239,600 shares under the KESPP for cash and promissory notes at the
rate of nine percent per annum. In July 1989, the Plan purchased 1,904,000
shares of the Company's $.25 par value common stock from four key employees at a
per share price of $8.63, the fair market value of such shares on the date of
sale. Principal and interest payments on the promissory notes were received by
the Company from the key employees.
Oxford insures various group life and group disability insurance plans
covering employees of the consolidated group. As of January 1, 1991, the Company
elected to self-fund its group-health and dental plans. Premiums earned were
$1,325,000, $1,037,000 and $308,000 for the years ended 1994, 1993 and 1992,
respectively and were eliminated in consolidation.
11. POSTRETIREMENT BENEFITS
The Company provides medical and life insurance benefits to retired
employees and eligible dependents over age 65 if the employee meets specified
age and service requirements.
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 106, "Employers; Accounting for Postretirement Benefits Other Than
Pensions" effective April 1, 1993. The standard requires that employers use the
accrual method of accounting for postretirement benefits. Prior to 1994, the
Company recognized these costs, which were not material, as claims were
incurred. The Company elected to immediately recognize the cumulative effect of
the change in accounting for postretirement benefits of $5.0 million ($3.1
million net of income tax benefit) which represents the accumulated
postretirement benefit obligation (APBO) existing at April 1, 1993. In addition,
the impact of the change in 1994 ongoing operations is an increase in expense of
about $1.1 million ($672 thousand after income taxes). The Company continues to
fund medical and life insurance benefit costs as claims are incurred.
The components of net periodic postretirement benefit cost are as follows
(in thousands):
1994
--------
Service cost for benefits earned during the period $ 489
Interest cost on APBO 598
-------
Net periodic postretirement benefit cost $ 1,087
========
The amounts recognized in the Company's balance sheet at March 31, 1994 were
as follows (in thousands):
Accumulated postretirement benefit obligation:
Retirees $ 1,848
Eligible active employees 413
Other active employees 3,832
--------
Accrued postretirement benefit cost $ 6,093
========
The discount rate used in determining the APBO was 7.75%. The assumed health
care cost trend rate used in measuring the accumulated postretirement benefit
obligation was 9.3% in 1994, declining annually to an ultimate rate of 3.5% in
2010. The assumed health care cost trend rate reflects a $20,000 maximum
lifetime benefit included in the Company's plan.
If the health care cost trend rate assumptions were increased by 1.0%, the
APBO, as of March 31, 1994, would be increased by approximately $950 thousand.
The effect of this change on the sum of the service cost and interest cost
components of net periodic postretirement benefit cost for 1994 would be an
increase of approximately $148 thousand.
AMERCO AND CONSOLIDATED SUBSIDIARIES
12. SUPPLEMENTAL INCOME STATEMENT INFORMATION
Supplemental income statement information from operations is as follows:
Year ended
---------------------------------
1994 1993 1992
--------- --------- ---------
(in thousands)
Maintenance and repairs $ 205,511 $ 170,688 $ 141,267
========= ========= =========
Depreciation and amortization $ 148,740 $ 128,530 $ 124,368
========= ========= =========
Taxes, other than income taxes:
Payroll $ 18,950 $ 16,302 $ 15,400
Premiums 2,182 2,429 2,670
Property and other 27,874 25,364 26,398
--------- --------- ----------
$ 49,006 $ 44,095 $ 44,468
========= ========= =========
Lease expense $ 84,359 $ 119,106 $ 123,368
========= ========= =========
Advertising costs $ 26,291 $ 23,180 $ 23,078
========= ========= =========
13. REINSURANCE
The Company assumes and cedes reinsurance on both a coinsurance and risk
premium basis. The Company obtains reinsurance for that portion of risks
exceeding retention limits.
The Company also reinsures a wide range of property-casualty risks with
third parties and insures general and auto liability, multiple peril and
worker's compensation coverage for the consolidated group, independent fleet
owners and customers as a direct writer and as a reinsurer through third party
companies.
To the extent that a reinsurer is unable to meet its obligation under the
related reinsurance agreements, the Company would remain liable for the unpaid
losses and loss expenses. Pursuant to certain of these agreements, the Company
holds letters of credit in the amount of $17,000,000 from reinsurers. The
Company has issued letters of credit totaling approximately $2,200,000 in favor
of certain ceding companies.
Losses and loss expense recoveries from reinsurers of $24,300,000 and
$25,400,000 were recognized in 1993 and 1992, respectively.
RWIC is a reinsurer of municipal bond insurance through an agreement with
MBIA Inc. Premium generated through this agreement is recognized pro rata over
the contract coverage period. The related unearned premium as of December 31,
1993 and 1992 was $4,400,000 and $4,700,000, respectively. RWIC's share of case
loss reserves related to this coverage is approximately $41,000 at December 31,
1993. RWIC's aggregate exposure for Class 1 municipal bond insurance was
$686,000,000 as of December 31, 1993.
A summary of reinsurance transactions by business segment follows:
<TABLE>
<CAPTION>
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
-------- --------- ---------- ----------- ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Year end 1994
- -------------
Life insurance in force $ 19,860 $ 524 $ 2,979,714 $ 2,999,050 99%
======== ======== =========== ===========
Premiums earned:
Life $ 53 $ 16 $ 8,876 $ 8,913 99%
Accident and health 1,120 209 1,455 2,366 61
Annuity -- -- 5,419 5,419 100
Property casualty 81,676 45,122 70,092 106,646 66
-------- -------- ----------- -----------
Total $ 82,849 $ 45,347 $ 85,842 $ 123,344
======== ======== =========== ===========
Year end 1993
- -------------
Life insurance in force $ 20,983 $ 547 $ 3,375,548 $ 3,395,984 99%
======== ======== =========== ===========
Premiums earned:
Life $ 81 $ -- 9,910 $ 9,991 99%
Accident and health 996 103 2,111 3,004 70
Annuity 202 -- 2,907 3,109 94
Property casualty 73,523 39,016 48,214 82,721 58
-------- -------- ----------- -----------
Total $ 74,802 $ 39,119 $ 63,142 $ 98,825
======== ======== =========== ===========
Year end 1992
- -------------
Life insurance in force $ 21,044 $ 571 $ 3,988,265 $ 4,008,738 99%
======== ======== =========== ===========
Premiums earned:
Life $ 153 $ 14 $ 11,680 $ 11,819 99%
Accident and health 1,051 16 4,574 5,609 82
Annuity 72 54 2,784 2,802 99
Property casualty 71,786 33,205 28,315 66,896 42
-------- -------- ----------- -----------
Total $ 73,062 $ 33,289 $ 47,353 $ 87,126
======== ======== =========== ===========
</TABLE>
14. CONTINGENT LIABILITIES AND COMMITMENTS
The Company and certain members of the Company's Board of Directors are
defendants in an action where the plaintiffs, certain stockholders of the
Company have alleged, among other things, that certain of the individual
plaintiffs were wrongfully excluded from sitting on the Company's Board of
Directors in 1988 through the sale of Company common stock to certain key
employees. The plaintiffs seek equitable relief, compensatory damages, and
punitive damages. All claims for equitable relief that would have allowed the
plaintiffs to sit on the Board of Directors have been dismissed, subject only to
the right of the plaintiffs to appeal such dismissal. The Company and
director-defendants filed a motion for summary judgement that would be
dispositive of all remaining claims. On August 15, 1994, the Company was
dismissed from the action, subject only to the right, to the extent that any
exists, of the plaintiffs to appeal such dismissal.
The Company is a defendant in a number of suits and claims incident to the
type of business conducted and several administrative proceedings arising from
state and local provisions that regulate the removal and/or clean up of
underground fuel storage tanks. The Company owns property within two state
hazardous waste sites in the state of Washington. At this time, the remedial
cleanup costs or range of costs for such sites cannot be estimated. Management's
opinion is that none of the suits or claims involving AMERCO and/or its
subsidiaries is expected to result in any material loss.
The Company occupies certain facilities and uses certain equipment under
operating lease commitments with terms expiring through 2079. Lease expense was
$84,359,000, $119,106,000 and $123,368,000 for the years ended 1994, 1993 and
1992, respectively. During the year ended March 31, 1994, U-Haul Leasing & Sales
Co., a wholly-owned subsidiary of U-Haul, entered into twenty-seven
transactions, and entered into four additional subsequent transactions whereby
the Company sold rental trucks and subsequently leased them back. AMERCO has
guaranteed $39,205,000 of residual values at March 31, 1994 and $3,109,000 of
residual values subsequent to March 31, 1994 on these assets at the end of lease
term. Certain leases contain renewal and fair market value purchase options and
mileage and other restrictions similar to those disclosed in Note 5 for notes
payable and loan agreements. Following are the lease commitments for leases
having terms of more than one year (in thousands):
Year end 1994
------------------------
Property,
plant and Additions
other Rental Subsequent
Year ended equipment Trucks to year-end Total
---------- --------- --------- ----------- ---------
1995 $ 2,781 $ 51,014 $ 6,506 $ 60,301
1996 1,094 36,099 8,143 45,336
1997 775 29,217 8,143 38,135
1998 598 29,217 8,143 37,958
1999 432 29,217 8,143 37,792
Thereafter 4,873 42,442 17,920 65,235
-------- --------- -------- ---------
$ 10,553 $ 217,206 $ 56,998 $284,757
======== ========= ======== =========
The Company has reduced future lease commitments during the year ended March
31, 1994 in the amount of $37,238,000 through the early termination of certain
leases. Residual value guarantees were also reduced by $34,036,000 in connection
with the terminations.
Certain of the Company's credit agreements contain provisions that could
result in a required prepayment upon a "change in control" of the Company. A
"change in control" is deemed to occur if (a) any transfer of any shares of any
class of capital stock results in the Company's ESOP and members of the Shoen
family owning in the aggregate less than the amount of capital stock as may be
necessary to enable them to cast in excess of 50% of the votes for the election
of directors of the Company or (b) during any period for two consecutive years,
persons who at the beginning of such period constituted the Board of Directors
of the Company (including any director approved by a vote of not less than
66-2/3% of such board) cease for any reason to constitute greater than 50% of
the then acting Board.
The Company does not currently have available sources of financing to fund
such prepayments if they became payable in full. In addition, upon such a
"change in control," the Company might lose the ability to draw on certain
unutilized lines of credit otherwise available.
15. PREFERRED STOCK PURCHASE RIGHTS
In July 1988, the Company's Board of Directors adopted a stockholder-rights
plan, and such rights were distributed as a dividend at the rate of one right
for each outstanding share of the Company's common stock to the holders of
record of common shares on July 29, 1988. As a result of the 400-for-1 common
stock split that occurred on October 1, 1990, each outstanding share of common
stock currently has one four-hundredth of a right associated with it. When
exercisable, each right will entitle its holder to purchase from the Company one
one-hundredth of a share of the new Series C Preferred Stock of the Company at a
price of $15,000. AMERCO has reserved 5,000 shares of authorized but unissued
preferred stock for the Series C Preferred Stock authorized in this
stockholder-rights plan. The rights will become exercisable if a person or group
of affiliated or associated persons acquire or obtain the right to acquire
beneficial ownership of 50% or more of the common stock without approval of a
majority of the Board of Directors of the Company. The majority approval must be
made by members of the Board who were members as of July 25, 1988 (Disinterested
Directors) or subsequent members elected to the Board if such persons are
recommended or approved by a majority of the Disinterested Directors. The rights
will expire on July 29, 1998 unless earlier redeemed by the Company pursuant to
authorization by a majority of the Disinterested Directors.
In the event the Company is acquired in a merger or other business
combination transaction after the rights become exercisable, provision shall be
made so that each holder of a right shall have the right to receive, upon
exercise thereof and payment of the exercise price, that number of common shares
of such corporation which at the time of such transaction would have a market or
book value of two times the exercise price of the right. If the Company is the
surviving company, each holder would have the right to receive, upon payment of
the exercise price, common shares with a market or book value of two times the
exercise price.
16. STOCK OPTION PLAN
In October 1992, the stockholders approved a ten year incentive plan
entitled the AMERCO Stock Option and Incentive Plan (the Plan) for officers and
key employees of the Company.
Under the Plan, Incentive Stock Options (ISOs), Non-qualified Stock Options,
Stock Appreciation Rights (SAR), Restricted Stock Dividend Equivalents and
Performance Shares may be awarded. The aggregate numbers of shares of stock
subject to award under the Plan may not exceed 3,000,000. The stock subject to
the Plan is AMERCO Common Stock unless prior to the date the first award is made
under the Plan, a Committee of at least two Board members determines, in its
discretion, to utilize another class of the Company's stock. No options or
awards have been granted under the Plan.
The Plan provides for the granting of ISOs as defined under the Internal
Revenue Code and Non-qualified Stock Options under such terms and conditions as
the Committee determines in its discretion. The ISOs may be granted at prices
not less than one-hundred percent of the fair market value at the date of grant
with a term not exceeding ten years.
The Plan provides for the granting of SARs subject to certain conditions and
limitations to holders of options under the Plan. SARs permit the optionee to
surrender an exercisable option for an amount equal to the excess of the market
price of the common stock over the option price when the right is exercised.
Under the Restricted Stock feature of the Plan, a specified number of common
shares may be granted subject to certain restrictions. Restriction violations
during a specified period result in forfeiture of the stock. The Committee may,
in its discretion, impose any restrictions on a Restricted Stock award.
The Plan authorizes the Committee to grant Dividend Equivalents in
connection with options. Dividend Equivalents are rights to receive additional
shares of Company stock at the time of exercise of the option to which such
Dividend Equivalents apply.
Under the Plan, Performance Share units may be granted. Each unit is deemed
to be the equivalent of one share of Company stock and such units are credited
to a Performance Share account. The value of the units at the time of award or
payment is the fair market value of an equivalent number of shares of stock. At
the end of the award period, payment may be made subject to certain
predetermined criteria and restrictions.
17. RELATED PARTY TRANSACTIONS
AMERCO and Consolidated Subsidiaries have related party transactions with
certain major stockholders, directors and officers of the consolidated group as
disclosed in Notes 10 and 19 of Notes to Consolidated Financial Statements of
AMERCO.
Additionally, during the years ended 1994, 1993 and 1992, a subsidiary of
AMERCO purchased $2,607,000, $2,608,000 and $2,681,000, respectively, of
printing from a company wherein an officer is a major stockholder, director and
officer of AMERCO.
Management believes that these transactions were consummated on terms
equivalent to those that prevail in arm's-length transactions.
AMERCO AND CONSOLIDATED SUBSIDIARIES
18. SUPPLEMENTAL CASH FLOWS INFORMATION
During the year ended March 31, 1992, the Company received 648,000 shares of
common stock in exchange for cash and the cancellation of a restricted stock
purchase plan note receivable and accrued interest and returned the shares to
the treasury. In conjunction with the transaction, non-cash financing activities
were recorded as follows (in thousands):
Restricted stock purchase plan notes receivable cancelled $ 4,236
Additional paid-in capital recognized 1,173
Common stock exchanged at fair market value (5,961)
--------
Cash paid on exchange $ (552)
========
The (increase) decrease in receivables, inventories and accounts payable and
accrued liabilities net of other operating and investing activities follows:
Year ended
------------------------------
1994 1993 1992
--------- -------- ---------
(in thousands)
Receivables $ (19,945) $(4,508) $(10,156)
========= ======== =========
Inventories $ 2,425 $ (4,664) $ 15,211
========= ======== =========
Accounts payable and accrued liabilities $ 11,538 $ (1,899) $ 2,659
========= ======== =========
Cash paid for income taxes amounted to $3,275,000, $303,000 and $1,970,000
for 1994, 1993 and 1992, respectively.
Interest paid in cash amounted to $71,448,000, $81,115,000 and $78,488,000
for 1994, 1993 and 1992, respectively.
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA HOLDINGS, INC.
AND ITS SUBSIDIARIES
A summary consolidated balance sheet for Ponderosa Holdings, Inc. and its
subsidiaries is presented below:
December 31,
--------------------
1993 1992
---------- --------
(in thousands)
Investments -- fixed maturities $ 719,605 $647,505
Other investments 84,738 129,535
Receivables 138,049 37,264
Deferred policy acquisition costs 47,846 49,748
Due from affiliate 4,927 12,899
Deferred federal income taxes 8,350 9,305
Other assets 8,744 18,743
---------- --------
Total assets $1,012,259 $904,999
========== ========
Policy liabilities and accruals $ 380,424 $298,162
Unearned premiums 58,842 39,094
Premium deposits 312,708 320,961
Other policyholders' funds and liabilities 13,399 11,570
---------- --------
Total liabilities 765,373 669,787
Stockholder's equity 246,886 235,212
---------- --------
Total liabilities and stockholder's equity $1,012,259 $904,999
========== ========
Policy liabilities and accruals and unearned premiums by industry segment
are as follows:
1993 1992
---------- ---------
Policy benefits and losses, claims and loss expenses
payable
Life $ 46,123 $ 41,027
Property and Casualty 314,482 238,762(1)
Other policy claims and benefits payable - Life 15,006 11,278
Reinsurance losses payable - Property and Casualty 4,813 7,095
---------- ---------
380,424 298,162
Unearned Premiums - Property and Casualty 58,842 39,094
---------- ---------
$ 439,266 $ 337,256
========== =========
(1) Reserves of $418,000 in 1992 are eliminated in consolidation with AMERCO.
A summarized consolidated income statement for Ponderosa Holdings, Inc.
and subsidiaries is presented below:
Year ended December 31,
------------------------------------------
1993 1992 1991
---------- ---------- ----------
(in thousands)
Premiums $ 142,347 $ 118,206 $ 109,372
Net investment income 40,019 40,817 39,752
Other income (loss) 7,447 10,495 1,381
---------- ---------- ----------
Total revenue 189,813 169,518 150,505
Benefits and losses 120,825 106,617 93,652
Amortization of deferred
policy acquisition costs 9,343 9,352 5,439
Other expenses 29,834 24,993 19,119
---------- ---------- ----------
Income from operations 29,811 28,556 32,295
Federal income tax expense (8,723) (7,387) (12,442)
---------- ---------- ----------
Earnings from operations before
change in accounting
principle 21,088 21,169 19,853
Cumulative effect of a change in
accounting principle (93) -- --
---------- ---------- ----------
Net income $ 20,995 $ 21,169 $ 19,853
========== ========== ==========
Applicable laws and regulations of the State of Arizona require maintenance
of minimum capital determined in accordance with statutory accounting practices
in the amount of $1,000,000. In addition, the amount of dividends which can be
paid to stockholders by insurance companies domiciled in the State of Arizona is
limited. Any dividend in excess of the limit requires prior regulatory approval.
Statutory surplus which can be distributed as dividends is $17,619,000 at
December 31, 1993.
The consolidated audited statutory net income for the years ended December
31, 1993, 1992 and 1991 was $20,644,000, $19,708,000 and $20,984,000,
respectively; audited statutory capital and surplus was $176,194,000 and
$170,762,000 at December 31, 1993 and 1992, respectively.
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Industry Segment Data -- AMERCO's three industry segments are Rental
operations, Life insurance and Property/Casualty insurance. Rental operations is
composed of the operations of U-Haul International, Inc., which is engaged in
the rental of various kinds of equipment and sales of related products and
services. Life insurance is composed of the operations of Oxford Life Insurance
Company which operates in various life, accident and health and annuity lines.
Property/Casualty insurance is composed of the operations of Republic Western
Insurance Company which operates in various property and casualty lines.
Information concerning operations by industry segment follows:
<TABLE>
<CAPTION>
Property/ Adjustments
Rental Life Casualty and
Operations Insurance Insurance Eliminations Consolidated
----------- --------- ---------- ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
1994
- ----
Revenues:
Outside $ 965,839 $ 31,357 $ 137,659 $ -- $ 1,134,855
Intersegment (357) 2,834 18,862 (21,339) --
---------- -------- --------- --------- -----------
Total revenue $ 965,482 $ 34,191 $ 156,521 $ (21,339) $ 1,134,855
========== ======== ========= ========= ===========
Pretax operating profit $ 106,248 $ 9,106 $ 20,705 $ (698) $ 135,361
========== ======== ========= =========
Interest expense 68,859
-----------
Pretax earnings from
operations $ 66,502
===========
Identifiable assets $1,593,044 $461,464 $ 550,795 $(260,861) $ 2,344,442
========== ======== ========= ========= ===========
Depreciation/amortization $ 137,220 $ 4,277 $ 7,243 $ -- $ 148,740
========== ======== ========= ========= ===========
Capital expenditures $ 530,520 $ -- $ -- $ -- $ 530,520
========== ======== ========= ========= ===========
1993
- ----
Revenues:
Outside $ 891,599 $ 33,619 $ 115,693 $ -- $ 1,040,911
Intersegment -- 2,630 18,402 (21,032) --
---------- -------- --------- --------- -----------
Total revenue $ 891,599 $ 36,249 $ 134,095 $ (21,032) $ 1,040,911
========== ======== ========= ========= ===========
Pretax operating profit $ 88,581 $ 12,325 $ 16,231 $ -- $ 117,137
========== ======== ========= =========
Interest expense 67,958
-----------
Pretax earnings from
operations $ 49,179
===========
Identifiable assets $1,377,386 $472,669 $ 422,079 $(248,111) $ 2,024,023
========== ======== ========= ========= ===========
Depreciation/amortization $ 118,438 $ 5,353 $ 4,739 -- $ 128,530
========== ======== ========= ========= ===========
Capital expenditures $ 130,841 $ -- $ -- $ -- $ 130,841
========== ======== ========= ========= ===========
1992
- ----
Revenues:
Outside $ 844,492 $ 31,391 $ 96,001 $ -- $ 971,884
Intersegment -- 1,158 21,991 (23,149) --
---------- -------- --------- --------- -----------
Total revenue $ 844,492 $ 32,549 $ 117,992 $ (23,149) $ 971,884
========== ======== ========= ========= ===========
Pretax operating profit $ 69,628 $ 11,056 $ 21,239 $ -- $ 101,923
========== ======== ========= =========
Interest expense 76,189
-----------
Pretax earnings from
operations $ 25,734
===========
Identifiable assets $1,354,758 $457,324 $ 402,190 $(234,948) $ 1,979,324
========== ======== ========= ========= ===========
Depreciation/amortization $ 118,637 $ 2,712 $ 3,019 $ -- $ 124,368
========== ======== ========= ========= ===========
Capital expenditures $ 68,754 $ -- $ -- $ -- $ 68,754
========== ======== ========= ========= ===========
</TABLE>
United States Canada Consolidated
Geographic Area Data -- ------------- -------- ------------
(in thousands)
1994
- ----
Revenues $ 1,106,761 $ 28,094 $ 1,134,855
Pretax earnings (loss) from
operations $ 65,919 $ 583 $ 66,502
Identifiable assets $ 2,298,948 $ 45,494 $ 2,344,442
1993
- ----
Revenues $ 1,013,884 $ 27,027 $ 1,040,911
Pretax earnings (loss) from
operations $ 49,855 $ (676) $ 49,179
Identifiable assets $ 1,983,419 $ 40,604 $ 2,024,023
1992
- ----
Revenues $ 947,181 $ 24,703 $ 971,884
Pretax earnings (loss) from
operations $ 28,407 $ (2,673) $ 25,734
Identifiable assets $ 1,942,361 $ 36,963 $ 1,979,324
21. SUBSEQUENT EVENTS
On May 3, 1994, the Company declared a cash dividend of $3,241,000 ($.53125
per preferred share) to preferred stockholders of record as of May 13, 1994.
On July 26, 1994, the Company declared a cash dividend of $3,241,000
($.53125 per preferred share) to preferred stockholders of record as of August
12, 1994.
On October 13, 1994, the Company declared a cash dividend of $3,241,000
($.53125 per preferred share) to preferred stockholders of record as of
November 8, 1994.
Subsequent to the date of these financial statements, the board of directors
of Oxford declared a dividend of its stock in RWIC to Ponderosa.
As discussed in Note 14, certain members of the Company's Board of
Directors are defendants in an action whereby the plaintiffs, certain
shareholders of the Company, have alleged that certain of the individual
plaintiffs were wrongfully excluded from sitting on the Company's Board of
Directors in 1988 through the sale of the Company's common stock to certain key
employees, various breaches of fiduciary duty and other unlawful conduct by the
individual defendants. The plaintiffs seek equitable relief, compensatory
damages, and punitive damages. All claims for equitable relief that would have
allowed the plaintiffs to sit on the Board of directors have been dismissed,
subject only to the right of the plaintiffs to appeal such dismissal. The
Company was also a defendant in the action as originally filed, but was
dismissed from the action on August 15, 1994, subject only to the right, to the
extent that any xists, of the plaintiffs to appeal such dismissal.
Based upon the preliminary rulings by the Court and the fact that the
plaintiffs alleged that their stock is virtually worthless, the Company believes
that the plaintiffs elected that their remedy in the litigation would be the
sale of their stock to the defendants at a price determined by the Court based
on the value of their stock in 1988. On October 7, 1994, the jury determined
that such value was $81.12 per share or approximately $1.48 billion. The
defendants have filed post-trial motions to (i) request a new trial and/or (ii)
reduce the amount of consideration to be paid to the plaintiffs for their stock
to not more than $394 million or to obtain judgment in favor of the defendants.
Upon completion of this litigation, including any appeals, and a final
determination of the purchase price to be paid to the plaintiffs, the Company
believes that the Outside Stockholder Group will cease to exist. The Company is
unable to predict the outcome of the post-trial motions and the likelihood of
appeal by any party or the consequences of any appeal. However, based upon the
advice of Snell & Wilmer, counsel to the defendants other than Paul F. Shoen,
the Company believes that even if the Court does not render judgment in favor of
the defendants or order a new trial, a substantial reduction in the jury verdict
is probable.
The Company has agreed to indemnify the defendants to the fullest extent
permitted by law or the Company's Articles of Incorporation or Bylaws, for all
expenses and damages, if any, incurred by the defendants in this proceeding,
subject to certain exceptions. At this time, the extent of the Company's
indemnification obligations, if any, cannot be reasonably estimated. The
Company believes that there is a substantial likelihood that if the jury verdict
is substantially reduced, the resulting amount to be paid to the plaintiffs for
their shares will not exceed the fair market value of the shares to be acquired
by the defendants. In such event, the defendants may choose to acquire the
shares without making indemnification claims against the Company. No provision
has been made in the Company's financial statements for any possible
indemnification claims. If the jury verdict in this case is significantly
reduced, the Company believes that it can satisfy its indemnification
obligations, if any. Before the Company will have any indemnification
obligations, a final judgment must be entered against the defendants, the
defendants must request indemnification from the Company, and a determination
must be made under Nevada law as to the validity of the indemnification claims.
If valid indemnification claims are made, the Company believes that it has
various means of financing any such indemnification obligations consistent with
its existing credit agreements. In the alternative, the Company may seek the
waiver or amendment of certain of the provisions of one or more of its credit
agreements when the indemnification obligations are determined. The Company
believes, but no assurance can be given, that it can obtain any necessary
waivers or amendments. If the jury verdict is significantly reduced, the Company
does not believe that there would be a material adverse effect on its earnings,
financial position, or cash flows. If the jury verdict is not significantly
reduced and any resulting judgment is not stayed by appeal or other proceedings,
the Company may be unable to satisfy its indemnification obligations if valid
indemnification claims are made. There can be no assurance that the jury
verdict will be significantly reduced.
Through the second quarter of fiscal 1995, a subsidiary of the Company
loaned SAC Self-Storage Corporation (SAC) a total of $32.5 million for the
purchase of self-storage properties by SAC. Such properties are presently
being operated by the Company pursuant to management agreements. SAC is owned
by Edward J. Shoen, Mark V. Shoen and James P. Shoen, who are all shareholders
and directors of the Company. The underlying notes bear interest at a rate of
9%, due quarterly and are secured by real property.
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30,
(UNAUDITED)
(IN THOUSANDS)
1994 1993
----------- -----------
ASSETS
Cash......................................... $ 19,617 $ 15,459
Receivables.................................. 208,833 92,735
Inventories.................................. 41,920 48,240
Prepaid expenses............................. 24,307 25,093
Investments, fixed maturities................ 718,438 667,013
Investments, other........................... 94,392 121,479
Deferred policy acquisition costs............ 48,917 49,353
Other assets................................. 30,283 26,127
----------- -----------
Property, plant and equipment, at cost:
Land....................................... 200,720 180,074
Buildings and improvements................. 693,041 621,747
Furniture and equipment.................... 166,268 159,711
Rental trailers and other rental equipment. 218,445 207,848
Rental trucks.............................. 863,982 753,522
General rental items....................... 55,186 59,580
---------- -----------
2,197,642 1,982,482
Less accumulated depreciation.............. 972,968 858,941
----------- -----------
Total property, plant and equipment...... 1,224,674 1,123,541
----------- -----------
$ 2,411,381 $ 2,169,040
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities... $ 158,920 $ 138,003
Notes and loans............................ 725,565 766,946
Policy liabilities and accruals............ 449,986 330,019
Liabilities from premium deposits.......... 308,408 321,025
Cash Overdraft............................. 14,569 59,976
Other policyholders' funds and liabilities. 6,617 13,429
Deferred income............................ 8,714 5,524
Deferred income taxes...................... 64,799 38,660
----------- -----------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000 shares
authorized; 6,100,000 issued without
par value and outstanding as of June
30, 1994 and none issued
or outstanding as of June 30, 1993....... -- --
Serial common stock, with or without
par value, 150,000,000 shares authorized. -- --
Series A common stock of $.25 par
value, authorized 10,000,000 shares,
issued 5,754,334 shares as of June 30,
1994 and none as of June 30, 1993........ 1,438 --
Common stock of $.25 par value,
authorized 150,000,000 shares,
issued 34,245,666 shares as of June 30,
1994 and 40,000,000 shares as of
June 30, 1993............................ 8,562 10,000
Additional paid-in capital................. 165,651 19,331
Foreign currency translation............... (11,461) (7,102)
Retained earnings.......................... 540,325 499,522
----------- -----------
704,515 521,751
Less:
Cost of common shares in treasury
(1,335,937 shares as of
June 30, 1994 and June 30, 1993)......... 10,461 10,461
Loan to leveraged employee stock
ownership plan........................... 20,251 15,832
----------- -----------
Total stockholders' equity............... 673,803 495,458
Contingent liabilities and commitments.......
----------- -----------
$ 2,411,381 $ 2,169,040
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
QUARTERS ENDED JUNE 30,
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
1994 1993
----------- -----------
Revenues
Rental and other revenue................... $ 230,207 $ 208,042
Net sales.................................. 51,302 47,642
Premiums................................... 31,559 24,640
Net investment income...................... 10,510 11,024
----------- -----------
Total revenues........................... 323,578 291,348
Costs and expenses
Operating expense.......................... 166,786 158,865
Cost of Sales.............................. 27,550 29,273
Benefits and losses........................ 26,412 23,941
Amortization of deferred acquisition costs. 3,084 2,153
Depreciation............................... 37,282 30,140
Interest expense........................... 16,638 17,338
----------- -----------
Total costs and expenses................. 277,752 261,710
Pretax earnings from operations.............. 45,826 29,638
Income tax expense......................... (16,413) (8,775)
----------- -----------
Earnings from operations before
cumulative effect of change in
accounting principle....................... 29,413 20,863
Cumulative effect of a change in
accounting principle....................... -- (3,504)
----------- -----------
Net earnings............................. 29,413 17,359
=========== ===========
Earnings per common share:
Earnings from operations before
cumulative effect of change
in accounting principle.................. $ .71 $ .56
Cumulative effect of a change in
accounting principle..................... -- (.09)
----------- -----------
Net earnings............................. $ .71 $ .47
=========== ===========
Weighted average common shares outstanding... 37,107,536 37,158,211
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
QUARTERS ENDED JUNE 30,
(UNAUDITED)
(IN THOUSANDS)
1994 1993
--------- ---------
Series A common stock of $.25 par value:
Authorized 10,000,000 shares, issued
5,754,334 in 1994, none in 1993
Beginning and end of quarter.................. $ 1,438 $ --
--------- ---------
Common stock of $.25 par value:
Authorized 150,000,000 shares in 1994
and 1993, 34,245,666 issued in 1994,
40,000,000 issued in 1993
Beginning and end of quarter.................. 8,562 10,000
--------- ---------
Additional paid-in capital:
Beginning and end of quarter.................. 165,651 19,331
--------- ---------
Foreign currency translation:
Beginning of quarter.......................... (11,152) (6,122)
Change during quarter......................... (309) (980)
--------- ---------
End of quarter................................ (11,461) (7,102)
--------- ---------
Retained earnings:
Beginning of quarter.......................... 515,200 482,163
Net earnings................................ 29,413 17,359
Dividends paid to stockholders:
Preferred stock: ($.53 per share 1994).... (3,241) --
Change in net unrealized gain on investments (1,047) --
--------- ---------
End of quarter................................. 540,325 499,522
--------- ---------
Treasury stock:
Beginning and end of quarter................... 10,461 10,461
--------- ---------
Loan to leveraged Employee Stock Ownership Plan:
Beginning of quarter........................... 17,451 14,953
Increase in loan............................. 2,919 1,000
Proceeds from loan........................... (119) (121)
--------- ---------
End of quarter................................. 20,251 15,832
--------- ---------
Total stockholders' equity....................... $ 673,803 $ 495,458
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
QUARTERS ENDED JUNE 30,
(UNAUDITED)
(IN THOUSANDS)
1994 1993
---------- ---------
Cash flows from operating activities:
Net earnings............................................. $ 29,413 $ 17,359
Depreciation and amortization.......................... 41,489 32,622
Provision for losses on accounts receivable............ 736 108
Net gain on sale of real and personal property......... (131) (1,324)
(Gain) loss on sale of investments..................... 30 (411)
Cumulative effect of a change in accounting principle.. -- 5,006
Changes in policy liabilities and accruals............. 11,766 (6,819)
Additions to deferred policy acquisition costs......... (4,155) (5,790)
Net change in other operating assets and liabilities... 43,182 22,333
--------- ---------
Net cash provided by operating activities................ 122,330 63,084
--------- ---------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment........................ (144,794) (226,844)
Fixed maturities..................................... (31,098) (70,438)
Real estate.......................................... (8) --
Mortgage loans....................................... (5,504) --
Proceeds from sales of investments:
Property, plant and equipment........................ 58,868 64,657
Fixed maturities..................................... 30,756 51,305
Real estate.......................................... 220 324
Mortgage loans....................................... 1,442 2,600
Changes in other investments......................... (10,507) 5,345
--------- ---------
Net cash used by investing activities.................... (100,625) (173,051)
--------- ---------
Cash flows from financing activities:
Net change in short-term borrowings.................... 46,250 (4,000)
Proceeds from notes.................................... -- 95,000
Loan to leveraged Employee Stock Ownership Plan........ (2,919) (1,000)
Proceeds from leveraged Employee Stock Ownership Plan.. 119 121
Principal payments on notes............................ (44,449) (21,175)
Net change in cash overdraft........................... (11,990) 35,125
Dividends paid......................................... (3,241) --
Investment contract deposits........................... 6,966 8,758
Investment contract withdrawals........................ (11,266) (8,694)
--------- ---------
Net cash provided (used) by financing activities......... (20,530) 104,135
--------- ---------
Increase (decrease) in cash.............................. 1,175 (5,832)
Cash at beginning of quarter............................. 18,442 21,291
--------- ---------
Cash at end of quarter................................... $ 19,617 $ 15,459
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
(UNAUDITED)
AMERCO AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the parent
corporation, AMERCO, and its subsidiaries, all of which are wholly-owned. All
material intercompany accounts and transactions of AMERCO and its subsidiaries
(herein called the "Company" or the "consolidated group") have been eliminated.
The consolidated balance sheets as of June 30, 1994 and 1993, and the related
consolidated statements of earnings, changes in stockholders' equity and cash
flows for the quarters ended June 30, 1994 and 1993 are unaudited; in the
opinion of management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted only of
normal recurring items. Interim results are not necessarily indicative of
results for a full year.
The financial statements and notes are presented as permitted by Form 10-Q
and do not contain information included in the Company's annual financial
statements and notes.
Earnings per share are computed based on the weighted average number of
shares outstanding, not including ESOP shares that have not been committed to
release. Net income is reduced for preferred dividends.
Certain reclassifications have been made to the financial statements for the
quarter ended June 30, 1993 to conform with the current year's presentation.
2. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA HOLDINGS, INC.
AND ITS SUBSIDIARIES
A summary consolidated balance sheet (unaudited) for Ponderosa Holdings,
Inc. and its subsidiaries is presented below:
March 31,
----------------------------
1994 1993
-------------- ------------
(in thousands)
Investments -- fixed maturities................ $ 718,438 $ 667,013
Other investments.............................. 94,392 121,479
Receivables.................................... 132,944 37,409
Deferred policy acquisition costs.............. 48,917 49,353
Due from affiliate............................. 9,125 1,083
Deferred federal income taxes.................. 8,195 8,123
Other assets................................... 14,892 11,050
-------------- ------------
Total assets............................... $ 1,026,903 $ 895,510
============== ============
Policy liabilities and accruals................ $ 385,539 $ 292,801
Unearned premiums.............................. 64,292 37,636
Premium deposits............................... 308,408 321,025
Other policyholders' funds and liabilities..... 11,543 13,266
-------------- ------------
Total liabilities.......................... 769,782 664,728
Stockholder's equity........................... 257,121 230,782
-------------- ------------
Total liabilities and
stockholder's equity................. $ 1,026,903 $ 895,510
============== ============
A summarized consolidated income statement (unaudited) for Ponderosa
Holdings, Inc. and its subsidiaries is presented below:
Three Months ended March 31,
-------------------------
1994 1993
-------- --------
(in thousands)
Premiums ....................... $ 34,352 $ 26,875
Net investment income .......... 10,554 11,067
Other income ................... 1,267 1,745
-------- --------
Total revenue .............. 46,173 39,687
Benefits and losses ............ 26,412 23,941
Amortization of deferred policy
acquisition costs ............ 3,084 2,153
Other expenses ................. 7,801 5,671
-------- --------
Income from operations ..... 8,876 7,922
Federal income tax expense ..... (2,742) (2,267)
-------- --------
Earnings from operations before
change in accounting principle 6,134 5,655
Cumulative effect of a change in
accounting principle ......... -- (85)
-------- --------
Net income ................. $ 6,134 $ 5,570
======== ========
3. CONTINGENT LIABILITIES AND COMMITMENTS
The Company is a defendant in a number of suits and claims incident to the
type of business conducted and several administrative proceedings arising from
state and local provisions that regulate the removal and/or clean up of
underground fuel storage tanks. The Company owns property within two state
hazardous waste sites in the state of Washington. At this time, the remedial
cleanup cost or range of costs for such sites cannot be estimated.
Management's opinion is that none of the suits or claims involving AMERCO
and/or its subsidiaries is expected to result in any material loss.
Certain of the Company's credit agreements contain provisions that could
result in a required prepayment upon a "change in control" of the Company. A
"change in control" is deemed to occur if (a) any transfer of any shares of
any class of capital stock results in the Company's ESOP and members of the
Shoen family owning in the aggregate less than the amount of capital stock as
may be necessary to enable them to cast in excess of 50% of the votes for the
election of directors of the Company or (b) during any period for two
consecutive years, persons who at the beginning of such period constituted the
Board of Directors of the Company (including any director approved by a vote of
not less than 66-2/3% of such board) cease for any reason to constitute greater
than 50% of the then acting Board.
The Company does not currently have available sources of financing to fund
such prepayments if they become payable in full. In addition, upon such a
"change in control," the Company might lose the ability to draw on certain
unutilized lines of credit otherwise available.
As disclosed on the Form 10-K for the year ended March 31, 1994, certain
members of the Company's Board of Directors are defendants in an action
whereby the plaintiffs, certain shareholders of the Company, have alleged that
certain of the individual plaintiffs were wrongfully excluded from sitting on
the Company's Board of Directors in 1988 through the sale of the Company's
common stock to certain key employees, various breaches of fiduciary duty and
other unlawful conduct by the individual defendants. The plaintiffs seek
equitable relief, compensatory damages, and punitive damages. All claims for
various breaches of fiduciary duty and other unlawful conduct by the
individual defendants that would have allowed the plaintiffs to sit on the
Board of Directors have been dismissed, subject only to the right of the
plaintiffs to appeal such dismissal. The Company was also a defendant in the
action as originally filed, but was dismissed from the action on August 15,
1994, subject only to the right, to the extent that any exists, of the
plaintiffs to appeal such dismissal. See also Note 7 to Consolidated
Financial Statements (Unaudited).
4. SUPPLEMENTAL CASH FLOWS INFORMATION
The (increase) decrease in receivables, inventories and accounts payable and
accrued liabilities net of other operating and investing activities follows:
Three Months ended June 30,
----------------------------
1994 1993
------------- -------------
(in thousands)
Receivables................................. $ (14,042) $ (28,320)
============= =============
Inventories................................. $ 7,092 $ 3,197
============= =============
Accounts payable and accrued liabilities.... $ 39,141 $ 24,350
============= =============
Cash paid for income taxes amounted to $224,000 and $200,000 for 1994 and
1993, respectively.
Interest paid in cash amounted to $20,569,000 and $23,466,000 for 1994 and
1993, respectively.
5. NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 112 -- Employers'
Accounting for Postemployment Benefits.
Issued in November 1992, this statement applies to employers who provide
certain benefits to former or inactive employees after employment but before
retirement. It requires that the cost of such benefits be recognized over the
service period of employees as these benefits vest or accumulate. The provisions
of this statement must be adopted for fiscal years beginning after December 15,
1993. The impact of adoption of this statement will not be material.
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for years beginning
after December 15, 1994. The standard requires that an impaired loan's fair
value be measured and compared to the recorded investment in the loan. If the
fair value of the loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company has not completed an evaluation
of the effect of this standard.
Statement of Financial Accounting Standards No. 115 -- Accounting for
Certain Investments in Debt and Equity Securities.
Effective December 31, 1993, RWIC adopted SFAS 115. This statement requires
classification of debt securities into one of the following three categories
based on management's intention with regard to such securities:
held-to-maturity, available-for-sale and trading. Securities classified as
held-to-maturity are recorded at cost adjusted for the amortization of premiums
or accretion of discounts while those classified as available-for-sale are
recorded at fair value with unrealized gains or losses reported on a net basis
as a separate component of stockholders' equity. Securities classified as
trading, if any, are recorded at fair value with unrealized gains or losses
reported on a net basis in income. RWIC does not currently maintain a trading
portfolio. U-Haul and Oxford will adopt this statement in fiscal 1995. The
effect of adopting SFAS 115 on the Company's financial statements is
immaterial.
Statement of Position 93-7, "Reporting on Advertising Costs," was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising takes place, reporting
the costs of direct-response advertising, and amortizing the amount of
direct-response advertising reported as assets. This statement of position is
effective for financial statements for years beginning after June 15, 1994. The
Company currently matches certain advertising costs with revenue generated in
future periods, and at June 30, 1994, $9.1 million in advertising costs are
deferred and included in prepaid expenses. The Company has completed an
evaluation of the effect of this statement of position but has not determined
the timing of adoption. However, the Company must adopt this Statement of
Position in fiscal 1996.
6. INVESTMENTS
A comparison of amortized cost to market for fixed maturities is as follows
(in thousands):
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
March 31, 1994 -------- --------- --------- --------
US Treasury securities and
government obligations $ 45,609 $ 3,041 $ -- $ 48,650
US government agency mortgage
backed securities 120,730 1,225 (4,492) 117,463
States, municipalities, and
political subdivisions 44,288 3,654 (169) 47,773
Corporate securities 463,491 12,644 (6,463) 469,672
Mortgage-backed securities 42,156 166 (2,158) 40,164
Redeemable preferred stock 2,164 384 -- 2,548
-------- --------- ------- --------
TOTAL $718,438 $ 21,114 $(13,282) $726,270
======== ========= ======== ========
7. SUBSEQUENT EVENTS
As disclosed in Note 3, certain of Company's current and former directors
are defendants in an action initiated by certain of the Company's shareholders.
Based upon the preliminary rulings by the Court and the fact that the plaintiffs
alleged that their stock is virtually worthless, the Company believes that the
plaintiffs elected that their remedy in the litigation would be the sale of
their stock to the defendants at a price determined by the Court based on the
value of their stock in 1988. On October 7, 1994, the jury determined that such
value was $81.12 per share or approximately $1.48 billion. The defendants have
filed post-trial motions to (i) request a new trial and/or (ii) reduce the
amount of consideration to be paid to the plaintiffs for their stock to not more
than $394 million or to obtain judgment in favor of the defendants. Upon
completion of this litigation, including any appeals, and a final determination
of the purchase price to be paid to the plaintiffs, the Company believes that
the Outside Stockholder Group will cease to exist. The Company is unable to
predict the outcome of the post-trial motions and the likelihood of appeal by
any party or the consequences of any appeal. However, based upon the advice of
Snell & Wilmer, counsel to the defendants other than Paul F. Shoen, the Company
believes that even if the Court does not render judgment in favor of the
defendants or order a new trial, a substantial reduction in the jury verdict is
probable.
The Company has agreed to indemnify the defendants to the fullest extent
permitted by law or the Company's Articles of Incorporation or Bylaws, for all
expenses and damages, if any, incurred by the defendants in this proceeding,
subject to certain exceptions. At this time, the extent of the Company's
indemnification obligations, if any, cannot be reasonably estimated. The
Company believes that there is a substantial likelihood that if the jury verdict
is substantially reduced, the resulting amount to be paid to the plaintiffs for
their shares will not exceed the fair market value of the shares to be acquired
by the defendants. In such event, the defendants may choose to acquire the
shares without making indemnification claims against the Company. No provision
has been made in the Company's financial statements for any possible
indemnification claims. If the jury verdict in this case is significantly
reduced, the Company believes that it can satisfy its indemnification
obligations, if any. Before the Company will have any indemnification
obligations, a final judgment must be entered against the defendants, the
defendants must request indemnification from the Company, and a determination
must be made under Nevada law as to the validity of the indemnification claims.
If valid indemnification claims are made, the Company believes that it has
various means of financing any such indemnification obligations consistent with
its existing credit agreements. In the alternative, the Company may seek the
waiver or amendment of certain of the provisions of one or more of its credit
agreements when the indemnification obligations are determined. The Company
believes, but no assurance can be given, that it can obtain any necessary
waivers or amendments. If the jury verdict is significantly reduced, the Company
does not believe that there would be a material adverse effect on its earnings,
financial position, or cash flows. If the jury verdict is not significantly
reduced and any resulting judgment is not stayed by appeal or other proceedings,
the Company may be unable to satisfy its indemnification obligations if valid
indemnification claims are made. There can be no assurance that the jury
verdict will be significantly reduced.
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER, ANY OF
THE UNDERWRITERS, OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
--------------
TABLE OF CONTENTS
Prospectus
PAGE
--------
Available Information........................................ 2
Information Incorporated by Reference........................ 2
Prospectus Summary........................................... 3
Risk Factors................................................. 5
The Company.................................................. 9
Capitalization............................................... 9
Stockholder Matters.......................................... 10
Selected Consolidated Financial Data......................... 11
Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 12
Business..................................................... 24
Management................................................... 37
Principal Stockholders....................................... 38
Certain Provisions that May Limit Changes in Control......... 41
Certain Transactions......................................... 42
Selling Security Holder...................................... 43
Description of Capital Stock................................. 44
Underwriting................................................. 46
Legal Opinions............................................... 47
Experts...................................................... 47
Index to Financial Statements................................ F-1
500,000 Shares
AMERCO
Ponderosa Insurance Holdings
U-Haul
AMERCO Real Estate Company
COMMON STOCK
----------------
PROSPECTUS
----------------
CRUTTENDEN & COMPANY
, 1994
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee............ $8,224
NASD Filing Fee................................................ 2,750
Printing and Engraving Expenses................................ 75,000
Listing Fees................................................... 7,500
Legal Fees and Expenses........................................ 300,000
Accounting Fees and Expenses................................... 95,000
Blue Sky Fees and Expenses..................................... 7,500
Transfer Agent Fees............................................ 2,500
Underwriter's Non-accountable Expense Allowance................ 225,000*
Other Expenses................................................. 6,526
--------
Total Expenses............................................... $730,000
========
* To be paid by Selling Stockholder
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada General Corporation Law requires the Company to indemnify
officers and directors for any expenses incurred by any officer or director in
connection with any actions or proceedings, whether civil, criminal,
administrative, or investigative, brought against such officer or director
because of his or her status as an officer or director, to the extent that the
director or officer has been successful on the merits or otherwise in defense of
the action or proceeding. The Nevada General Corporation Law permits a
corporation to indemnify an officer or director, even in the absence of an
agreement to do so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in a manner in
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation and such indemnification is authorized by the
stockholders, by a quorum of disinterested directors, by independent legal
counsel in a written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors, or by independent legal counsel
in a written opinion if a quorum of disinterested directors cannot be obtained.
The Company's Restated Articles of Incorporation eliminate personal liability of
directors and officers, to the Corporation or its stockholders, for damages for
breach of their fiduciary duties as directors or officers, except for liability
(i) for acts or omissions that involve intentional misconduct, fraud, or a
knowing violation of law, or (ii) for the unlawful payment of dividends. In
addition, the Company's Bylaws provide that the Company shall indemnify, to the
fullest extent authorized or permitted by law, any person made, or threatened to
be made, a defendant in any threatened, pending, or completed action, suit, or
proceeding by reason of the fact that he or she was a director or officer of the
Company. The Company has also executed Indemnification Agreements that provide
that certain of the Company's directors and officers shall be indemnified and
held harmless by the Company to the fullest extent permitted by applicable law
or the Restated Articles of Incorporation or Bylaws of the Company. The Company
has established a trust fund with Harris Trust and Savings Bank as trustee in
order to fund its obligations under the Indemnification Agreements. The Company
has agreed to maintain a minimum balance in the trust fund of $1,000,000. The
Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law. The Nevada General Corporation Law
also provides that indemnification of directors is not permitted for the
unlawful payment of distributions, except for those directors registering their
dissent to the payment of the distribution.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
1 Proposed Form of Underwriting Agreement.
4(a) Restated Articles of Incorporation.(4)
4(b) Form of Stock Certificate.*
4(c) Bylaws.*
5 Opinion re Legality.*
10(a) AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership
Plan.(2)
10(b) U-Haul Dealership Contract.(2)
10(c) Share Repurchase and Registration Rights Agreement.(2)
10(d) Share Repurchase and Registration Rights Agreement.(2)
10(e) Management Consulting Agreement.(2)
10(f) Management Consulting Agreement.(2)
10(g) ESOP Loan Credit Agreement.(3)
10(h) ESOP Loan Agreement.(3)
10(i) Trust Agreement for the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan.(3)
10(j) Amended Indemnification Agreement.(3)
10(k) Indemnification Trust Agreement.(3)
10(l) W.E. Carty Installment Sales Agreement.(3)
10(m) Exchange Agreement with Mark V. Shoen.*
10(n) Exchange Agreement with James P. Shoen.*
10(o) Exchange Agreement with Edward J. Shoen.*
10(p) W.E. Carty Contract of Purchase and Sale of Land.*
23(a) Consent of Independent Accountants.
23(b) Consent of Lionel, Sawyer & Collins and Snell & Wilmer
(included in Exhibit 5).
24 Power of Attorney (included on signature page of Registration
Statement).
28 Information from Reports Furnished to State Insurance Regulatory
Authorities.(1)
99 Opinion of Snell & Wilmer.
- ----------
* Previously filed.
(1) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended March 31, 1994, file no. 0-7862.
(2) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended March 31, 1993, file no. 0-7862.
(3) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended March 31, 1990, file no. 0-7862.
(4) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, file no. 0-7862.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(2) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on the 1st day of
November, 1994.
AMERCO
By: /s/ Edward J. Shoen
----------------------------------------------
Edward J. Shoen
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 5 to this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
NAME AND SIGNATURE TITLE DATE
------------------ ----- ----
/s/ Edward J. Shoen President and Chairman November 1, 1994
- ----------------------------- of the Board (Principal
Edward J. Shoen executive officer)
* Treasurer (Principal November 1, 1994
- ----------------------------- financial and accounting
Gary B. Horton officer
* Director November 1, 1994
- -----------------------------
Mark V. Shoen
Director
- -----------------------------
James P. Shoen
* Director November 1, 1994
- -----------------------------
William E. Carty
* Director November 1, 1994
- -----------------------------
John M. Dodds
* Director November 1, 1994
- -----------------------------
Charles J. Bayer
* Director November 1, 1994
- -----------------------------
Richard J. Herrera
* Director November 1, 1994
- -----------------------------
Aubrey K. Johnson
By /s/ Edward J. Shoen
---------------------------
* Edward J. Shoen
(Attorney-in-fact)
AMERCO
(a Nevada Corporation)
575,000 Shares of Common Stock
UNDERWRITING AGREEMENT
Dated _______________, 1994
AMERCO
(a Nevada Corporation)
575,000 Shares of Common Stock
UNDERWRITING AGREEMENT
________________, 1994
Cruttenden & Company, Inc.
As Representative of the several
Underwriters named in Schedule A hereto
18301 Von Karman, Suite 100
Irvine, CA 92715
Ladies and Gentlemen:
AMERCO, a Nevada corporation (the "Company"), and Sophia M. Shoen (the
"Selling Stockholder"), confirm their agreements with Cruttenden & Company,
Inc., the representative of the several underwriters named in Schedule A
hereto (collectively, the "Underwriters," which term shall also include any
underwriter substituted as hereinafter provided in Section 10), with respect
to the sale by the Selling Stockholder and the purchase by the Underwriters,
acting severally and not jointly, of the respective numbers of shares
totaling 500,000 shares of Common Stock, par value $.25 per share (the
"Firm Shares"), of the Company set forth in said Schedule A. In addition, for
the sole purpose of covering over-allotments in connection with the sale of the
Firm Shares, the Selling Stockholder proposes to grant to the Underwriters an
option to purchase up to an additional 75,000 shares (the "Option Shares") of
Common Stock. The Firm Shares and any Option Shares are herein called the
"Shares."
You have advised us that each of you, acting severally and not jointly,
desire to purchase the Shares and that you have been authorized by the other
Underwriters to execute this Agreement on their behalf.
The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-2 (File
No. 33-54289) covering the registration of the Shares under the Securities
Act of 1933, as amended (the "1933 Act"), including the related preliminary
prospectus, and either (A) has prepared and proposes to file, prior to the
effective date of such registration statement, one or more amendments to
such registration statement, including a final prospectus, or (B) if the
Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"), will prepare and file a prospectus, in accordance with the
provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act
Regulations, promptly after execution and delivery of this Agreement. The
information, if any, included in such prospectus that was omitted from any
prospectus included in such registration statement at the time it becomes
effective but that is deemed, pursuant to Rule 430A(b), to be part of such
registration statement at the time it becomes effective is referred to
herein as the "Rule 430A Information." Each form of prospectus used before
the time such registration statement becomes effective is herein called a
"preliminary prospectus." Such registration statement, including the
exhibits thereto, as amended at the time it becomes effective and including,
if applicable, the Rule 430A Information, is herein called the "Registration
Statement," and the form of prospectus included in the Registration
Statement at the time it becomes effective is herein called the "Prospectus"
except that, if the final Prospectus first furnished to the Underwriters
after the execution of this Agreement in connection with the offering of the
Shares differs from the prospectus included in the Registration Statement at
the time it becomes effective (whether or not such prospectus is required to
be filed pursuant to Rule 424(b)), the term "Prospectus," shall refer to the
final Prospectus first furnished to the Underwriters for such use. Any
reference herein to the Registration Statement, any preliminary prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-2 under the
1933 Act, as of the date thereof, and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to any preliminary
prospectus or the Prospectus shall be deemed to refer to and include any
documents filed with the Commission after such date under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and
regulations of the Commission promulgated thereunder (the "1934 Act
Regulations"), and so incorporated by reference (all such incorporated
documents being herein called the "Incorporated Documents").
The Company and the Selling Stockholder understand that the
Underwriters propose to make a public offering of the Shares as soon as you
deem advisable after the Registration Statement becomes effective.
Section 1. Representations and Warranties.
(a) The Company represents and warrants to and agrees with each of the
Underwriters that:
(i) When the Registration Statement and any further amendments
thereto shall become effective, (A) the Registration Statement and any
such amendments will comply in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations; (B) neither
the Registration Statement nor any such amendment will contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. Neither the Prospectus nor any amendment or
supplement thereto will, as of their respective issue dates, at the
Closing Date referred to below, include an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading. Notwithstanding the foregoing,
this representation and warranty does not apply to statements or
omissions from the Registration Statement or the Prospectus or any
amendments or supplements thereto made in reliance upon and in
conformity with information furnished or confirmed in writing to the
Company by or on behalf of the Selling Stockholder or any Underwriter
expressly for use in the Registration Statement or the Prospectus or
any amendments or supplements thereto.
(ii) The Incorporated Documents when they became effective or
were filed with the Commission, as the case may be, complied in all
material respects with the requirements of the 1933 Act, the 1933 Act
Regulations, the 1934 Act or the 1934 Act Regulations, as applicable,
and any documents so filed and incorporated by reference subsequent to
the date of the Prospectus shall, when they are filed with the
Commission, conform in all material respects to the requirements of the
1933 Act, 1933 Act Regulations, 1934 Act and the 1934 Act Regulations,
as applicable.
(iii) Price Waterhouse, who are reporting upon the audited
consolidated financial statements and schedules included in the
Registration Statement, are independent public accountants as required
by the 1933 Act and the 1933 Act Regulations. The Company and the
Subsidiaries (as hereinafter defined) maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general and
specific authorizations; (ii) transactions are recorded as necessary to
permit preparations of financial statements in conformance with
generally accepted accounting principles and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with
management's general or specific authorizations; and (iv) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to
any differences.
(iv) The Company has all requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement,
and this Agreement has been duly authorized, executed and delivered by
the Company and constitutes the valid and binding agreement of the
Company, and is enforceable against the Company in accordance with its
terms.
(v) The consolidated financial statements included in the
Registration Statement present fairly the financial position of the
Company and the Subsidiaries (as hereinafter defined) as of the dates
indicated and the consolidated statements of operations, stockholders'
equity and cash flows of the Company and the Subsidiaries for the
periods specified. Such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis throughout the periods involved. The financial
statement schedules, if any, included in the Registration Statement
present fairly the information required to be stated therein.
(vi) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada
with corporate power under such laws to own lease and operate its
properties and conduct its business as described in he Prospectus; and
the Company is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which
it owns or leases property of a nature, or transact business of a type,
that would make such qualification necessary, except to the extent that
the failure to so qualify or be in good standing would not have a
material adverse effect on the business, financial condition or results
of operations of the Company and the Subsidiaries (as hereinafter
defined), taken as a whole ("Material Adverse Effect").
(vii) The Company's only subsidiaries are listed on Exhibit A
hereto (collectively, the "Subsidiaries"). U-Haul International, Inc.,
Ponderosa Holdings, Inc. (whose Significant Subsidiaries are Oxford
Life Insurance Company and Republic Western Insurance Company) and
Amerco Real Estate Company are the only subsidiaries that are
"significant subsidiaries" of the Company as defined in Section 1-02 of
Regulation S-X under the Securities Act (collectively, the "Significant
Subsidiaries"). Each Significant Subsidiary is a corporation duly
incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation with corporate power under such
laws to own, lease and operate its properties and conduct its business
as described in the Prospectus; and each Subsidiary is duly qualified
to transact business as a foreign corporation and is in good standing
in each other jurisdiction in which it owns or leases property of a
nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure to so
qualify or be in good standing would not have a Material Adverse
Effect. All of the outstanding shares of capital stock of each
Subsidiary have been duly authorized and validly issued and are fully
paid and non-assessable (except for the shares of the capital stock of
Oxford Life Insurance Company and Republic Western Insurance Company
that are further assessable to the extent of their respective par
values in accordance with Article 14, Section 11 of the Constitution of
the State of Arizona), and are owned by the Company, directly or
through one or more Subsidiaries, free and clear of any pledge, lien,
security interest, claim or encumbrance of any kind; none of the
outstanding shares of capital stock of the Subsidiaries was issued in
violation of the preemptive or similar rights of any stockholder of
such corporation arising by operation of law, under the charter or
bylaws of any Subsidiary or under any agreement to which the Company or
any Subsidiary is a party.
(viii) The Company had at the date indicated a duly authorized
and outstanding capitalization as set forth in the Prospectus and the
Shares conform in all material respects to the description thereof
contained in the Prospectus.
(ix) The Shares to be sold by the Selling Stockholder pursuant to
this Agreement have been duly authorized and are validly issued, fully
paid and non-assessable; no holder thereof shall be subject to personal
liability by reason of being such holder; such Shares are not subject
to the preemptive or other similar rights of any stockholder of the
Company arising by operation of law, under the charter and bylaws of
the Company or under any agreement to which the Company is a party,
except as have been waived.
(x) Except as disclosed in the Prospectus, there are no
outstanding options, warrants or other rights calling for issuance of,
and no commitments, plans or arrangements to issue, any shares of
capital stock of the Company or any security convertible into,
exercisable for, or exchangeable for capital stock of the Company.
There is outstanding no security or other instrument which by its terms
is convertible into or exchangeable for capital stock of the Company,
except as described in the Prospectus. Except as disclosed in the
Prospectus, there is no commitment, plan or arrangement to change or
alter the rights, preferences or privileges of any outstanding class or
series of the capital stock of the Company.
(xi) All of the outstanding shares of capital stock of the
Company, including the Shares, have been duly authorized and validly
issued and are fully paid and non-assessable; and none of the
outstanding shares of Common Stock of the Company was issued in
violation of the preemptive or other similar rights of any stockholder
of the Company arising by operation of law, under the charter and
bylaws of the Company or under any agreement to which the Company or
any Subsidiary is a party.
(xii) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as otherwise
stated therein or contemplated thereby, there has not been (A) any
material adverse change in the business, financial condition or results
of operations of the Company and the Subsidiaries, taken as a whole
("Material Adverse Change"), whether or not arising in the ordinary
course of business, (B) any transaction entered into by the Company or
any of the Subsidiaries, other than in the ordinary course of business
that is material to the Company and the Subsidiaries, taken as a whole,
or (C) any dividend or distribution of any kind declared, paid or made
by the Company, on its capital stock, except for dividends declared and
paid on the Series A 8-1/2% Preferred Stock.
(xiii) Neither the Company nor any Significant Subsidiary is in
violation of its charter or in default in the performance or observance
of any obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
agreement or instrument to which it is a party or by which it is bound
or to which any of its properties or assets is subject, except for such
defaults that would not have a Material Adverse Effect. The execution
and delivery of this Agreement by the Company, the consummation by the
Company of the transactions contemplated in this Agreement and
compliance by the Company with the terms of this Agreement have been
duly authorized by all necessary corporate action on the part of the
Company and do not and will not result in any violation of the charter
or bylaws of the Company or any Subsidiary, and do not and will not
conflict with, or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or the Subsidiaries under (A) any indenture,
mortgage, loan agreement, note, lease or other agreement or instrument
to which the Company or any of the Subsidiaries is a party or by which
the Company or any of the Subsidiaries is bound or to which any of the
Company's or any of the Subsidiaries' properties or assets is subject
(except for such conflicts, violations, defaults or breaches as have
been waived), or (B) any existing applicable law, rule, regulation,
judgment, order or decree of any government, governmental
instrumentality or court having jurisdiction over the Company or any of
the Subsidiaries or any of the Company's or any of the Subsidiaries'
properties or assets, in each case, except as disclosed in the
Prospectus and except for such conflicts, breaches, violations or
defaults or liens, charges or encumbrances that would not have a
Material Adverse Effect.
(xiv) The Company is not required to obtain any authorization,
approval, consent or license of any government, governmental
instrumentality or court (other than under the 1933 Act and the 1933
Act Regulations and the Securities or blue sky laws of the various
states) in connection with the due authorization, execution, delivery
and performance by the Company of this Agreement and the valid sale and
delivery of the Shares.
(xv) Except as disclosed in the Prospectus, there is no action,
suit, or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company
or any Subsidiary that is required to be disclosed in the Prospectus or
that could reasonably be expected to result in any Material Adverse
Change, or that could reasonably be expected to materially and
adversely affect the properties or assets of the Company and the
Subsidiaries, taken as a whole, or that could reasonably be expected to
materially and adversely affect the consummation of the transactions
contemplated in this Agreement.
(xvi) There are no contracts or documents of a character required
to be described in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement that are not
described and filed as required.
(xvii) Each of the Company and the Subsidiaries owns, or has
valid rights to use in the manner currently used or proposed to be
used, all properties and assets described in the Prospectus, except
such as do not materially impair or interfere with the current use made
of such properties or could not reasonably be expected to have a
Material Adverse Effect.
(xviii) Each of the Company and the Subsidiaries owns or
possesses all foreign and domestic governmental licenses, permits,
certificates, consents, orders, approvals and other authorizations
(collectively, "Government Licenses") necessary to own or lease, as the
case may be, and to operate its properties and to carry on its business
as presently conducted, except where the failure to own or possess such
Governmental Licenses could reasonably be expected to not have a
Material Adverse Effect, and neither the Company nor any Subsidiary has
received any notice of proceedings relating to revocation or
modification of any such Governmental Licenses that, singly or in the
aggregate, if the subject of an unfavorable decision, rulings or
findings, could reasonably be expected to have a Material Adverse
Effect.
(xix) Each of the Company and the Subsidiaries owns or possesses,
or has the right to use or can acquire on reasonable terms, trademarks,
service marks and trade names (collectively, "intellectual property")
necessary to carry on their business as presently operated by them,
except where the failure to own or possess or have the right to use or
ability to acquire any such intellectual property would not have a
Material Adverse Effect, and neither the Company nor any of the
Subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any intellectual
property or of any facts which would render any intellectual property
invalid or inadequate to protect the interest of the Company or any of
the Subsidiaries therein and which infringement or conflict, singly or
in the aggregate, if the subject of any unfavorable decision, ruling or
findings or invalidity or inadequacy, would have a Material Adverse
Effect.
(xx) Except as disclosed in the Prospectus, the Company and the
Subsidiaries comply in all material respects with all Environmental
Laws (as defined below), except to the extent that failure to comply
with such Environmental Laws would not have a Material Adverse Effect.
To the knowledge of the Company, other than as disclosed in the
Prospectus, none of the Company nor the Subsidiaries (i) is the subject
of any pending of threatened federal, state or local investigation
evaluating whether any remedial action by the Company or any Subsidiary
is needed to respond to a release of any Hazardous Materials (as
defined below) into the environment, resulting from the Company's or
any of the Subsidiaries' business operations or ownership or possession
of any of their properties or assets or (ii) is in contravention or any
Environmental Law that, in the case of (i) or (ii), could reasonably be
expected to have a Material Adverse Effect. Except as disclosed in the
Prospectus, neither the Company nor any Subsidiary has received any
notice or claim, nor are there pending or, to the knowledge of the
Company, threatened lawsuits against them, with respect to violations
of an Environmental Law or in connection with any release of Hazardous
Material into the environment that, in the aggregate, if the subject of
any unfavorable decision, ruling or finding, could reasonably be
expected to have a Material Adverse Effect. As used herein,
"Environmental Laws" means any federal, state or local law or
regulation applicable to the Company's or any of the Subsidiaries'
business operations or ownership or possession of any of their
properties or assets relating to environmental matters, and "Hazardous
Materials" means those substances that are regulated by or form the
basis of liability under any Environmental Laws.
(xxi) No labor dispute exists with the Company's or the
Subsidiaries' employees or, to the knowledge of the Company, is
imminent that could reasonably be expected to have a Material Adverse
Effect; and neither the Company nor the Subsidiaries are aware of any
existing or imminent labor disturbance by the employees of its
principal suppliers, manufacturers or contractors which might be
expected to result in any Material Adverse Change.
(xxii) The Company has not taken and will not take, directly or
indirectly, any action designed to cause or result in stabilization or
manipulation of the price of the Shares.
(xxiii) Except as disclosed in the Prospectus, all United States
federal income tax returns of the Company and the Subsidiaries required
by law to be filed have been filed and all taxes shown by such returns
or otherwise assessed, which are due and payable, have been paid,
except tax assessments, if any, as are being contested in good faith
and as to which adequate reserves have been provided. To the best of
the Company's knowledge, the charges, accruals and reserves on the
respective books of the Company and the Subsidiaries in respect of any
United States federal income tax liability for any years not finally
determined are adequate to meet any assessments or re-assessments for
additional United States federal income tax for any years not finally
determined, except as disclosed in the Prospectus and except to the
extent of any inadequacy that would not have a Material Adverse Effect.
(xxiv) There are no holders of securities (debt or equity) of the
Company, or holders of rights (including, without limitation,
preemptive rights), warrants or options to obtain securities of the
Company or the Subsidiaries, who have the right to request the Company
to register securities held by them under the Securities Act, other
than as disclosed in the Prospectus.
(xxv) Each of the Company and the Subsidiaries is conducting its
business in compliance with all applicable local, state, federal and
foreign laws, rules and regulations of the jurisdictions in which it is
conducting business except to the extent that such failure to comply
would not have a Material Adverse Effect.
(xxvi) The Company is not an investment company within the
meaning of the investment Company Act of 1940, as amended.
(xxvii) The Shares are free from any Company-imposed restrictions
preventing or limiting their resale as contemplated hereby, including
without limitation, the restriction on transfer set forth in Article
VII, Section 2 of the Company's Restated Bylaws.
(xxviii) Neither the Company nor any director, officer, agent,
employee or other person associated with or acting on behalf of the
Company has, directly or indirectly: used any corporate funds for
unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds; violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended; or
made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment.
(xxix) The Company has not incurred any liability for a fee,
commission or other compensation on account of the employment of a
broker or finder in connection with the transactions contemplated by
this Agreement.
(xxx) The Company is eligible to use Form S-2 for the
registration of the Shares.
(b) The Selling Stockholder represents and warrants to, and agrees
with each of the Underwriters as follows:
(i) The Selling Stockholder is not prompted to sell the Shares to
be sold by the Selling Stockholder by any information concerning the
Company that is not set forth in the Prospectus or other documents
filed by the Company with the Commission pursuant to the periodic
reporting and other informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(ii) When the Registration Statement and any further amendments
thereto shall become effective, neither the Registration Statement nor any
such amendment will contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading to the extent that such statements or
omissions were made in reliance upon and in conformity with information
furnished or confirmed in writing to the Company by the Selling Stockholder
expressly for use in the Registration Statement or the Prospectus or any
amendments or supplements thereto. Without having undertaken to determine
independently the accuracy or completeness of either the representations
and warranties of the Company contained in Section l(a) hereof or the
information contained in the Registration Statement, including the
Prospectus (and any amendment or supplement thereto), the Selling
Stockholder (A) does not have any actual knowledge that the representations
and warranties of the Company contained in Section l(a) hereof are not true
and correct, and (B) is familiar with the Registration Statement and does
not have any actual knowledge that the Registration Statement contains
any untrue statements of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading; except that the foregoing shall not apply to
statements in or omissions from any such document (A) made in reliance
upon, and in conformity with, written information furnished to the
Company by the Underwriters specifically for use in the preparation
thereof or (B) to the extent, if any, such statements or omissions are
inconsistent with information furnished in writing to the Company or the
Underwriters by the Selling Stockholder expressly for this purpose.
(iii) The Selling Stockholder has full right, power and authority
to enter into this Agreement and the Custody Agreement (as defined
below) and to sell, transfer and deliver the Shares pursuant to this
Agreement, and this Agreement has been duly authorized, executed and
delivered by the Selling Stockholder.
(iv) Except as set forth in the Prospectus, there is no action,
suit, investigation (of which such Selling Stockholder has received
written notice) or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, or otherwise now pending
or, to the knowledge of the Selling Stockholder, threatened to which
the Selling Stockholder is or would be a party or of which the property
of the Selling Stockholder is or may be subject, that (i) seeks to
restrain, enjoin, prevent the consummation of or otherwise challenge
the sale of Shares by the Selling Stockholder or any of the other
transactions contemplated hereby or (ii) questions the legality or
validity of any such transactions or seeks to recover damages or obtain
other relief in connection with any such transactions.
(v) The Selling Stockholder has duly executed and delivered, in
the form heretofore furnished to the Underwriters, a custody agreement
(the "Custody Agreement") with The Chemical Trust Company of California
as custodian (the "Custodian"), and Grover T. Wickersham and Debra K.
Weiner, as attorneys-in-fact for the Selling Stockholder (the
"Attorneys-in-Fact"); the Attorneys-in-Fact and the Custodian are each
authorized to deliver the Shares to be sold by the Selling Stockholder
pursuant to this Agreement and to accept payment therefor and to
otherwise act on behalf of the Selling Stockholder as set forth in the
Custody Agreement.
(vi) No authorization, approval, consent or license of any
government, governmental instrumentality or court (other than under the
1933 Act and the 1933 Act Regulations and the securities or blue sky
laws of the various states) is required for the execution and delivery
by the Selling Stockholder of the Custody Agreement, the execution and
delivery by or on behalf of the Selling Stockholder of this Agreement
and the valid sale and delivery of the Shares to be sold by the Selling
Stockholder hereunder.
(vii) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not result in
a breach by the Selling Stockholder of, or constitute a default by the
Selling Stockholder under, any indenture, deed of trust, contract or
other agreement or instrument or any decree, judgment or order to which
the Selling Stockholder is a party or by which the Selling Stockholder
may be bound or the properties of the Selling Stockholder may be
subject.
(viii) The Selling Stockholder will at each Closing Date (as
hereinafter defined) have good and valid title to the Shares to be sold
by the Selling Stockholder pursuant to this Agreement, free and clear
of any pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind; and, upon delivery of such Shares and payment
of the purchase price therefor as contemplated in this Agreement, each
of the Underwriters will receive good and valid title to the Shares
purchased by it from the Selling Stockholder, free and clear of any
pledge, lien, security interest, charge, claim, restriction or
transfer, equity or encumbrance of any kind.
(ix) Certificates for all of the Shares to be sold by the Selling
Stockholder pursuant to this Agreement, in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or
assignment in blank with signatures guaranteed, have been placed in
custody with the Custodian with irrevocable conditional instructions to
deliver the Shares to the Underwriters pursuant to this Agreement.
(x) The Selling Stockholder has not taken and will not take,
directly or indirectly, any action designed to cause or result in
stabilization or manipulation of the price of the Common Stock.
(xi) Neither the Selling Stockholder nor any of her affiliates
directly or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, or has any other
association with (within the meaning of Article I, Section l(m) of the
Bylaws of the National Association of Securities Dealers, Inc.), any
member firm of the National Association of Securities Dealers, Inc.
(xii) The Selling Stockholder has not relied upon any
representation by the Underwriters with respect to any tax consequences
(federal, state or local) of the transactions contemplated hereby, or
otherwise. The Selling Stockholder acknowledges that any tax liability
that might arise with respect to the Shares to be sold by the Selling
Stockholder shall be solely the responsibility of the Selling
Stockholder.
(c) Any certificate signed by any officer of the Company and delivered
to you or to Cooley, Godward, Castro, Huddleson & Tatum, as counsel for the
Underwriters pursuant to this Agreement or at the Closing contemplated
hereby shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby; and any certificate signed by
or on behalf of the Selling Stockholder and delivered to you or to counsel
for the Underwriters at or prior to any Closing Date pursuant to the terms
of this Agreement or the transactions contemplated hereby shall be deemed a
representation and warranty by the Selling Stockholder to each Underwriter
as to matters covered thereby.
Section 2. Sale and Delivery to the Underwriters; Closing.
(a) On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, the
Selling Stockholder agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter agrees, severally and not jointly, to purchase
from the Selling Stockholder the number of Firm Shares set forth in Schedule A
opposite the name of such Underwriter (plus such additional number of Firm
Shares that such Underwriter may become obligated to purchase pursuant to
Section 10 hereof).
The purchase price per Share to be paid by the Underwriters shall be
$________________. The initial public offering price of the Shares shall be
$____________________.
(b) The Selling Stockholder hereby grants to the Underwriters an option to
purchase from Selling Stockholder solely for the purpose of covering
over-allotments in the sale of Firm Shares, all or any portion of the Option
Shares for a period of 45 days from the date hereof at the same purchase price
per Share as set forth in Section 2(a) above for the Firm Shares. Option Shares
shall be purchased from the Selling Shareholder, severally and not jointly, for
the accounts of the several Underwriters in proportion to the number of Firm
Shares set forth opposite such Underwriter's name in Schedule A hereto, except
that the respective purchase obligations of each Underwriter shall be adjusted
by the Representative so that no Underwriter shall be obligated to purchase
fractional Option Shares.
(c) Payment of the purchase price for, and delivery of certificates
for, the Firm Shares and the Option Shares, if the option to purchase the same
is exercised on or before the third business day prior to the First Closing
Date, shall be made in a form acceptable to the Selling Stockholder at the
offices of Cruttenden & Company, Suite 100, 18301 Von Karman, Irvine,
California, or at such other place as shall be agreed upon by the Company, the
Selling Stockholder and you, at 10:00 a.m. Pacific Time either (i) on the fifth
full business day after the effective date of the Registration Statement, or
(ii) at such other time not more than ten full business days thereafter as you,
the Company and the Selling Stockholder shall determine (such date and time of
payment and delivery being herein called the " First Closing Date"). Payment
shall be made to the Selling Stockholder by certified or official bank check or
checks in California Clearing House funds or similar next day funds payable to
the order of the Selling Stockholder against delivery to you for the respective
accounts of the several Underwriters of certificates for the Shares to be
purchased by them.
The option to purchase Option Shares granted in Section 2 hereof may be
exercised during the term thereof by written notice to the Company and the
Selling Stockholder from the Representative. Such notice shall set forth the
aggregate number of Option Shares as to which the option is being exercised and
the time and date, not earlier than either the First Closing Date or the second
business day after the date on which the option shall have been exercised not
later than the fifth business day after the date of such exercise, as determined
by the Representative, when the Option Shares are to be delivered (the "Option
Closing Date"). Delivery and payment for such Option Shares is to be at the
offices set forth above for delivery and payment of the Firm Shares. (The First
Closing Date and the Option Closing Date are herein individually referred to as
the "Closing Date" and collectively referred to as the "Closing Dates".)
(d) Certificates for the Shares to be purchased by the Underwriters
shall be in such denominations and registered in such names as you may request
in writing at least two full business days before the applicable Closing Date.
The certificates for the Shares will be made available for examination and
packaging by you not later than 10:00 a.m. on the business day prior to such
Closing Date.
(e) It is understood that each Underwriter has authorized you, for its
account, to accept delivery of, receipt for, and make payment of the
purchase price for, the Shares that it has agreed to purchase. You,
individually, may (but shall not be obligated to) make payment of the
purchase price for the Shares to be purchased by any Underwriter whose check
or checks shall not have been received by the applicable Closing Date.
Section 3. Certain Covenants of the Company. The Company covenants
with each Underwriter as follows:
(a) The Company will use its best efforts to cause the Registration
Statement to become effective and, if the Company elects to rely upon Rule
430A and subject to Section 3(b), will comply in all material respects with
the requirements of Rule 430A and will notify you promptly, (i) when the
Registration Statement, or any post-effective amendment to the Registration
Statement, shall have become effective, or any supplement to the Prospectus
or any amended Prospectus shall have been filed, (ii) of the receipt of any
comments from the Commission, (iii) of any request by the Commission to
amend the Registration Statement or amend or supplement any Prospectus or
for additional information and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus, or
of the suspension of the qualification of the Shares for offering or sale in
any jurisdiction, or of the institution or threatening of any proceedings
for any of such purposes. The Company will make every reasonable effort to
prevent the issuance of any such stop order or of any order preventing or
suspending such use and, if any such order is issued, to obtain the lifting
thereof at the earliest possible moment.
(b) The Company will not at any time file or make any amendment to the
Registration Statement, or any amendment or supplement (i) if the Company
has not elected to rely upon Rule 430A to the Prospectus or (ii) if the
Company has elected to rely upon Rule 430A, to either the prospectus
included in the Registration Statement at the time it becomes effective or
to the Prospectus, of which you shall not have previously been advised and
furnished a copy or to which you or Cooley, Godward, Castro, Huddleson &
Tatum, as counsel for the Underwriters shall have promptly and reasonably
objected in writing; provided that such objections shall not prevent the
filing of any amendment or supplement which, in the opinion of counsel for
the Company, is required by the 1933 Act or the 1933 Act Regulations, in
which case the Company shall make such changes in any such document prior to
the filing thereof as the Underwriters upon advice of counsel may reasonably
request.
(c) The Company has furnished or will furnish to you and your counsel,
without charge, two signed copies of the Registration Statement as
originally filed and of all amendments thereto, whether filed before or
after the Registration Statement becomes effective, copies of all exhibits
and documents filed therewith and signed copies of all consents and
certificates of experts and has furnished or will furnish to you, for each
other Underwriter, one conformed copy of the Registration Statement as
originally filed and each amendment thereto (without exhibits). In
addition, the Company has furnished or will furnish to you and your counsel,
without charge, such additional conformed copies of the Registration
Statement, any amendments or supplements thereto and exhibits as shall be
reasonably requested.
(d) The Company will deliver to each Underwriter, without charge, from
time to time until the effective date of the Registration Statement as many
copies of each preliminary prospectus as such Underwriter may reasonably
request, and the Company hereby consents to the use of such copies for
purposes permitted by the 1933 Act. The Company will deliver to each
Underwriter, without charge, as soon as the Registration Statement shall
have become effective and thereafter from time to time as requested during
the period when the Prospectus is required to be delivered under the 1933
Act and prior to the expiration of ninety days after the effective date of
the Registration Statement such number of copies of the Prospectus (as
supplemented or amended) as such Underwriter may reasonably request, and in
case any Underwriter is required to deliver a prospectus in connection with
sales of any of the Shares at any time ninety days or more after the
effective date of the Registration Statement upon such Underwriter's request
through you, but at the expense of such Underwriter, the Company will
prepare and deliver to such Underwriter, as many copies as you may request
of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the 1933 Act.
(e) The Company will comply to the best of its ability with the 1933
Act and the 1933 Act Regulations, and the Exchange Act, as amended, and the
rules and regulations of the Commission thereunder so as to permit the
completion of the distribution through the Underwriters of the Shares as
contemplated in this Agreement and in the Prospectus. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with
Sales by the Underwriters of the Shares any event shall occur or condition
exist as a result of which it is necessary, in the opinion of counsel for
the Underwriters or counsel for the Company, to amend the Registration
Statement or amend or supplement any Prospectus in order that the Prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the opinion of
either such counsel, at any such time to amend the Registration Statement or
amend or supplement any Prospectus in order to comply with the requirements
of the 1933 Act or the 1933 Act Regulations, the Company will promptly
prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such untrue statement
or omission or to make the Registration Statement or the Prospectus comply
with such requirements, provided that the Company shall make such changes in
any such document as the Underwriters upon advice of counsel may reasonably
request; provided, further, that the Company shall determine the final terms
of any such amendment or supplement.
(f) The Company will endeavor, in cooperation with the Underwriters,
to qualify the Shares for offering and sale under the applicable securities
laws of such states and other jurisdictions as you may designate and to
maintain such qualifications in effect for a period of not less than one
year from the effective date of the Registration Statement; provided,
however, that neither the Company nor any Subsidiary shall be obligated to
file any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. The
Company will file such statements and reports as may be required by the laws
of each jurisdiction in which the Shares have been qualified as above
provided.
(g) The Company will make generally available (within the meaning of
Section 11(a) of the 1933 Act and the 1933 Act Regulations) to its security
holders as soon as practicable, but not later than 15 months after the date
of the Prospectus, an earnings statement of the Company (which need not be
certified by independent certified public accountants unless required by the
1933 Act or the 1933 Act Relations, but which shall satisfy the provisions
of Section 11(a) of the 1933 Act Regulations), covering a period of 12
months beginning after the effective date of the Registration Statement but
beginning not later than the first day of the Company's fiscal quarter next
following such effective date.
(h) The Company will cause the Shares to be listed on the Nasdaq
National Market and comply with all applicable rules of the Nasdaq National
Market in connection with the transactions contemplated hereby.
(i) If the Company has elected to rely upon Rule 430A, it will take
such steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing
by the Commission and, in the event that it was not, it will promptly file
such prospectus.
(j) Intentionally omitted
(k) The Company will furnish to you as early as practicable prior to
the First Closing Date, but not less than two full business days prior thereto,
a copy of its latest available unaudited interim financial statements that have
been read by the Company's independent certified public accountants, as stated
in their letters to be furnished pursuant to Section 5(h) and 5(i).
(l) The Company will comply with all registration, filing and
reporting requirements of the Exchange Act, which may from time to time be
applicable to the Company.
(m) The Company will comply with all provisions of all undertakings
contained in the Registration Statement;
(n) Prior to the First Closing Date, the Company will issue no press
release with respect to the offering, without your prior written consent.
(o) The Company will file timely with the Commission and the National
Association of Securities Dealers, Inc. (the "NASD"), if required, a report
on Form 10-C in accordance with the Rules and Regulations of the Commission
under the Exchange Act.
(p) At each Closing Date, the Company will deliver to you true and correct
copies of the Articles of Incorporation and all amendments thereto of the
Company and the Significant Subsidiaries, all such copies to be certified as of
a recent date by the Secretary of State of the State of Nevada or the respective
state official of the state of incorporation of such Significant Subsidiaries;
true and correct copies of the bylaws of the Company and of the minutes of all
meetings of the directors and stockholders of the Company (or Actions by Written
Consent in Lieu of Meetings) held prior to such Closing Date which in any way
relate to the subject matter of this Agreement; and such other documents and
certificates as you or your counsel may reasonably request.
(q) The Company will use all reasonable efforts to comply or cause to
be complied with the conditions precedent to the several obligations of the
Underwriters in Section 5 hereof.
(r) The Company shall supply to your counsel and the Selling
Stockholder's counsel, at the Company's cost, unbound volumes for each such
party each containing material documents relating to the offering of the Shares
within a reasonable time after each Closing Date, not to exceed 90 days.
Section 4. Payment of Expense. The Company will pay all expenses
incident to the performance of its obligations under this Agreement,
including (a) the printing and filing of the Registration Statement
(including financial statements and exhibits), as originally filed and as
amended, the preliminary prospectus and the Prospectus and any amendments or
supplements thereto, and the cost of furnishing copies thereof to the
Underwriters, (b) the printing and distribution of the certificates for the
Shares, (c) the delivery of the certificates for the Shares to the
Underwriter, including any capital duties, stamp duties and stock transfer
taxes payable upon the sale of the Shares to the Underwriters, (d) the fees
and disbursements of the Company's counsel and accountants, (e) the filing
fees in connection with the filing of the Registration Statement, (f) the
qualification of the Shares under the applicable securities laws in
accordance with Section 3(f) and any filing for review of the offering with
the Corporate Financing Department of the NASD, including filing fees in
connection therewith, (g) filing fees and fees and disbursements of counsel
for the Company in connection with the Blue Sky Survey, (h) application and
listing fees in connection with the approval and inclusion of the Shares for
quotation on the Nasdaq National Market and (i) the reasonable fees and
disbursements of the Selling Stockholder's counsel. The Selling Stockholder
will pay at each Closing Date the Representative's nonaccountable expense
allowance equal to 2.5% of the aggregate gross proceeds from the sale of the
Shares.
If this Agreement shall not be carried out by reason of any failure on
the part of the Company to perform any covenant or agreement or satisfy any
condition of this Agreement, or if this Agreement is terminated by you in
accordance with the provisions of Sections 5(a), 5(b), 5(c), 5(f), 5(h), 5(i),
5(j) (with respect to the Company), 5(k), or 9(b)(i), the Company shall
reimburse the Underwriters for all their out-of-pocket expenses, including the
reasonable fees and disbursements of Cooley, Godward, Castro, Huddleson &
Tatum, as counsel for the Underwriters, as shall have been incurred in
connection with this Agreement or the proposed offer, sale and delivery of the
Shares, and upon demand, the Company agrees to pay promptly the full amount
thereof to you. The Selling Stockholder shall reimburse the Underwriters for
such expenses if the Selling Stockholder fails to satisfy the conditions set
forth in Sections 5(d), 5(e) (with respect to the opinion of the counsel for
the Selling Stockholder), 5(g), 5(j) (with respect to the Selling
Stockholder), Section 11 or any of the representations and warranties of the
Selling Stockholder set forth in Section 1(b).
Section 5. Conditions of Underwriters' Obligations. The obligations
of the several Underwriters to purchase and pay for the Shares that they
have respectively agreed to purchase hereunder are subject to the accuracy
of the representations and warranties of the Company and the Selling
Stockholder contained herein or in certificates of the Company's officers
delivered pursuant to the provisions hereof, to the performance by the
Company and the Selling Stockholder of their respective obligations
hereunder, and to the following further conditions:
(a) The Registration Statement shall have become effective no later
than 6:00 p.m. on the date of this Agreement or, with your consent, at a
later time and date not later, however, than 6:00 p.m. on the first business
day following the date hereof, or at such later time or on such later date
as you may agree to in writing with the approval of a majority in interest
of the several Underwriters; and at each Closing Date, no stop orders
suspending the effectiveness of the Registration Statement shall have been
issued under the 1933 Act and no proceedings for that purpose shall have
been instituted or shall be pending or, to your knowledge or the knowledge
of the Company, shall have been threatened by the Commission, and any
request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of Cooley, Godward,
Castro, Huddleson & Tatum, as counsel for the Underwriters. If the Company
has elected to rely upon Rule 430A, the Prospectus containing the Rule 430A
Information shall have been filed with the Commission in accordance with
Rule 424(b) (or a post-effective amendment providing such information shall
have been filed and declared effective in accordance with the requirements
of Rule 430A).
(b) At each Closing Date, you shall have received signed opinions of
Snell & Wilmer and/or Lionel, Sawyer & Collins, counsel for the Company,
dated as of such Closing Date, together with reproduced copies of such
opinions for each of the other Underwriters, in form and substance
reasonably satisfactory to the Underwriters upon advice of counsel, to the
effect that:
(i) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada, with full
power and authority to own, lease, license and use its properties and
assets and to conduct its business in the manner described in the
Prospectus. The Company is duly qualified to do business and is in
good standing in every jurisdiction in which the failure to register
and qualify would have a material adverse effect on the business,
financial condition or results of operations of the Company.
(ii) Each of the Company's Significant Subsidiaries incorporated
in Nevada or Arizona is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation, with
full power and authority to own, lease, license and use its properties
and assets and to conduct its business in the manner described in the
Prospectus. Each Significant Subsidiary is duly qualified to do
business and is in good standing in every jurisdiction in which the
failure to register and qualify would have a material adverse effect on
the business, financial condition or results of operations of such
Significant Subsidiary.
(iii) The authorized, issued and outstanding capital stock of the
Company is as set forth under the caption "Capitalization" in the
Prospectus as of the date therein and there have been no changes in the
authorized and outstanding capital stock of the Company since the date
of this Agreement. Each outstanding share of capital stock (including
all of the Shares) has been duly authorized, validly issued, fully paid
and nonassessable, with no personal liability attaching to the
ownership thereof.
(iv) The Shares are not subject to any preemptive right or, to
such counsel's knowledge, other rights to purchase shares of capital
stock of the Company (except contractual rights which have been
waived).
(v) The statements made in the Prospectus under "Description of
Capital Stock," insofar as such section purports to constitute a
summary of the terms of the Company's capital stock, constitutes an
accurate and fair summary thereof in all material respects, and the
form of certificate used to evidence the Common Stock is in due and
proper form and complies with all applicable requirements of the
General Corporation Law of Nevada.
(vi) The Company has the corporate power to enter into and
perform its obligations under this Agreement and this Agreement has
been duly authorized, executed and delivered by the Company.
(vii) The Company is not required to obtain any authorization,
approval, consent or license of any government, governmental
instrumentality or court (other than under the 1933 Act and the 1933
Act Regulations and the rules and regulations of the Commission
thereunder, and state securities laws) under federal or Nevada or
Arizona law for the sale and delivery of the Shares by the Selling
Stockholder to the Underwriters.
(viii) The execution and delivery of this Agreement by the
Company, the consummation by the Company of the transactions
contemplated in this Agreement and the compliance by the Company with
the terms of this Agreement have been duly authorized by all necessary
corporate action on the part of the Company and do not and will not
result in any violation of the Restated Articles of Incorporation, as
amended (the "Articles of Incorporation"), or the Restated Bylaws, as
currently in effect (the "Bylaws"), of the Company or any of the
Significant Subsidiaries incorporated in Arizona or Nevada, and do not
and will not conflict with, or constitute a breach or violation of, any
of the terms and provisions of, or constitute a default under, or
result in the creation or imposition of any lien or encumbrance upon
any property or assets of the Company or any of the Significant
Subsidiaries where such default would have a Material Adverse Effect
under (A) any indenture, mortgage, deed of trust, loan or credit
agreement, bond, debenture, note agreement or any other agreement or
instrument known to us to which the Company or any of its Subsidiaries
incorporated in Arizona or Nevada is a party or by which it is bound,
(B) any existing applicable federal or Nevada or Arizona corporate
laws, rules or regulations, and except to the extent that the
indemnification provisions thereof may conflict with any applicable
law, rule or regulation or (C) to such counsel's knowledge, any
judgment, order, writ or decree of any government agency or body,
domestic or foreign, having jurisdiction over the Company, any of its
Subsidiaries incorporated in Arizona or Nevada or any of their
properties or operations. Such counsel need express no opinion,
however, as to whether the execution and delivery of, or the
performance by the Company of its obligations under this Agreement will
constitute a violation of, or default under, any financial covenant or
financial ratios contained in any of the agreements referred to in the
preceding sentence.
(ix) Such counsel has been advised by the Division of Corporation
Finance of the Commission that the Registration Statement has become
effective under the 1933 Act, and, to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or are contemplated under the 1933 Act; any
required filing of the Prospectus or any supplement thereto pursuant to
Rule 424(b) of the 1933 Act Regulations have been made in the manner
and within the time period required by Rule 424(b).
(x) The Registration Statement (including the Rule 430A
Information, if applicable), the Prospectus and each amendment or
supplement to the Registration Statement and Prospectus, as of their
respective effective or issue dates (other than the financial
statements, notes or schedules thereto and other financial or
statistical data and supplemental schedules included therein or omitted
therefrom, as to which such counsel need express no opinion), complied
as to form in all material respects with the requirements of the 1933
Act and the 1933 Act Regulations.
(xi) The Company is not an investment company within the meaning
of the Investment Company Act of 1940, as amended.
(xii) All descriptions in the Prospectus of contracts and other
documents filed as exhibits to the Registration Statement or
incorporated by reference to which the Company and the Subsidiaries are
parties are accurate in all material respects.
(xiii) To such counsel's knowledge, no holders of the Company's
securities have rights to the registration of shares of Common Stock or
other securities in connection with the Offering as a result of the
filing of the Registration Statement by the Company or the offering
contemplated hereby, except for any such rights which have been waived.
In addition, such opinion shall state that such counsel has
participated in the preparation of the Registration Statement and Prospectus
and in conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company, and
your representatives and your counsel at which the contents of the
Registration Statement, the Prospectus and related matters were discussed
and, although such counsel need not pass upon or assume any responsibility
for the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus and although such counsel has
not undertaken to verify independently the accuracy or completeness of the
statements in the Registration Statement and the Prospectus and, therefore,
would not necessarily have become aware of any material misstatement of fact
or omission to state a material fact, on the basis of and subject to the
foregoing and in reliance as to materiality upon the opinions of officers
and other representatives of the Company, no facts have come to such
counsel's attention which have caused such counsel to believe that either
the Registration Statement or the Prospectus (other than the financial
statements, notes or schedules thereto and other financial or statistical
data and supplemental schedules included therein or omitted therefrom, as to
which such counsel need express no opinion) contained as of its date or
contains as of the date of such opinion any untrue statement of a material
fact or omitted as of its date or omits as of the date of such opinion to
state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
In giving such opinion, such counsel may rely as to all matters
governed by laws of jurisdiction other than the State of Arizona, the
General Corporation Law of the State of Nevada or the federal law of the
United States, on opinions of other local counsel in such jurisdictions, who
shall be counsel satisfactory to Cooley, Godward, Castro, Huddleson & Tatum,
as counsel for the Underwriters, in which case the opinion shall state that
they believe you and they are entitled to so rely. Such counsel may also
state that, insofar as such opinions involve factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and the Subsidiaries and certificates of public officials.
(c) At each Closing Date, you shall have received a signed opinion of
Gary V. Klinefelter, General Counsel for the Company, dated as of such
Closing Date, together with reproduced copies of such opinion for each of
the other Underwriters, in form and substance reasonably satisfactory to the
Underwriters upon advice of counsel, to the effect that:
(i) Such counsel does not know of any pending or threatened legal
or governmental actions, suits or proceedings, required to be described
in the Prospectus that are not described as required, nor of any
contracts or documents of a character required to be described or
referred to in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described,
referred to or filed as required.
(ii) To the knowledge of such counsel, no default exists in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, loan agreement, note,
lease or other agreement or instrument to which the Company or any of
the Subsidiaries is party or to which any of their respective
properties are bound, except as disclosed in the Registration Statement
and except for such defaults that would not have a material adverse
effect on the Company and the Subsidiaries, taken as a whole.
(iii) The descriptions in the Prospectus of the statutes,
regulations, legal or governmental proceedings, contracts and other
documents therein described, to the extent that they constitute matters
of law or legal conclusion, have been reviewed by such counsel and
fairly present the information disclosed therein in all material
respects.
(iv) The execution and delivery of this Agreement by the Company,
the consummation by the Company of the transactions contemplated in
this Agreement and compliance by the Company with the terms of this
Agreement have been duly authorized by all necessary corporate action
on the part of the Company and do not and will not result in any
violation of the Articles of Incorporation or Bylaws of the Company or
any of the Subsidiaries, and do not and will not conflict with, or
constitute a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien or
encumbrance under any property or assets of the Company or any of the
Subsidiaries where such default would have a Material Adverse Effect
under (A) any indenture, mortgage, deed of trust, loan or credit
agreement, bond, debenture, note agreement or any other agreement or
instrument to which the Company or any of the Subsidiaries is a party
or by which any of their respective properties are bound, (B) any
existing applicable Arizona or Nevada laws, rules or regulations (other
than securities or blue sky laws of the various states, as to which
such counsel-need express no opinion, and except to the extent that the
indemnification provisions thereof may conflict with any applicable
Arizona or Nevada law, rule or regulation), or (C) to such counsel's
knowledge, any judgment, order, writ or decree of any governmental
agency or body, domestic or foreign, having jurisdiction over the
Company or any of the Subsidiaries or any of their respective
properties or operations.
(v) Each of the Company and its Subsidiaries is duly qualified to
do business as a foreign corporation in good standing in all
jurisdictions, if any, where it owns or leases real properties and in
which the failure so to qualify when taken in the aggregate would have
a Material Adverse Effect.
(vi) No authorization, approval, consent or license of any
government, governmental instrumentality or court (other than under the
1933 Act and the 1933 Act Regulations and the rules and regulations of
the Commission thereunder, and state securities law) is required to be
made or obtained by the Company under Arizona or Nevada law for the
consummation by the Company of the transactions contemplated in this
Agreement.
(vii) The Company has taken all necessary and appropriate action
to remove the Company's right of first refusal set forth in Article
VII, Section 2 of the Bylaws with respect to the Shares.
In addition, such opinion shall state that such counsel has
participated in the preparation of the Registration Statement and Prospectus
and in conferences with officers and other representatives of the Company,
representatives of the independent public accountants for the Company, and
your representatives and your counsel at which the contents of the
Registration Statement, the Prospectus and related matters were discussed
and, although such counsel need not pass upon or assume any responsibility
for the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus and although such counsel has
not undertaken to verify independently the accuracy or completeness of the
statements in the Registration Statement and the Prospectus and, therefore,
would not necessarily have become aware of any material misstatement of fact
or omission to state a material fact, on the basis of and subject to the
foregoing, no facts have come to such counsel's attention which have caused
such counsel to believe that either the Registration Statement or the
Prospectus (other than the financial statements, notes or schedules thereto
and other financial or statistical data and supplemental schedules included
therein or omitted therefrom, as to which such counsel need express no
opinion) contained as of its date or contains as of the date of such opinion
any untrue statement of a material fact or omitted as off its date or omits
as of the date of such opinion to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and the Subsidiaries and
certificates of public officials.
(d) At each Closing Date, you shall have received a signed opinion of
Grover T. Wickersham P.C., counsel for the Selling Stockholder, dated as of
such Closing Date, together with reproduced copies of such opinion for each
of the other Underwriters, in form and substance reasonably satisfactory to
the Underwriters upon advice of counsel, to the effect that:
(i) No authorization, approval, consent or license of any
government, governmental instrumentality or court (other than under the
1933 Act and the 1933 Act Regulations and the rules and regulations of
the Commission thereunder, and state securities law) is necessary for
the valid sale and delivery of the Shares or for the consummation by
the Selling Stockholder of the transactions contemplated in this
Agreement.
(ii) The execution and delivery of this Agreement by the Selling
Stockholder, the delivery of the Shares sold by the Selling Stockholder
to the Underwriters, the consummation by the Selling Stockholder of the
transactions contemplated in this Agreement and the compliance by the
Selling Stockholder with the terms of this Agreement do not and will
not conflict with, or constitute a breach or violation of, any of the
terms and provisions of, or constitute a default under, or result in
the creation or imposition of any lien or encumbrance upon any property
or assets of the Selling Stockholder under (A) any indenture, mortgage,
deed of trust, loan or credit agreement, bond, debenture, note
agreement or any other agreement or instrument known to such counsel to
which the Selling Stockholder is a party or by which any of her
respective properties are bound, (B) except to the extent that the
indemnification provisions thereof may conflict with any applicable
law, rule or regulation, any existing applicable laws, rules or
regulations, other than the securities or blue sky laws of the various
states, as to which such counsel need express no opinion, or (C) to
such counsel's knowledge, any judgment, order, writ or decree of any
government agency or body, domestic or foreign, having jurisdiction
over the Selling Stockholder or any of her properties or operations.
Such counsel need express no opinion, however, as to whether the
execution and delivery of, or the performance by the Selling
Stockholder of her obligations under this Agreement will constitute a
violation of, or default under, any financial covenants or financial
ratios contained in any of the agreements referred to in the preceding
sentence.
(iii) The Custody Agreement has been duly authorized, executed
and delivered by the Selling Stockholder and constitutes the valid and
binding obligation of the Selling Stockholder enforceable against the
Selling Stockholder in accordance with its terms.
(iv) This Agreement has been duly executed and delivered by the
Selling Stockholder and constitutes the valid and binding obligation of
the Selling Stockholder enforceable against the Selling Stockholder in
accordance with its terms.
(v) The Selling Stockholder is the sole registered owner of the
Shares to be sold by the Selling Stockholder; upon completion and
registration with the transfer agent of the sale of the Shares pursuant
to this Agreement, each of the Underwriters will be the registered
owner of the Shares purchased by it from the Selling Stockholder and,
assuming the Underwriters purchased the Shares in good faith and
without prior notice of any adverse claim, the Underwriters will have
acquired the Shares free of any adverse claim, any lien in favor of the
Company; the owner of the Shares, if other than the Selling
Stockholder, is precluded from asserting against the Underwriters the
ineffectiveness of any unauthorized endorsement; and the Selling
Stockholder has the full right and power (A) to enter into this
Agreement and the Custody Agreement and (B) to sell, transfer and
deliver the Shares to be sold by the Selling Stockholder under this
Agreement.
Such opinion shall be to such further effect with respect to the legal
matters relating to this Agreement and the sale of the Shares pursuant to
this Agreement as counsel for the Underwriters may reasonably request. Such
counsel may also state that, insofar as such opinion involves factual
matters, they have relied, to the extent they deem proper, upon certificates
of officers of the Company and the Subsidiaries and certificates of public
officials.
(e) At each Closing Date, you shall have received the favorable opinion
of Cooley, Godward, Castro, Huddleson & Tatum as counsel for the
Underwriters, dated as of such Closing Date, together with reproduced copies
of such opinion for each of the other Underwriters, to the effect that the
opinions delivered pursuant to Sections 5(b), (c) and (d) appear on their
faces to be appropriately responsive to the requirements of this Agreement
except, specifying the same, to the extent waived by you, and with respect
to the legal existence of the Company, the Shares, this Agreement, the
Registration Statement, the Prospectus or such other related matters as you
may require. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the
State of California and the federal law of the United States, upon the
opinions of counsel satisfactory to you. Such counsel may also state that,
insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper, upon certificates of officers of the Company and
certificates of public officials.
(f) At each Closing Date, (i) the Registration Statement and the
Prospectus, as they may then be amended or supplemented, shall conform in
all material respects to the requirements of the 1933 Act and the 1933 Act
Regulations, the Company shall have complied in all material respects with
Rule 430A (if it shall have elected to rely thereon), the Registration
Statement, as it may then be amended or supplemented, shall not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements in the
Registration Statement not misleading, and the Prospectus, as they may then
be amended or supplemented, shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements in the Prospectus, in light of the
circumstances under which they were made, not misleading, (ii) there shall
not have been, since the date as of which information is given in the
Prospectus, any Material Adverse Change, whether or not arising in the
ordinary course of business, (iii) no action, suit or proceeding at law or
in equity shall be pending or, to the knowledge of the Company, threatened
against the Company or the Subsidiaries that would be required to be set
forth in the Prospectus other than as set forth therein and no proceedings
shall be pending or, to the knowledge of the Company, threatened against the
Company or the Subsidiaries or before or by any federal, state or other
commission, board or administrative agency that could reasonably be expected
to have a Material Adverse Effect, other than as set forth in the
Prospectus, (iv) the Company shall have complied in all material respects
with all agreements and satisfied in all material respects all conditions on
its part to be performed or satisfied at or prior to such Closing Date and
(v) the other representations and warranties of the Company set forth in
Section 1(a) shall be accurate as though expressly made at and as of such
Closing Date and the condition set forth in clause (j) of this Section shall
have been satisfied. At each Closing Date, you shall have received a
certificate of the Chairman or the President and the chief financial or
chief accounting officer of the Company, dated as of such Closing Date, to
such effect. As used in Section 5(f)(ii) and (iii), the term "Prospectus"
means the Prospectus in the form first used to confirm sales of the Shares.
(g) At each Closing Date, (i) the representations and warranties of the
Selling Stockholder set forth in Section l(b) and in any certificates by or
on behalf of the Selling Stockholder delivered pursuant to the provisions
hereof shall be accurate as though expressly made at and as of such Closing
Date, (ii) the Selling Stockholder shall have performed her obligations
under this Agreement in all material respects and (iii) you shall have
received a certificate of the Selling Stockholder, dated as of such Closing
Date, to the effect set forth in subsections (i) and (ii) of this Section
5(g).
(h) At the time that this Agreement is executed by the Company, you
shall have received from Price Waterhouse, independent certified public
accountants, a letter, dated such date and addressed to you, in form and
substance satisfactory to you and your counsel, together with signed or
reproduced copies of such letter for each of the other Underwriters.
(i) At each Closing Date, you shall have received from Price
Waterhouse, independent certified public accountants, a letter, in form and
substance satisfactory to you and your counsel, and dated as of such Closing
Date, to the effect that they reaffirm the statements made in the letter
furnished pursuant to Section 5(h).
(j) At each Closing Date, counsel for the Underwriters shall have been
furnished with all such documents, certificates and opinions as they may
reasonably request for the purpose of enabling them to pass upon the sale of
the Shares as contemplated in this Agreement and the matters referred to in
Section 5(e) and in order to evidence the accuracy and completeness of any
of the representations, warranties or statements of the Company and the
Selling Stockholder, the performance of any of the covenants of the Company
and the Selling Stockholder, or the fulfillment of any of the conditions
herein contained; and all proceedings taken by the Company and the Selling
Stockholder at or prior to such Closing Date in connection with the sale of
the Shares as contemplated in this Agreement shall be reasonably
satisfactory in form and substance to you upon advice of counsel.
(k) The Shares shall have been included for quotation on the Nasdaq
National Market.
(l) The NASD, upon review of the terms of the public offering of the
shares, shall not have objected to your participation in such offering.
If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement may be terminated by you upon notice to the Company and the
Selling Stockholder at any time at or prior to each Closing Date, and such
termination shall be without liability of any party to any other party
except as provided in Section 4 herein. Notwithstanding any such
termination, the provisions of Sections 7 and 8 herein shall remain in
effect.
Section 6. Indemnification.
(a) Subject to the conditions set forth below, the Company and the
Selling Stockholder agree to indemnify and hold harmless the Underwriters,
any member of the selling group, and each of such entities' officers,
directors, partners, employees, agents, and counsel, and each person, if
any, who controls any one of the Underwriters or selling group members
within the meaning of Section 15 of the 1933 Act or Section 20(a) of the
Exchange Act, against any and all loss, liability, claim, damage, and
expense whatsoever (which shall include, for all purposes of this Section 6,
but not be limited to, attorneys' fees and any and all expense whatsoever
incurred in investigations preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever and any and all amounts
paid in settlement of any claim or litigation) as and when incurred arising
out of, based upon, or in connection with (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in any Preliminary
Prospectus, the Registration Statement, or the Prospectus (as from time-to
time amended and supplemented), or any amendment or supplement thereto
(including the 430A Information, if applicable), or (B) in any application
or other document or communication (in this Section 6, collectively called
an "application") in any jurisdiction in order to qualify the Shares under
the "blue sky" or securities laws thereof or filed with the Commission or
any securities exchange or national market system; or any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (ii) any breach
of any representation, warranty, covenant or agreement of the Company or of
the Selling Stockholder contained in this Agreement. The foregoing
agreement to indemnify shall be in addition to any liability the Company and
the Selling Stockholder may otherwise have, including liabilities arising
under this Agreement. However, (i) the Company and the Selling Stockholder
shall have no liability under this Section 6 if such statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company as stated in Section 6(b) with respect to the
Underwriters by or on behalf of the Underwriters expressly for inclusion in
any Preliminary Prospectus, the Registration Statement, or the Prospectus,
or any amendment or supplement thereto, or in any application, as the case
may be, and (ii) the Selling Stockholder shall be liable under this Section
6(a) only if such loss, liability, claim, damage, or expense arises out of
or is based upon the representations and warranties of such Selling
Stockholder contained in Section l(b) hereof. The foregoing
notwithstanding, the indemnity provided for in this Section 6(a) with
respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter or selling group member (or any person controlling such
Underwriter or selling group member) from whom the person asserting such
loss, claim, damage or liability purchased the Shares that are the subject
thereof if such person did not receive a copy of the Prospectus (or the
Prospectus, as amended or supplemented) at or prior to confirmation of the
sale of the Shares to such person in any case where such delivery is
required by the 1933 Act and the true statement or omission or alleged
untrue statement or omission of a material fact contained in such
preliminary prospectus was corrected in the Prospectus (or the Prospectus as
amended or supplemented).
If any action is brought against the Underwriters, any members of the
selling group or any of their respective officers, directors, partners,
employees, agents, or counsel, or any controlling persons of an Underwriter
or selling group member (an "indemnified party") in respect of which
indemnity may be sought against the Company or the Selling Stockholder (the
"indemnifying party") pursuant to the foregoing paragraph, such indemnified
party or parties shall promptly notify the indemnifying party or parties in
writing of the institution of such action (but the failure so to notify
shall not relieve the indemnifying party or parties from any liability they
may have other than pursuant to this Section 6(a), and the indemnifying
party or parties shall promptly assume the defense of such action, including
the employment of counsel (satisfactory to such indemnified party or
parties) and payment of expenses. Such indemnified party or parties shall
have the right to employ its or their own counsel in any such case, but the
fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless the employment of such counsel shall
have been authorized in writing by the indemnifying party or parties in
connection with the defense of such action or the indemnifying party or
parties shall not have promptly employed counsel satisfactory to such
indemnified party or parties to have charge of the defense of such action or
such indemnified party or parties shall have reasonably concluded that there
may be one or more legal defenses available to it or them or to other
indemnified parties which are different from or additional to those
available to the indemnifying party or parties, in any of which events such
fees and expenses shall be borne by the indemnifying party or parties which
shall not have the right to direct the defense of such action on behalf of
the indemnified party or parties. Anything in this paragraph to the
contrary notwithstanding, the indemnifying party or parties shall not be
liable for any settlement of any such claim or action effected without its
or their written consent; provided, however, if a settlement is reached with
such consent or if there is a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. The
Company and the Selling Stockholder each agrees promptly to notify the
Underwriters and the Representative of the commencement of any litigation or
proceedings against the Company or the Selling Stockholder, respectively, or
against any of their officers or directors in connection with the sale of
the Shares, any Preliminary Prospectus, the Registration Statement, or the
Prospectus, or any amendment or supplement thereto, or any application. To
the extent any provision of this Section 6(a) entitles the indemnified party
to reimbursement of fees and expenses, such obligations may be billed by the
indemnified party monthly and shall be due and payable within 10 days of the
date thereof.
(b) The Underwriters agree to indemnify and hold harmless the Company,
each director of the Company, each officer of the Company who shall have
signed the Registration Statement, each other person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section
20(a) of the Exchange Act, and the Selling Stockholder to the same extent as
the foregoing indemnity from the Company to the Underwriters in
Section 6(a), but only with respect to statements or omissions, if any, made
in any Preliminary Prospectus, the Registration Statement, or the Prospectus
(as from time to time amended and supplemented), or any amendment or
supplement thereto, or in any application, in reliance upon and in
conformity with written information furnished to the Company as stated in
this Section 6(b) with respect to the Underwriters by or on behalf of the
Underwriters expressly for inclusion in any Preliminary Prospectus, the
Registration Statement, or the Prospectus, or any amendment or supplement
thereto, or in any application, as the case may be; provided, however, that
the obligation of the Underwriters to provide indemnity under the provisions
of this Section 6(b) shall be limited to the amount which represents the
product of the number of Shares sold hereunder and the initial public
offering price per Share set forth on the cover page of the Prospectus. For
all purposes of this Agreement, the amounts of the selling concession and
reallowance set forth in the Prospectus and the information under
"UNDERWRITING" constitute the only information furnished in writing by or on
behalf of the Underwriters expressly for inclusion in any Preliminary
Prospectus, the Registration Statement, or the Prospectus (as from time to
time amended or supplemented), or any amendment or supplement thereto, or in
any application, as the case may be. If any action shall be brought against
the Company, the Selling Stockholder or any other person so indemnified
based on any Preliminary Prospectus, the Registration Statement, or the
Prospectus, or any amendment or supplement thereto, or any application, and
in respect of which indemnity may be sought against the Underwriters
pursuant to this Section 6(b), the Underwriters shall have the rights and
duties given to the Company, and the Company, the Selling Stockholder and
each other person so indemnified shall have the rights and duties given to
the indemnified parties, by the provisions of Section 6(a).
Section 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for
in Section 6 is for any reason held to be unavailable to the Underwriters,
the Company or the Selling Stockholder, then the Company and the Selling
Stockholder shall contribute to the damages paid by the several
Underwriters, and the several Underwriters shall contribute to the damages
paid by the Company and the Selling Stockholder; provided, however, that no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. In determining the
amount of contribution to which the respective parties are entitled, there
shall be considered the relative benefits received by each party from the
offering of the Shares (taking into account the portion of the proceeds of
the offering realized by each), the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission,
and any other equitable considerations appropriate in the circumstances.
The Company, the Selling Stockholder and the Underwriters agree that it
would not be equitable if the amount of such contribution were determined by
pro rata or per capita allocation (even if the Underwriters were treated as
one entity for such purpose). No Underwriter or person controlling such
Underwriter shall be obligated to make contribution hereunder which in the
aggregate exceeds the total public offering price of the Shares purchased by
such Underwriter under this Agreement, less the aggregate amount of any
damages which such Underwriter and its controlling persons have otherwise
been required to pay in respect of the same or any substantially similar
claim. The Selling Stockholder shall not be obligated to contribute any
amount in excess of the amount by which the product of the purchase price
per share of Common stock, as set forth in Section 2 hereof, and the number
of shares of common stock being sold by the Selling Stockholder exceeds the
amount of damages which the Selling Stockholder has otherwise been required
to pay in respect of the same or any substantially similar claim. The
Underwriters' obligations to contribute hereunder are several in proportion
to their respective underwriting obligations and not joint. For purposes of
this Section 7, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of
the 1933 Act, shall have the same rights to contribution as the Company.
Anything in this Section 7 contrary notwithstanding, no party shall be
liable for contribution with respect to the settlement of any claim or
action entered without its written consent; provided however, if a
settlement is reached with such consent or if there is a final judgment for
the plaintiff, the party liable to make contribution agrees to so contribute
b), reason of such settlement or judgment to the extent provided in this
Section 7. This Section 7 is intended to supersede any right to
contribution under the 1933 Act, the Exchange Act, or otherwise.
Section 8. Representation, Warranties and Agreements to Survive
Delivery. The representations, warranties, indemnities, agreements and
other statements of the Company, its officers and the Selling Stockholder
set forth in or made pursuant to this Agreement shall remain operative and
in full force and effect regardless of any investigation made by or on
behalf of the Company and the Selling Stockholder or any Underwriter or
controlling person and will survive delivery of and payment for the Shares.
Section 9. Effective Date of this Agreement and Termination Of
Agreement.
(a) This Agreement shall become effective at 6:30 a.m. Pacific Time,
on the first full business day following the day on which the Registration
Statement becomes effective or at the time of the initial public offering of
the Shares, whichever is earlier. The time of the initial public offering
shall mean the time, after the Registration Statement becomes effective, of
the release by you for publication of the first newspaper advertisement
which is subsequently published relating to the Shares or the time, alter
the Registration Statement becomes effective, when the Shares are first
released by you for offering by dealers by letter or telegram, whichever
shall first occur. You or the Company may prevent this Agreement from
becoming effective without liability of any party to any other party, except
as noted below in this Section 9, by giving the notice indicated in Section
9(c) before the time this Agreement becomes effective.
(b) You shall have the right to terminate this Agreement at any time
prior to each Closing Date by giving notice to the Company and the Selling
Stockholder (i) if there has been, since the date as of which the
information is given in the Prospectus, any Material Adverse Change, whether
or not arising in the ordinary course of business; (ii) if there has
occurred any material adverse change in the financial markets in the United
States or internationally or any outbreak of hostilities or escalation of
existing hostilities or other calamity or crisis the effect of which is such
as to make it, in your reasonable judgment, impracticable to market the
Shares or enforce contracts for the sale of the Shares; (iii) if trading in
any securities of the Company has been suspended by the Commission, or if
trading generally on either the American Stock Exchange or the New York
Stock Exchange or in the over-the-counter market has been suspended, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of such Exchanges or by
order of the Commission, any other governmental authority or the NASD;
(iv) if a banking moratorium has been declared by either federal, Arizona,
Nevada or New York authorities; (v) if there has occurred any change or
development involving a prospective change in national or international
political financial or economic controls, which in your opinion is likely to
have a material adverse effect on the market for the Shares; or (vi) any
event occurs affecting the condition of the Company or the Significant
Subsidiaries which, in your judgment, renders the sale of the Shares
provided for herein undesirable, impractical, or inadvisable. As used in
this Section 9(a), the term "Prospectus" means the Prospectus in the form
first used to confirm sales of the Shares.
(c) If you elect to prevent this Agreement from becoming effective as
provided in this Section 9, or to terminate this Agreement, you shall notify
the Company and the Selling Stockholder, promptly by telephone, telex or
telegram, confirmed by letter. If, as so provided, the Company elects to
prevent this Agreement from becoming effective, the Company shall notify you
and the Selling Stockholder by telephone, telex or telegram, confirmed by
letter.
(d) Notwithstanding any election hereunder or any termination of this
Agreement, and whether or not this Agreement is otherwise carried out, the
provisions of Section 3(a), 4, 6, 7, 8 and 9 shall not be in any way
affected by such election or termination or failure to carry out the terms
of this Agreement or any part hereof.
(e) This Agreement may also terminate pursuant to the provisions of
Section 2(c) and Section 5, with the effect stated in such Sections.
Section 10. Default by One or More of the Underwriters. If for any
reason one or more Underwriters shall fail or refuse (otherwise than for a
reason sufficient to justify the termination of this Agreement under the
provisions of Section 9 hereof to purchase and pay for the number of Shares
agreed to be purchased by such Underwriter, the Company or the Selling
Stockholder shall immediately give notice thereof to you, and the
non-defaulting Underwriters shall have the right within 24 hours after the
receipt by you of such notice, to purchase or procure one or more other
Underwriters to purchase, in such proportions as may be agreed upon among
you and such purchasing Underwriter or Underwriters and upon the terms
herein set forth, the Shares that such defaulting Underwriter or
Underwriters agreed to purchase. If the non-defaulting Underwriters fail so
to make such arrangements with respect to all such shares, the number of
Shares which each nondefaulting Underwriter is otherwise obligated to
purchase under the Agreement shall be automatically increased pro rata to
absorb the remaining Shares that the defaulting Underwriter or Underwriters
agreed to purchase; provided, however, that the non-defaulting Underwriters
shall not be obligated to purchase the Shares that the defaulting
Underwriter or Underwriters agreed to purchase in excess of 10% of the total
number of Shares that such non-defaulting Underwriter agreed to purchase
hereunder, and provided, further, that the non-defaulting Underwriters shall
not be obligated to purchase any Shares that the defaulting Underwriter or
Underwriters agreed to purchase if such additional purchase would cause the
Underwriter to be in violation of the net capital rule of the Commission or
other applicable law. If the total number of Shares that the defaulting
Underwriter or Underwriters agreed to purchase shall not be purchased or
absorbed in accordance with the two preceding sentences, the Selling
Stockholder shall have the right, within 24 hours next succeeding the
24-hour period above referred to, to make arrangements with other
underwriters or purchasers satisfactory to you for the purchase of such
Shares on the terms herein set forth. In any such case, either you or the
Selling Stockholder shall have the right to postpone each Closing for not
more than seven business days after the date originally fixed as such Closing
in order that any necessary changes in the Registration Statement, the
Prospectus or any other documents or arrangements may be made. As used
herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 10. If neither the non-defaulting
Underwriters nor the Selling Stockholder shall make arrangements within the
24-hour periods stated above for the purchase of all the Shares that the
defaulting Underwriter or Underwriters agreed to purchase hereunder, this
Agreement shall be terminated without further act or deed and without any
liability on the part of the Company or the Selling Stockholder to any
non-defaulting Underwriter.
Nothing contained herein shall relieve any defaulting Underwriter of
its liability, if any, to the Selling Stockholder or to the remaining
Underwriters for damages occasioned by its default hereunder.
Section 11. Default by the Selling Stockholder. If the Selling
Stockholder shall fail at either Closing Date to sell and deliver the number
of Shares that she is obligated to sell, then this Agreement shall terminate
without any liability on the part of any non-defaulting party except to the
extent provided in Section 4 and except that the provisions of Sections 7 and
8 shall remain in effect. No action taken pursuant to this Section shall
relieve the Selling Stockholder from liability, if any, in respect of such
default.
Section 12. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered, mailed or transmitted by any standard form of telecommunication
(notices transmitted by telecopier to be promptly confirmed in writing).
Notices to you or the Underwriters shall be directed to you at Suite 100,
18301 Von Karman, Irvine, California 92715, attention of Walter Cruttenden,
III; notices to the Company shall be directed to the Company at 2727 North
Central Avenue, Phoenix, Arizona 85004, attention of Gary V. Klinefelter;
and notices to the Selling Stockholder shall be directed to the Selling
Stockholder c/o Grover T. Wickersham, P.C., 430 Cambridge Avenue, Suite 100,
Palo Alto, California 94306, attention of Grover T. Wickersham.
Section 13. Parties. This Agreement is made solely for the benefit of
the several Underwriters, the Selling Stockholder and the Company and, to
the extent expressed, any person controlling the Company, the Selling
Stockholder or any of the Underwriters, and directors of the Company, the
Selling Stockholder, their officers who have signed the Registration
Statement, and their respective executors, administrators, successors and
assigns and, subject to the provisions of Section 10, no other person shall
acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" shall not include any purchaser, as such purchaser,
from any of the several Underwriters of the Shares. All of the obligations
of the Underwriters hereunder are several and not joint.
Section 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF CALIFORNIA. UNLESS OTHERWISE SPECIFIED, TIMES
OF THE DAY REFER TO PACIFIC TIME.
Section 15. Counterparts. This Agreement may be executed in one or
more counterparts and, when the counterpart has been executed by each party,
all such counterparts taken together shall constitute and the same
agreement.
Section 16. Information Furnished by Underwriters. For purposes of this
Agreement, the statements set forth in the last paragraph on the cover page
and under the caption "Underwriting" in any preliminary prospectus and the
Prospectus constitute the written information furnished by or on behalf of any
Underwriter.
Section 17. Share Repurchase and Registration Rights Agreement.
Nothing in this Agreement shall alter in any way the rights and obligations
of the Company and the Selling Stockholder pursuant to Section 3.07 of the
Share Repurchase and Registration Rights Agreement, dated as of May 1, 1992,
among the Company and the Selling Stockholder.
Section 18. Future Sales. The Selling Stockholder agrees to give you
the right of first opportunity for the period of six months from the date
the Prospectus becomes effective to be the sole broker dealer to effect any
sales made under Rule 144 of the 1933 Act Regulations by the Selling
Stockholder or, alternatively, the Selling Stockholder agrees not to offer,
sell, transfer or otherwise dispose of, directly or indirectly, any shares
of Common Stock or other equity securities of the Company now owned or
hereafter acquired by the Selling Stockholder, for a period of six months
from the time the Prospectus becomes effective, without your prior written
consent.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Selling
Stockholder and the several Underwriters in accordance with its terms.
Very truly yours,
AMERCO
By:
Name:
Title:
Sophia M. Shoen
Confirmed and accepted as of
the date first above written:
CRUTTENDEN & COMPANY
By:
Name:
Title:
SCHEDULE A
Number of Shares
to be Purchased
Underwriter
Cruttenden & Company ................
Total ............................... 500,000
Exhibit A
AMERCO SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-2 of our report
dated June 24, 1994, except as to Notes 14 and 21, which are as of August 15,
1994 and October 13, 1994, respectively, appearing on page 37 of AMERCO's
Annual Report on Form 10-K for the year ended March 31, 1994. We also consent
to the reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Phoenix, Arizona
November 1, 1994
November 2, 1994
AMERCO
2727 North Central Avenue
Phoenix, Arizona 85004
Gentlemen:
We are counsel to the individual defendants, except Paul F. Shoen,
in the lawsuit entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et
al., No. CV88-20139, instituted August 2, 1988 in the Superior Court of
Maricopa County, Arizona (the "1988 lawsuit"). We are familiar with the
trial record, and the post-trial motions of the defendants, in the 1988
lawsuit. You have requested our opinion as to the likelihood that the Court
will significantly reduce the jury's verdict in the 1988 lawsuit.
Although we can not guarantee an outcome, it is our opinion, based
on the trial record and applicable law, that it is probable that the Court
will order a significant reduction in the jury's verdict or order a new
trial on the issue of damages. We cannot predict the specific amount of such
verdict reduction. Based on the evidence introduced at trial, however, we do
not believe that the verdict, as reduced by the Court, should exceed $497
million. It is also possible that the Court will enter judgment in favor of the
defendants or order a new trial on all issues.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement filed by Amerco with the Securities and Exchange
Commission (File No. 33-54289) and to the references to this firm contained
in such Registration Statement.
Very truly yours,
