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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
___________
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
AMERCO
________________________________________________________________________________
(Name of Issuer)
Common Stock, $0.25 par value per share
________________________________________________________________________________
(Title of Class of Securities)
02359100
________________________________________________________________________________
(CUSIP Number)
Grover T. Wickersham, Esq.
Grover T. Wickersham, P.C.
430 Cambridge Avenue, Suite 100
Palo Alto, CA 94306
Telephone: (415) 323-6400
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 1994
________________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1
Index to Exhibits is on Page 11.
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SCHEDULE 13D
________________________ ___________________
CUSIP NO. 02359100 Page 2
________________________ ___________________
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SOPHIA M. SHOEN
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS*
00
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________________
6.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF ___________________________________________________________
SHARES 7. SOLE VOTING POWER
BENEFICIALLY ____________________________________________________________
OWNED BY 8. SHARED VOTING POWER
EACH 18,363,860
REPORTING ____________________________________________________________
PERSON WITH 9. SOLE DISPOSITIVE POWER
____________________________________________________________
10. SHARED DISPOSITIVE POWER
18,363,860
________________________________________________________________________________
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
18,363,860
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
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The Reporting Person is a party to that certain Amended and Restated
Stockholder Agreement, dated as of May 11, 1992 (the "Stockholder Agreement"),
which Agreement is described in the Schedule 13 filed with the Securities and
Exchange Commission (the "Commission") on May 21, 1992 by a group (as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "1934 Act")), consisting of each of the signatories to the Stockholder
Agreement (the "Group"). Such Schedule 13D has been subsequently amended by
Amendment No. 1 filed with the Commission on August 21, 1992, by Amendment No. 2
filed with the Commission on April 19, 1993, Amendment No. 3 filed with the
Commission on June 12, 1993, Amendment No. 4 filed with the Commission on
September 17, 1993 and Amendment No. 5 filed with the Commission on or about
April 22, 1994.
By virtue of having entered into the Stockholder Agreement and for so long
as the Stockholder Agreement is in full force and effect as to the Reporting
Person, the shares of Common Stock of AMERCO owned of record and beneficially by
the Reporting Person are to be voted in accordance with the determination of the
majority of Group, as set forth in the Group's Schedule 13D, as amended.
By virtue of having entered into the Stockholder Agreement, the Reporting
Person may be deemed to be the beneficial owner of 18,363,860 shares, which is
the total number of shares owned of record and beneficially by all participants
in the Group, according to Amendment No. 5 to the Schedule 13D. Of this total,
the Reporting Person is the record owner of 2,301,707 shares of AMERCO Common
Stock. So long as the Reporting Person is subject to the Stockholder Agreement,
she has shared voting power and shared dispositive power over her shares and
those of all other members of the Group.
The foregoing notwithstanding, this Schedule 13D is filed by the Reporting
Person, individually, and not as a member of the Group.
Item 1. Security and Issuer
The title of the class of equity securities to which this statement relates
is: Common Stock, $0.25 par value per share. The name of the issuer of the
Common Stock is AMERCO, a Nevada corporation ("AMERCO" or the "Company"). The
address of the principal executive offices of AMERCO is:
1325 Airmotive Way, Suite 100
Reno, Nevada 89502
Item 2. Identity and Background
This statement is being filed on behalf of Sophia M. Shoen, as an
individual (the "Reporting Person"). While the Reporting Person is still
purportedly a party to the Stockholder Agreement, she has taken certain steps,
in her individual capacity, that could be deemed
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to require the filing of this Schedule 13D. Additional information about the
Reporting Person is provided below.
Sophia M. Shoen
Address: c/o Global Objectives, Inc.
3653 North 6th Avenue, Suite C-10
Phoenix, AZ 85013
Principal Occupation: President and Chairman of the Board of Global
Objectives, Inc., a public interest organization dedicated to conservation and
to the advancement of various environmental and other issues; consultant to
AMERCO on environmental issues.
Citizenship: USA
During the last five years, the Reporting Person has not (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The shares of AMERCO Common Stock beneficially owned by the Reporting
Person were originally acquired individually pursuant to gifts made to her
and/or pursuant to distributions from family trusts. The shares of AMERCO
currently owned beneficially and of record by the Reporting Person were acquired
in September 1993, in connection with the merger of Sophmar, Inc. (formerly, a
corporation controlled by the Reporting Person) into a newly-created, wholly-
owned subsidiary of AMERCO (the "Merger"). By virtue of the Merger, the
Reporting Person became the record as well as beneficial owner of 2,392,029
shares of AMERCO Common Stock theretofore held of record by Sophmar, Inc., which
was issued in exchange for the capital stock of Sophmar, Inc. (Also in
connection with the Merger, an irrevocable trust established by the Reporting
Person became the record owner of 108,891 shares of AMERCO Common Stock in
exchange for the remaining capital stock of Sophmar, Inc.)
Item 4. Purpose of Transaction
On May 4, 1994, the Reporting Person delivered to AMERCO, in accordance
with Article II, Section 5 of AMERCO's Restated By-laws, a notice of action to
be taken at the 1994 Annual Stockholders Meeting of AMERCO (the "Annual
Meeting"), in which notice the Reporting Person nominated herself to stand for
election as one of the two Class IV Directors to be elected at the Annual
Meeting.
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Item 5. Interest in Securities of the Issuer
The interest of the Reporting Person in the securities of AMERCO, without
regard to the Stockholder Agreement, is as follows:
(i) Aggregate number of shares: 2,301,707(1)
(ii) Percentage of class: 6.0%(2)
____________
(1) Does not include 196.87 shares allocated to the Reporting Person's account
in The AMERCO Employee Savings and Profit Sharing and Employee Stock Ownership
Trust.
(2) Based on 38,664,063 shares outstanding, which includes 32,909,729 shares of
Common Stock and 5,754,334 shares of Series A Common Stock. This information is
based on information contained in Amendment No. 5 to the Schedule 13D.
Without taking into account the Stockholder Agreement, the Reporting Person
has sole power to vote or to direct the vote of the shares set forth above and
sole power to dispose or to direct the disposition of the shares set forth
above. However, for so long as the Reporting Person is subject to the
Stockholder Agreement, all shares owned directly or indirectly by her, must be
voted in accordance with the decision of the majority voting power of Group.
The Stockholder Agreement and AMERCO's Restated By-laws contain certain
restrictions on disposition of the shares, as described below.
The Reporting Person has not effected any transactions in AMERCO Common
Stock during the past sixty days.
No other person is known to have the right to receive, or the power to
direct the receipt of, dividends from or the proceeds from the sale of the
AMERCO Common Stock of the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
STOCKHOLDER AGREEMENT
The Reporting Person is purportedly a party to the Stockholder Agreement.
The parties to the Stockholder Agreement are EJOS, Inc., Edward J. Shoen, an
individual, Mark V. Shoen, an individual, Paul F. Shoen, an individual, James P.
Shoen, an individual, Sophia M. Shoen, an individual, certain corporations
controlled by the individuals, and The AMERCO Employee Savings, Profit Sharing
and Employee Stock Ownership Trust dated as of May 1, 1992 (the "Plan" or the
"ESOP"). The persons listed above comprise the "Group." By presenting the
summary of the Stockholder Agreement set forth below, the Reporting Person does
not acknowledge the validity or enforceability of that Agreement or waive her
right to contest such validity or enforceability. The following summary is
derived principally from the
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above-referenced Schedule 13D and/or other AMERCO public filings.
The Stockholder Agreement states that its purpose is to facilitate (i)
corporate stability, (ii) evaluation of strategies to maximize the value and
liquidity of the Company's securities and (iii) resolution of disputes between
and among stockholders of the Company.
The Stockholder Agreement provides in part that "[e]ach Stockholder agrees
that, in voting such Stockholder's Shares hereunder such Stockholder shall
consider both the long-term and short-term interests of the Company and its
stockholders. To this end, each Stockholder agrees that such Stockholder shall
vote such Stockholder's Shares hereunder in favor of any action required to
effectuate the intent of Section 3.13 of the [Share Repurchase and Registration
Rights Agreements among the Company, Paul F. Shoen and Sophia M. Shoen]."
The Stockholder Agreement restricts the disposition of Common Stock and
other voting stock of AMERCO owned or controlled by the stockholders who are
parties to the Stockholder Agreement (the "Stockholders") at any time during the
term of the agreement (the "Shares") to certain types of permitted dispositions.
The Stockholder Agreement generally provides that Shares will be voted as a
block at the direction of a "majority in interest of the Stockholders." A
majority in interest of the Stockholders is defined to mean, with certain
exceptions, Stockholders holding greater than fifty percent (50%) of the Shares
actually voted pursuant to the Stockholder Agreement at any meeting of the
Stockholders. The Shares may also be voted without a meeting upon the express
written consent of all of the Stockholders. An "absolute majority of the
Shares" is required for certain specified votes under the Stockholder Agreement.
An absolute majority of the Stockholders is defined to mean, with certain
exceptions, Stockholders holding greater than fifty percent (50%) of all Shares
held by all Stockholders pursuant to the Stockholder Agreement. Stockholders
are entitled, except in certain limited situations, to one vote per Share in any
matter to be voted on pursuant to the Stockholder Agreement. The Stockholders
appointed James P. Shoen as their proxy to vote their Shares in accordance with
the Stockholder Agreement. A successor proxy may also be appointed.
The Stockholder Agreement will terminate on March 5, 1999, unless earlier
terminated (i) by consent of Stockholders holding greater than 60% of all Shares
held by all Stockholders pursuant to the Stockholder Agreement, (ii) upon the
effective date of a merger or consolidation of the Company in which the Company
is not the surviving entity or in which the Company becomes the subsidiary of
another corporation, unless Stockholders holding greater than 60% of all Shares
held by all Stockholders pursuant to the Stockholder Agreement elect to continue
the Stockholder Agreement, in which case the voting shares issued pursuant to
the consolidation or merger will be substituted for the Shares under the
Stockholder Agreement, (iii) subject to certain notice periods, at Paul F.
Shoen's election, upon the Company's failure to effect the registration of
securities contemplated by the
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Paul Shoen Share Repurchase and Registration Rights Agreement, or (iv) subject
to certain notice periods, at Sophia M. Shoen's election, upon the Company's
failure to effect the registration of securities contemplated by the Sophia
Shoen Share Repurchase and Registration Rights Agreement.
Any additional Common Stock or other voting stock of AMERCO acquired by the
Stockholders becomes subject to the Stockholder Agreement. Upon the consent of
an absolute majority of the Stockholders (subject to certain exceptions),
additional AMERCO stockholders may become parties to the Stockholder Agreement.
The obligations of the ESOP Trustee under the Stockholder Agreement relate
only to those Shares for which the ESOP Trustee has the discretion or right to
vote under the terms of the Plan. The ESOP Trustee is not required to act under
the Stockholder Agreement unless it is provided with an opinion of counsel to
the effect that compliance of the ESOP Trustee with the applicable provisions of
the Stockholder Agreement will not result in a violation of the provisions of
the Employee Retirement Income Security Act of 1974, as amended, or the Internal
Revenue Code of 1986, as amended.
The Reporting Person, in a letter dated April 8, 1994 from her counsel to
counsel for AMERCO, stated that she was giving notice to AMERCO and to the
signatories to the Stockholder Agreement that a breach of her Share Repurchase
and Registration Rights Agreement had occurred. This notice was given pursuant
to Section 3(iv)(A) of the Stockholder Agreement.
The description of the Stockholder Agreement contained herein is qualified
in its entirety by reference to the Stockholder Agreement, a copy of which is
attached to the Schedule 13D filed by the Group in May 1992.
SHARE REPURCHASE AND REGISTRATION RIGHTS AGREEMENT
Pursuant to a Share Repurchase and Registration Rights Agreement, dated as
of May 1, 1992 (the "Share Repurchase and Registration Rights Agreement"), among
Sophia M. Shoen, Sophmar, Inc. and AMERCO, the Reporting Person could and may
elect to require AMERCO to repurchase, with certain limitations, (i) a number of
shares of Common Stock determined by dividing $375,000 by the "Share Price" (as
defined) during the period from May 11, 1992 to and including September 30, 1992
(the "Sophmar Initial Period"), (ii) a number of shares of Common Stock
determined by dividing $1,500,000 (less the aggregate dollar amount of shares
repurchased during the Sophmar Initial Period) by the Share Price during the
period from October 1, 1992 to and including September 30, 1993 and (iii) a
number of shares of Common Stock determined by dividing $1,500,000 by the Share
Price during the period from October 1, 1993 to and including September 30,
1994.
The Share Repurchase and Registration Rights Agreement provides that
AMERCO's obligation to repurchase any shares from the Reporting
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Person shall be satisfied if such shares are purchased by the ESOP. The Share
Repurchase and Registration Rights Agreement restricts the disposition of Common
Stock held by the Reporting Person. The Reporting Person, subject to certain
limitations and restrictions, may also elect to cause AMERCO to effect a
registration under the 1933 Act and applicable state securities laws of shares
of Common Stock (or, if certain conditions are met, other AMERCO securities
having greater liquidity or marketability) held by the Reporting Person. No
such registration was required to be effective prior to March 1, 1994. Only two
such registrations may be requested. All expenses of such registrations are to
be borne by AMERCO except underwriting discounts and commissions. The Reporting
Person gave notice of exercise of her registration right to register 500,000
shares in October 1993. The shares have not yet been registered nor has a
registration statement been filed with the U.S. Securities and Exchange
Commission with respect thereto, despite the Reporting Person's timely notice of
her demand for registration pursuant to her Share Repurchase and Registration
Rights Agreement. Legal proceedings with respect to certain issues concerning
the Share Repurchase and Registration Rights Agreement have been commenced by
AMERCO, and a Notice of Arbitration pursuant to the Share Repurchase and
Registration Rights Agreement has been submitted to AMERCO by the Reporting
Person. In addition, the Reporting Person, in a letter dated April 8, 1994 from
her counsel to counsel for AMERCO, stated that she was giving notice to AMERCO
and to the signatories to the Stockholder Agreement that a breach of her Share
Repurchase and Registration Rights Agreement had occurred. This notice was
given pursuant to Section 3(iv)(A) of the Stockholder Agreement.
Pursuant to the Share Repurchase and Registration Rights Agreement, on May
15, 1992, Sophmar, Inc. sold 9,260 shares of Common Stock to the AMERCO ESOP at
the appraised value of $10.80 per share, for an aggregate sales price of
approximately $100,000. On September 29, 1993, Ms. Shoen sold 90,322 shares of
Common Stock to the AMERCO ESOP at the approved value of $15.50 per share, for
an aggregate sales price of approximately $1,400,000.
The description of the Share Repurchase and Registration Rights Agreement
contained herein is qualified in its entirety by reference to the Share
Repurchase and Registration Rights Agreement, a copy of which is attached to the
Schedule 13D filed by the Group in May 1992.
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Item 7. Material to be Files as Exhibits
The following items are filed as Exhibits to this Schedule 13D:
(1) Stockholder Agreement, dated as of May 1, 1992 among all members of the
Group*;
(2) Share Repurchase and Registration Rights Agreement dated as of May 11, 1992
among the Reporting Person, Sophmar, Inc. and AMERCO*;
(3) Letter dated April 8, 1994 from counsel to the Reporting Person to counsel
to AMERCO giving notice of breach of the Share Repurchase and Registration
Rights Agreement;
(4) Notice and accompanying exhibit pertaining to the Reporting Person's
nomination of herself as a Class IV Director, to stand for election at the 1994
Annual Stockholders Meeting.
____________
* Incorporated by reference to a previously filed Schedule 13D filed by the
Group (including the reporting person) on May 21, 1992.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated this 16th day of May, 1994.
/s/ Sophia M. Shoen
__________________________________
Sophia M. Shoen
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INDEX TO EXHIBITS
Exhibits
- --------
1. Stockholder Agreement, dated as of
May 1, 1992 among all members of the Group*
2. Share Repurchase and Registration Rights
Agreement dated as of May 11, 1992 among the
Reporting Person, Sophmar, Inc. and AMERCO*
3. Letter dated April 8, 1994 from counsel to
the Reporting Person to counsel to AMERCO
giving notice of breach of the Share
Repurchase and Registration Rights Agreement
4. Notice and accompanying exhibit pertaining to
the Reporting Person's nomination of herself as
a Class IV Director, to stand for election at
the 1994 Annual Stockholders Meeting
____________
* Incorporated by reference to a previously filed Schedule 13D filed by the
Group (including the Reporting Person) on May 21, 1992.
<PAGE>
EXHIBIT 3
L A W Y E R S
___________
R Y A N S W A N S O N & C L E V E L A N D
1201 Third Avenue, Suite 3400
Seattle, Washington 98101-3034
Facsimile (206) 583-0359
(206) 464-4224
Michael M. Fleming
Of Counsel
Licensed in Washington
and District of Columbia
April 8, 1994
VIA FACSIMILE - (602) 382-6070
Mr. Jon S. Cohen
Snell & Wilmer
One Arizona Center
Phoenix, Arizona 85004-0001
Re: Sophia Shoen and Paul Shoen
---------------------------
Dear Jon:
We are in receipt of your April 7, 1994 letters regarding Paul Shoen and
Sophia Shoen and your client AMERCO's positions with regard to our clients'
rights under their Share Repurchase and Registration Rights Agreements. I have
had the opportunity to discuss these matters further with my clients and to
review this latest proposal.
Unfortunately, the proposal contained in your April 7 letter is basically
the same position taken in the letter from Gary Klinefelter to Sophia Shoen on
October 13, 1993. The company has not changed its position with regard to its
refusal to lift the right of first refusal on my clients' AMERCO Common Stock in
order for the Common Stock to be qualified for listing and trading on the NYSC,
the AMEX, or the NASDAQ National Market System. It is now and has been our
position, absent an acceptable alternative, that my clients are entitled to
receive the benefit of their bargain in the listing of the Common Stock (i.e.
"Shares") outlined in section 3.02 of the agreement as affected by section 3.13.
The explanation for your client's unwillingness to comply with the
requirements of the agreement is laid out in Mr. Klinefelter's letter of October
13, 1993 to Sophia Shoen. In that letter, Mr.
<PAGE>
Mr. Jon S. Cohen
Page 2
April 8, 1994
Klinefelter indicates he found out only recent that one of the requirements for
listing of the "Shares" on the NASDAQ National Market System was the removal of
the right of first refusal on all of the shares in the same class. He goes on
to state that the company refuses to release this right of first refusal which
he acknowledges prevents my clients' shares from being qualified for listing on
the NASDAQ.
AMERCO is placed in the very difficult position of claiming they were
ignorant as to the requirements for qualification on the NASDAQ National Market
System and that ignorance should therefore excuse them from fulfilling their
obligations under this agreement. I must say this is not an enviable position.
I am not aware of any company of the stature, experience and legal capability of
AMERCO, successfully taking the position that their ignorance of the securities
laws and the requirements of the National Market System excuses them from
performance of contractual obligations.
Upon reflection and after serious attempts to reach some resolution outside
of a formal arbitration process, we have now come to the conclusion that this
dispute cannot be settled by the parties. Therefore, this dispute must be
submitted for arbitration pursuant to section 4.11 of the Agreement. This
letter is notice on behalf of Sophia Shoen and Paul Shoen that the arbitration
provisions in section 4.11 shall commence. The sole issue that we seek to
arbitrate is that of the Company's duties under section 3.02, namely the
Company's obligation to effect the registration pursuant to section 3.02(d) and
section 3.13. We feel this is a relatively straightforward contract
interpretation issue and should be subject to quick and inexpensive resolution.
As you are aware, we will be in Phoenix on Monday and Tuesday of next week
with regard to Paul Shoen's deposition in the pending shareholder litigation.
We will be willing to make ourselves available for the meeting required in Step
Two of the arbitration provision.
There are one or two other issues in your letter of April 7 that need to be
addressed. The first is with regard to attorney's fees. As you are aware, the
Registration Rights Agreement calls for the Company to pay all of the fees,
including reasonable attorney's fees, incurred by my clients related to securing
their registration rights under these agreements. With regard to Sophia, there
is no question she gave timely notice under section 3.02 requesting
registration. It is our position that the company's refusal to comply with the
requirements of Article III and
<PAGE>
Mr. Jon S. Cohen
Page 3
April 8, 1994
particularly the requirements contained in section 3.03(d) and 3.13 has caused
the delay and increase in attorneys' fees expended to this point.
With regard to Paul Shoen, we take the position the Company had actual
notice of his requested registration prior to September 1, 1993. In addition,
because the Company has taken the same position with Paul as it has with Sophia
regarding their refusal to lift the right of first refusal, which it
acknowledges as a requirement for qualification on the NASDAQ National Market
System, the resolution of this issue is also necessary to effect his rights
under his Registration Rights Agreement. The fees incurred by the parties
during the last six months in their efforts to secure their rights under these
agreements are well in excess of $75,000. We will be looking to the Company for
payment of those fees and reimbursement of all costs.
Your letter incorrectly states that we have not responded to your
"repeated" requests for the identity of our clients' underwriter. As I have
indicated to you previously, we have specifically discussed your client's
position on the "Series S" stock with several underwriters. As you are aware,
we have had negative responses with regard to that option. Both Sophia and
Paula have had periodic meetings with potential underwriters dating back to
1992. At least four firms have expressed a willingness to underwriter these
proposed offerings. They have also indicated it is unlikely that a trading
market would develop for such an obscure security as the "Series S" that your
client has suggested, especially when there is specific exclusion from any other
holder of AMERCO's common shares to enter into this public trading market.
Those underwriters that said there was even the possibility of establishing a
market indicated there would be a significant discount in the price of any such
shares.
In essence, your client is offering something very different from what the
Agreement requires. We have, throughout the last few months, discussed various
attempts at compromises which were all made on consultation with the investment
bankers. All of those compromise suggestions have been rejected by your client.
You were given a timetable last summer and have not adhered to it, thereby
exposing our clients to an intolerable market risk which becomes more and more
tangible each day as conditions in the public equity markets continue to
deteriorate.
Recently, the creation by your client of the Series A common stock appears
to be an effort to frustrate or make impossible a
<PAGE>
Mr. Jon S. Cohen
Page 4
April 8, 1994
successful public offering. Your client used the votes of Paul and Sophia,
obtained through the voting trust to authorize this serial stock, as well as the
subsequent issuance of the Series A common. This creation of a potentially
privileged series of common stock is very troubling to both my clients and the
investment bankers we have consulted. The fear is that the company may attempt
to utilize this new Series Aa common to partially or completely disenfranchise
the other common stockholders in the future. As you surely must know, the mere
existence of this threat is enough to substantially devalue my clients' existing
shares and render the proposed Series S even less palatable to potential
investors.
Because this dispute involves an alleged breach of the Share Repurchase
and Registration Rights Agreement by AMERCO, we are also required under
paragraph 3 of the Amended and Restated Stockholder Agreement to give notice to
the company and the stockholders who are signators to the Amended and Restated
Stockholder Agreement of our position that the Company is failing to comply with
section 3.02(a) of the Registration Rights Agreement. This letter constitutes
that notice to the Company.
Pursuant to your earlier request and that of Mr. Klinefelter, that all
correspondence be directed through your office, I ama willing to forego formal
notification to Edward J. Shoen, Mark V. Shoen, James P. Shoen, and their
respective corporations, as well as the trustees for the Employee Stock
Ownership Trust on the condition that I receive immediately from you an
Acceptance of Notification on all of their behalf. However, because of the
serious nature of these allegations and the Company's previous position that
these written notifications must be taken literally, if I do not receive your
written acceptance on their behalf, I will forward actual written notice to each
of the respective parties.
<PAGE>
Mr. Jon S. Cohen
Page 5
April 8, 1994
My clients do not want to foreclose the possibility of continued
negotiations and the possibility of working out a solution short of the
formality of arbitration. However, the serious nature of these issues and the
dispute that arises from the Company's refusal to lift the right of first
refusal requires that we pursue these formal channels at this point. If you
have any questions, please call me at your convenience.
Very truly yours,
/s/ Michael M. Fleming
Michael M. Fleming
cc: Paul Shoen and
Sophia Shoen (via facsimile)
<PAGE>
Request for Arbitration Under Section 4.11 for
Failure to Comply with Section 3.01
April 8, 1994
SOPHIA M. SHOEN
Affected Sections Specific Objections and Reasons
Therefor
Section 3.02 (including (1) Failure to timely obtain
3.02(a), 3.02(d) and 3.13) of effectiveness of registra-
the Sophia M. Shoen Share tion of shares on April 1,
Repurchase and Registration 1994 as required by 3.02(a)
Rights Agreement, dated as of when notice was timely
May 1, 1992 given;
(2) delay of EFFECTIVENESS of
registration statement by
90 days when 3.02(d)
only permits a delay in
filing of the registration
statement;
(3) failure to remove the right
of first refusal on the
Company's Common Stock or take
other corporate actions
required by Section 3.13 in
order to obtain listing on
National Market System or
major exchange, thereby
frustrating Sophia M. Shoen's
rights to registration of her
shares under Section 3.02(a).
PAUL F. SHOEN
Affected Sections
Section 3.02(including (1) The Company has stated that it
3.02(a) and 3.13 of the Paul will not remove the "right of
Shoen Repurchase and first refusal" with respect to
Registration Rights Agreement the Company's Common Stock (as
dated as of March 1, 1992 is required by Section 3.13)
and therefore will not comply
with the registration by Paul
Shoen's Shares as required by
Section 3.02(a).
<PAGE>
EXHIBIT 4
SHAREHOLDER NOTICE
PURSUANT TO SECTION 5 OF ARTICLE II
OF THE AMERCO RESTATED BY-LAWS
TO: AMERCO
2727 North Central Avenue
Phoenix, Arizona 85004
Attention: Gary V. Klinefelter, Secretary
Pursuant to Section 5 of Article II of the Restated By-laws of AMERCO (the
"Company"), the undersigned, Sophia M. Shoen, as a holder of record and a
beneficial owner of shares of common stock of the Company, hereby delivers
notice to the Secretary of the Company that the undersigned currently intend to
nominate herself for election as one of the two Class IV directors of the
Company at the next Annual Meeting of Stockholders of the Company as described
in the Exhibit attached hereto. The undersigned also hereby delivers to the
Secretary of the Company certain information contained in such Exhibit relating
to her nomination pursuant to Section 5 of Article II of the Restated By-laws of
the Company.
Section 5 of Article II of the Restated By-laws of the Company sets forth a
procedure for stockholders intending to bring business before, and intending to
nominate persons for election as directors at, a meeting of stockholders of the
Company. By giving this Notice, the undersigned does not acknowledge the
validity of any such procedures or the Restated By-laws that purport to require
them and the execution and delivery of this Notice shall not be deemed to
constitute a waiver of any rights to contest the validity of such provisions of
the Restated By-laws.
Further, the undersigned expressly reserves any rights allowed to her by
law to modify the slate of nominees to be presented at the Annual Meeting of
Stockholders of the Company.
DATED: May 4, 1994.
/s/ Sophia M. Shoen
__________________________________
Sophia M. Shoen
<PAGE>
CONSENT
I, SOPHIA M. SHOEN, hereby consent to serve as a Class IV Director of
AMERCO, a Nevada corporation, until my successor is elected and qualified.
Dated this 4th day of May, 1994.
/s/ Sophia M. Shoen
______________________________
Sophia M. Shoen
<PAGE>
EXHIBIT A
A Brief Description of the Business Desired
to be Brought Before the Meeting, the Reasons
for Conducting Such Business at the
Annual Meeting of Stockholders and
Supplemental Information as Required by
Article II, Section 5 of the AMERCO Restated By-laws
This Exhibit is submitted to AMERCO in connection with the Class IV Director
nomination of Sophia M. Shoen and the Class IV Director nomination of Paul F.
Shoen. (For purposes of this Exhibit, Sophia M. Shoen and Paul F. Shoen are
referred to collectively, when the context requires, as the Proposing
Stockholders.") The following information is information which purportedly may
be required to be submitted to AMERCO in connection with the submission of
shareholder proposals, and/or nominations for directors, pursuant to Section 5
of Article II of the Restated By-laws. By presenting this information, the
Proposing Stockholders neither acknowledge the validity or enforceability of
such By-laws provision nor concede that all of such information is required
under Section 5 of Article II of the Restated By-laws.
To the extent information required by Schedule 14A or the Company's Restated
Bylaws is not expressly addressed in the Notice and this Exhibit thereto, such
silence is deemed to mean that the item was inapplicable as to the respective
Proposing Stockholder. All information herein with respect to share ownership
is based upon the best knowledge of the Proposing Stockholders. All information
herein with respect to outstanding AMERCO stock held by other persons is based
upon public filings regarding AMERCO; the Proposing Stockholders have no other
information with respect to such matters.
I. PROPOSALS RELATING TO THE ELECTION OF DIRECTORS
1. Sophia M. Shoen proposes to bring before the 1994 Annual Meeting of
Stockholders (the "Annual Meeting") of AMERCO, a Nevada corporation (the
"Company") the nomination and election of herself to serve as a Class IV AMERCO
Director for a term commencing upon her election and expiring in 1998. Paul F.
Shoen proposes to bring before the Annual Meeting the nomination and election of
himself to serve as a Class IV AMERCO Director for a term commencing upon his
election and expiring in 1998.
The Proposing Stockholders are submitting their respective names in
nomination for the two Class IV Director vacancies for the purpose of obtaining
minority representation on the AMERCO Board of Directors. Each of the Proposing
Stockholders desires to favorably influence the management of AMERCO to
encourage such management to provide greater liquidity for the Company's
stockholders with respect to their holdings of AMERCO Common Stock. However,
each of Sophia M. Shoen and Paul F. Shoen believe that they can represent
differing opinions and viewpoints, not only from that of management but also
from each other.
<PAGE>
Except as described herein, and except for the Proposing Stockholders' interests
as nominees and any interest either of them may have as a stockholder of AMERCO
in seeing themselves elected, neither of the Proposing Stockholders nor any
associates of the Proposing Stockholders has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at
the Annual Meeting.
The Proposing Stockholders do not expect that either of the Nominees will
be unable to stand for election. However, in the event that a nominee is unable
to stand for election at the Annual Meeting, that nominee reserves the right to
nominate other persons in her or his place.
2. The names and addresses of the Proposing Stockholders are as follows:
(a) Sophia M. Shoen
c/o Global Objectives, Inc.
3653 North 6th Avenue, Suite C-10
Phoenix, AZ 85013
(b) Paul F. Shoen
188 Yellowjacket Road
Glenbrook, NV 89413
3. To the best knowledge of the Proposing Stockholders, the record date for the
Meeting has not been set by the AMERCO Board of Directors. As of the date of
the Notice of which this Exhibit is a part (the "Notice"), the following is
information as to the class and number of shares held of record, beneficially
and represented by proxy, by the Proposing Stockholders. Except as disclosed
herein, neither of the Proposing Stockholders owns any securities of the Company
of record which are not beneficially owned.
(a) Sophia M. Shoen
Class of Securities: Common Stock
Record Ownership: 2,301,707 Shares
Beneficial Ownership: 2,301,707 Shares (See
Disclosure Under
"Represented by Proxy"
below)
Represented by Proxy: *
(b) Paul F. Shoen
Class of Securities: Common Stock
Record Ownership: 3,478,513 Shares
Beneficial Ownership: 3,478,513 Shares (See
Disclosure Under
"Represented by Proxy"
below)
Represented by Proxy: *
(See footnote on following page)
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<PAGE>
______
* As described more full in that certain Schedule 13D filed with respect to
AMERCO by a purported group including the Proposing Stockholders, which Schedule
13D is on file at the U.S. Securities and Exchange Commission and at AMERCO and
is incorporated herein by this reference, Sophia M. Shoen and Paul F. Shoen each
is a party to an Amended and Restated Stockholder Agreement purporting to
regulate the voting of certain shares of AMERCO's outstanding Common Stock. By
virtue of such Stockholder Agreement, Sophia M. Shoen and Paul F. Shoen may be
deemed under the federal securities laws to be the beneficial owners of
approximately 18, 363,860 shares of Common Stock. The Proposing Stockholders
are not aware of the precise number of shares of AMERCO stock purportedly
subject to the Stockholder Agreement.
4. The information regarding each Proposing Stockholder nominee for Class IV
Director that would be required to be set forth in a definitive proxy statement
filed with the Securities and Exchange Commission pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), includes
information that follows:
(a) The Proposing Stockholders have a substantial interest in the matter
to be acted upon in that, as of the date of the Notice, they are the holders of
record of an aggregate of 5,780,220 shares of AMERCO Common Stock, which
represents approximately 15% of the total outstanding Common Stock of AMERCO.
Sophia M. Shoen is the owner of approximately 6% of the outstanding Common Stock
and Paul F. Shoen is the owner of approximately 9% of the outstanding Common
Stock of AMERCO. The Proposing Stockholders believe that their interest in
enhancing shareholder value by promoting shareholder liquidity has not been
fully addressed by the current Board of Directors and therefore, they seek
election to the two Class IV directorship seats on the Board in order to be able
to better serve this interest.
(b) The name and business address of each of the proposing Stockholders is
provided above. (Note that Mr. Shoen has no business address.)
(c) The business history of each of the Proposing Stockholders is as
follows:
(i) Sophia M. Shoen
Since February 1990, Sophia M. Shoen has been President and Chairman of the
Board of Global Objectives, Inc., a public interest organization dedicated to
conservation and to the advancement of various environmental issues. For more
than four years prior to September 1992, Ms. Shoen served as Assistant to the
President of AMERCO.
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<PAGE>
(ii) Paul F. Shoen
Paul F. Shoen has served as a management consultant to AMERCO since March
1992. From April 1991 until March 1992, Mr. Shoen served as Assistant to the
President of AMERCO. For more than two years prior to April 1991, Mr. Shoen
served as President of U-HAUL International, Inc. For more than three years
prior to September 1991, Mr. Shoen also served as a Director of AMERCO.
(d) Neither Proposing Stockholder has, during the past ten years, been
convicted in a criminal proceeding or been named a subject of a pending criminal
proceeding (excluding traffic violations or similar misdemeanors or minor
offenses).
(e) The amount of AMERCO securities owned beneficially, directly or
indirectly, by each Proposing Stockholder is set forth above.
(f) The amount of AMERCO securities owned of record by each Proposing
Stockholder is set forth above.
(g) During the past two years, neither of the Proposing Stockholders has
purchased any AMERCO securities. However, until September 1, 1993 and April 2,
1993, respectively, Ms. Shoen and Mr. Shoen owned their AMERCO securities
indirectly through their ownership of Sophmar, Inc. and Pafran, Inc.,
respectively. On September 1, 1993 and April 2, 1993, respectively, Sophmar,
Inc. and Pafran, Inc. merged into newly-created wholly-owned subsidiaries of
AMERCO. As a result of these mergers, the Proposing Stockholders became the
record and beneficial owners of certain of the AMERCO Shares that were
previously held by Sophmar, Inc. and Pafran, Inc. Details of the respective
mergers are discussed below.
Both Proposing Stockholders have, within the past two years, sold shares of
AMERCO Common Stock pursuant to the exercise of repurchase rights granted to
them pursuant to certain Share Repurchase and Registration Rights Agreements
described elsewhere herein. Details of the repurchase transactions are as
follows:
(i) Sophia M. Shoen
Pursuant to the Share Repurchase and Registration Rights Agreement dated
May 11, 1992, among AMERCO, Sophmar, Inc. and Sophia M. Shoen (the "Sophia Shoen
Agreement"), Sophmar and/or Ms. Shoen exercised her repurchase rights as
follows:
<TABLE>
<CAPTION>
Date of Repurchase Amount of Shares Repurchased Purchase Price
- ------------------ ---------------------------- --------------
<S> <C> <C>
May 15, 1992 9,260 $100,000
September 29, 1993 90,322 $1,400,000
</TABLE>
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<PAGE>
(ii) Paul F. Shoen
Pursuant to the Share Repurchase and Registration Rights Agreement dated
March 5, 1992, among AMERCO, Pafran, Inc. and Paul F. Shoen (the "Paul Shoen
Agreement"), Pafran and/o Mr. Shoen exercised his repurchase rights as follows:
<TABLE>
<CAPTION>
Date of Repurchase Amount of Shares Repurchased Purchase Price
- ------------------ ---------------------------- --------------
<S> <C> <C>
May 15, 1992 23,148 $250,000
April 30, 1993 48,387 $750,000
</TABLE>
(h) No funds were borrowed or otherwise obtained by either Proposing
Stockholder for the purpose of acquiring or holding the securities of AMERCO.
(i) Except as described herein, neither of the Proposing Stockholders is
presently, or has been within the past year, a party to any contract, agreement
or understanding with any person with respect to any securities of AMERCO,
including, but not limited to, joint ventures, loan or option agreements, puts
or calls, guarantees against loss or guarantees of profit, division of profits
and losses or the giving or withholding of proxies.
Both Proposing Stockholders purportedly are parties to that certain Amended
and Restated Stockholder Agreement among EJOS, Inc., Edward J. Shoen, an
individual, Mark V. Shoen, an individual, Sophia M. Shoen, an individual, James
P. Shoen, an individual, Paul F. Shoen, an individual, certain corporations
controlled by the individuals, and The AMERCO Employee Savings, Profit Sharing
and Employee Stock Ownership Trust dated as of May 1, 1992 (the "Plan" or the
"ESOP") (the "Stockholder Agreement"). By presenting the summary of the
Stockholder Agreement set forth below, the Proposing Stockholders do not
acknowledge the validity or enforceability of that Agreement or waive their
right to contest such validity or enforceability. The following summary is
derived principally from the above-referenced Schedule 13D and/or other AMERCO
public filings.
The Stockholder Agreement states that its purpose is to facilitate (i)
corporate stability, (ii) valuation of strategies to maximize the value and
liquidity of the Company's securities and (iii) resolution of disputes between
and among stockholders of the Company.
The Stockholder Agreement provides in part that "[e]ach Stockholder agrees
that, in voting such Stockholder's Shares hereunder such Stockholder shall
consider both the long-term and short-term interests of the Company and its
stockholders. To this end, each Stockholder agrees that such Stockholder shall
vote such Stockholder's Shares hereunder in favor of any action required to
effectuate the intent of Section 3.13 of the [Share Repurchase and Registration
Rights Agreements among the Company, Paul F. Shoen and Sophia M. Shoen]."
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<PAGE>
The Stockholder Agreement restricts the disposition of Common Stock and
other voting stock of AMERCO owned or controlled by the stockholders who are
parties to the Stockholder Agreement (the "Stockholders") at any time during the
term of the agreement (the "Shares") to certain types of permitted dispositions.
The Stockholder Agreement generally provides that Shares will be voted as a
block at the direction of a "majority in interest of the Stockholders." A
majority in interest of the Stockholders is defined to mean, with certain
exceptions, Stockholders holding greater than fifty percent (50%) of the Shares
actually voted pursuant to the Stockholder Agreement at any meeting of the
Stockholders. The Shares may also be voted without a meeting upon the express
written consent of all of the Stockholders. An "absolute majority of the
Shares" is required for certain specified votes under the Stockholder Agreement.
An absolute majority of the Stockholders is defined to mean, with certain
exceptions, Stockholders holding greater than fifty percent (50%) of all Shares
held by all Stockholders pursuant to the Stockholder Agreement. Stockholders
are entitled, except in certain limited situations, to one vote per Share in any
matter to be voted on pursuant to the Stockholder Agreement. The Stockholders
appointed James P. Shoen as their proxy to vote their Shares in accordance with
the Stockholder Agreement. A successor proxy may also be appointed.
The Stockholder Agreement will terminate on March 5, 1999, unless earlier
terminated (i) by consent of Stockholders holding greater than 60% of all Shares
held by all Stockholders pursuant to the Stockholder Agreement, (ii) upon the
effective date of a merger or consolidation of the Company in which the Company
is not the surviving entity or in which the Company becomes the subsidiary of
another corporation, unless Stockholders holding greater than 60% of all Shares
held by all Stockholders pursuant to the Stockholder Agreement elect to continue
the Stockholder Agreement, in which case the voting shares issued pursuant to
the consolidation or merger will be substituted for the Shares under the
Stockholder Agreement, (iii) subject to certain notice periods, at Paul F.
Shoen's election, upon the Company's failure to effect the registration of
securities contemplated by the Paul Shoen Share Repurchase and Registration
Rights Agreement, or (iv) subject to certain notice periods, at Sophia M.
Shoen's election, upon the Company's failure to effect the registration of
securities contemplated by the Sophia Shoen Share Repurchase and Registration
Rights Agreement.
Any additional Common Stock or other voting stock of AMERCO acquired by the
Stockholders becomes subject to the Stockholder Agreement. Upon the consent of
an absolute majority of the Stockholders (subject to certain exceptions),
additional AMERCO stockholders may become parties to the Stockholder Agreement.
The obligations of the ESOP Trustee under the Stockholder Agreement relate
only to those Shares for which the ESOP Trustee has the discretion or right to
vote under the terms of the Plan. The ESOP Trustee is not required to act under
the Stockholder Agreement unless it is provided with an opinion of counsel to
the effect that
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<PAGE>
compliance of the ESOP Trustee with the applicable provisions of the Stockholder
Agreement will not result in a violation of the provisions of the Employee
Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code
of 1986, as amended.
The description of the Stockholder Agreement contained herein is qualified
in its entirety by reference to the Stockholder Agreement, a copy of which is
attached to the Schedule 13D filed by the Group in May 1992.
Except as set forth above, neither of the Proposing Stockholders is a
member of any partnership, limited partnership, syndicate or other group
pursuant to any agreement, arrangement, relationship, understanding or
otherwise, whether or not in writing, and whether or not organized in whole or
in part, for the purpose of acquiring, owning or voting shares of AMERCO stock.
See (l) below for a description of certain other contracts, arrangements or
understandings.
(j) No securities of the Company are owned beneficially, directly or
indirectly, by any person who would be deemed to be an "associate" of the
Proposing Stockholders, as that term is defined in Rule 14a-1 promulgated under
the Exchange Act.
(k) Neither Proposing Stockholder beneficially owns, directly or
indirectly, any securities of a parent or subsidiary of the Company.
(l) Except as described below, neither of the Proposing Stockholders, nor
any member of their respective immediate families, nor any of the respective
associates, or any immediate member of such associate's family, had, or will
have a direct or indirect material interest, since the beginning of AMERCO's
last fiscal year, in any transactions or series of similar transactions, or any
currently proposed transaction or series of transactions, to which AMERCO or any
of its subsidiaries was or is to be a party, in which the amount exceeds
$60,000.
Following is a description of all transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, and any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000, and in which the Proposing Stockholders had, or will
have, a direct or indirect material interest.
(i) Sophia M. Shoen
On September 3, 1993, AMERCO, Sophmar, Inc. (a corporation controlled by
Sophia M. Shoen) and Sophmar Acquisition, Inc., a subsidiary of AMERCO ("S.A.
Acquisition") entered into an Agreement and Plan of Merger pursuant to which
S.A. Acquisition merged into Sophmar and Sophmar became a wholly-owned
subsidiary of AMERCO. In
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exchange for Sophmar's capital stock, the stockholders of Sophmar (Sophia M.
Shoen and a certain irrevocable trust established by Sophia M. Shoen)
collectively received 2,500,920 shares of Common Stock, the same number of
shares of Common Stock held by Sophmar. Sophia M. Shoen received 2,392,029 of
these shares and the trust received 108,891 of the shares.
The merger of Sophmar, Inc. with Sophmar Acquisition, Inc. was effected in
accordance with the terms of a Merger Option Agreement, dated as of May 11,
1992, among Sophia M. Shoen, Sophmar, Inc. and AMERCO (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 at Sophmar's
request. The Company conditioned these merger rights on Sophia M. Shoen and
Sophmar entering into an agreement that, among other things, prohibits Sophia M.
Shoen and Sophmar 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 certain sales of securities in registered offerings and
limited sales of securities under Rule 144 (promulgated by the U.S. Securities
and Exchange Commission) or Section 4(1) of the Securities Act of 1933, as
amended. This Stockholder Agreement is described elsewhere herein. With
certain limitations, the Company has agreed to indemnify Sophmar and Sophia M.
Shoen for liabilities arising out of the merger.
Pursuant to a Share Repurchase and Registration Rights Agreement, dated as
of May 1, 1992 (the "Sophia Shoen Share Repurchase and Registration Rights
Agreement"), among Sophia M. Shoen, Sophmar, Inc. and AMERCO, Sophia M. Shoen
could and may elect to require AMERCO to repurchase, with certain limitations,
(i) a number of shares of Common Stock determined by dividing $375,000 by the
"Share Price" (as defined) during the period from May 11, 1992 to and including
September 30, 1992 (the "Sophmar Initial Period"), (ii) a number of shares of
Common Stock determined by dividing $1,500,000 (less the aggregate dollar amount
of shares repurchased during the Sophmar Initial Period) by the Share Price
during the period from October 1, 1992 to and including September 30, 1993 and
(iii) a number of shares of Common Stock determined by dividing $1,500,000 by
the Share Price during the period from October 1, 1993 to and including
September 30, 1994.
The Sophia Shoen Share Repurchase and Registration Rights Agreement
provides that AMERCO's obligation to repurchase any shares from Sophia M. Shoen
shall be satisfied if such shares are purchased by the ESOP. The Sophia Shoen
Share Repurchase and Registration Rights Agreement restricts the disposition of
Common Stock held by Sophia M. Shoen. Sophia M. Shoen, subject to certain
limitations and restrictions, may also elect to cause AMERCO to effect a
registration under the 1933 Act and applicable state securities laws of shares
of Common Stock (or, if certain conditions are met, other AMERCO securities
having greater liquidity or marketability) held by Sophia M. Shoen. No such
registration was required to be effective prior to March 1, 1994. Only two such
registrations may be requested. All
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expenses of such registrations are to be borne by AMERCO except underwriting
discounts and commissions. Ms. Shoen gave notice of exercise of her
registration right to register 500,000 shares in October 1993. The shares have
not yet been registered nor has a registration statement been filed with the
U.S. Securities and Exchange Commission with respect thereto. Legal proceedings
relating thereto are described elsewhere herein.
Pursuant to the Sophia Shoen Share Repurchase and Registration Rights
Agreement, on May 15, 1992, Sophmar, Inc. sold 9,260 shares of Common Stock to
the AMERCO ESOP at the appraised value of $10.80 per share, for an aggregate
sales price of approximately $100,000. On September 29, 1993, Ms. Shoen sold
90,322 shares of Common Stock to the AMERCO ESOP at the approved value of $15.50
per share, for an aggregate sales price of approximately $1,400,000.
Pursuant to a Management Consulting Agreement, dated as of May 1, 1992,
Sophia M. Shoen agreed to provide environmental and other consulting services to
AMERCO. In consideration for these services, AMERCO agreed to pay Sophia M.
Shoen a yearly fee of $100,000. The Management Consulting Agreement terminates
on May 1, 1994, but may be extended until May 1, 1995 under certain
circumstances.
(ii) Paul F. Shoen
On April 2, 1993, AMERCO, Pafran, Inc. (a corporation controlled by Paul F.
Shoen) and P.F. Acquisition, Inc., a subsidiary of AMERCO ("P.F.A."), entered
into an Agreement and Plan of Merger pursuant to which P.F.A. merged into Pafran
and Pafran became a wholly-owned subsidiary of AMERCO. In exchange for Pafran's
capital stock, the stockholders of Pafran (Paul F. Shoen and certain irrevocable
trust established by Paul F. Shoen) collectively received 3,598,876 shares of
Common Stock, the same number of shares of Common Stock held by Pafran. Paul F.
Shoen received 3,526,900 of these shares and the trust received 71,976 of the
shares.
The merger of Pafran, Inc. with P.F. Acquisition, Inc. was effected in
accordance with the terms of a Merger Option Agreement, dated as of March 1,
1992, among Paul F. Shoen, Pafran and AMERCO (the "Pafran Merger Option
Agreement"). The Pafran Merger Option Agreement required the Company to cause a
subsidiary of the Company to be merged with or into Pafran at Pafran's request.
The Company conditioned these merger rights on Paul F. Shoen and Pafran entering
into an agreement that, among other things, prohibits Paul F. Shoen and Pafran
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 certain sales of securities in registered offerings and limited
sales of securities under Rule 144 (promulgated by the U.S. Securities and
Exchange Commission) or Section 4(1) of the Securities Act of 1933. This
Stockholder Agreement is described elsewhere herein. With certain limitations,
the Company has agreed to indemnify Pafran and Paul F. Shoen for liabilities
arising out of the merger.
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Pursuant to the Share Repurchase and Registration Rights Agreement, dated
as of March 1, 1992 (the "Paul Shoen Share Repurchase and Registration Rights
Agreement") among Paul F. Shoen, Pafran, Inc., and AMERCO, Paul F. Shoen could
or may elect to require AMERCO to repurchase, with certain limitations, (i) a
number of shares of Common Stock determined by dividing $250,000 by the "Share
Price" (as defined) during the period from March 1, 1992 to and including
September 30, 1992 (the "Initial Period"), (ii) a number of shares of Common
Stock determined by dividing $1,000,000 (less the aggregate dollar amount of
shares repurchased during the Initial Period) by the Share Price during the
period from October 1, 1992 to and including September 30, 1993, and (iii) a
number of shares of Common Stock determined by dividing $1,000,000 by the Share
Price during each of the periods from October 1, 1993 to and including
September 30, 1994 and October 1, 1994 to and including September 30, 1995.
The Paul Shoen Share Repurchase and Registration Rights Agreement provides that
AMERCO's obligation to repurchase any shares from Paul F. Shoen shall be
satisfied if such shares are purchased by the AMERCO Employee Savings, Profit
Sharing and Employee Stock Ownership Plan (the "Plan" or the "ESOP"). The Paul
Shoen Share Repurchase and Registration Rights Agreement restricts the
disposition of Common Stock held by Paul F. Shoen. Paul F. Shoen, subject to
certain limitations and restrictions, may also elect to cause AMERCO to effect
a registration under the Securities Act of 1933, as amended (the "Securities
Act"), and applicable state securities laws of shares of Common Stock (or, if
certain conditions are met, other AMERCO securities having greater liquidity
or marketability) held by Paul F. Shoen. No such registration will be required
prior to March 1, 1995, although this date may be moved up to March 1, 1994 at
Paul F. Shoen's option, if certain conditions are met. Mr. Shoen takes the
position that those conditions have been met, that he has given timely notice
of his intent to accelerate his registration rights and has made his
registration demand that AMERCO register 500,000 of his shares. AMERCO
disagrees. The shares have not been registered and a registration statement
has not been filed with the U.S. Securities and Exchange Commission with
respect thereto. Legal proceedings related thereto have been commenced.
Only two such registrations may be requested. All expenses of such
registrations are to be borne by the Company except underwriting discounts and
commissions.
Pursuant to the Paul Shoen Share Repurchase and Registration Rights
Agreement, (i) on May 15, 1992, Pafran sold 23,148 shares of Common Stock to the
ESOP at the appraised value of $10.80 per share, for an aggregate sales price of
approximately $250,000 and (ii) on April 30, 1993, the Reporting Person sold
48,387 shares of Common Stock to the ESOP at the appraised value of $15.50 per
share, for an aggregate sales price of approximately $750,000.
Pursuant to a Management Consulting Agreement, dated as of March 5, 1992,
Paul F. Shoen agreed to provide management consulting serves to AMERCO on
matters relating to AMERCO's business and the organization and management of
AMERCO. In consideration for these services, AMERCO has agreed to pay Paul F.
Shoen a yearly fee of
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$200,000. The Management Consulting Agreement terminates on March 1, 1995, but
may be terminated earlier under certain circumstances.
(m) Except with respect to standard remuneration as a director and each
Proposing Stockholder's consent to serve as a Class IV Director of AMERCO, if
elected, neither Proposing Stockholder nor any associate or the Proposing
Stockholders has any arrangement or understanding with any person with respect
to any future employment with the Company or any of its affiliates. The written
consent of each of the Proposing Stockholders to serve as a Class IV Director is
attached to the Notice. The foregoing notwithstanding, the Proposing
Stockholders are each a party to a management consulting contract with the
Company as follows:
(i) Sophia M. Shoen
Pursuant to a Management Consulting Agreement, dated as of May 1, 1992,
Sophia M. Shoen agreed to provide environmental and other consulting services to
AMERCO. In consideration for these services, AMERCO agreed to pay Sophia M.
Shoen a yearly fee of $100,000. The Management Consulting Agreement terminates
on May 1, 1994, but may be extended until May 1, 1995 under certain
circumstances.
(ii) Paul F. Shoen
Pursuant to a Management Consulting Agreement, dated as of March 5, 1992,
Mr. Shoen agreed to provide management consulting services to AMERCO on matters
relating to AMERCO's business and the organization and management of AMERCO. In
consideration for these services, AMERCO has agreed to pay Mr. Shoen a yearly
fee of $200,000. The Management Consulting Agreement terminates on March 1,
1995, but may be terminated earlier under certain circumstances.
The only "arrangements or understandings" that the Proposing Stockholders
have with respect to any future transactions to which AMERCO or any of its
affiliates will or may be a party are the various share repurchase and
registration rights obligations of AMERCO as set forth in the Sophia Shoen Share
Repurchase and Registration Rights Agreement and the Paul Shoen Share Repurchase
and Registration Rights Agreement described above.
(n) Except as described in the Notice and this Exhibit thereto, and other
than the agreement by the respective Nominees to serve as a director, if
elected, there is no arrangement or understanding between the Proposing
Stockholder Nominees and any other person or persons pursuant to which a nominee
for election as a director is proposed to be elected.
(o) Except as described below, neither of the Proposing Stockholders nor
their respective associates is a party adverse to AMERCO or any of its
subsidiaries or has a material interest adverse to AMERCO or any of its
subsidiaries. The Proposing Stockholders are both parties to litigation filed
against them by AMERCO as follows:
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(ii) Sophia M. Shoen
On April 27, 1994, an action was filed in the Superior Court of the County
of Maricopa, State of Arizona, by AMERCO against Ms. Shoen. The complaint
alleges waiver of the right to arbitrate certain contract interpretation issues
and seeks injunctive relief and damages. Ms. Shoen is currently preparing her
response to the complaint.
On April 8, 1994, Ms. Shoen submitted to AMERCO her Request for Arbitration
under Section 4.11 of her Share Repurchase and Registration Rights Agreement,
claiming a dispute as to AMERCO's failure to comply with Section 3.02 and 3.13
of the Share Repurchase and Registration Rights Agreement. Ms. Shoen alleges
that (i) the Company has failed to timely effect registration of her shares by
April 1, 1994, as required by Section 3.02(a), although a timely registration
notice was given; the Company has delayed effectiveness of the registration
statement by 90 days, although section 3.02(d) only permits a delay in filing of
the registration statement; and (iii) the Company has failed to remove the right
of first refusal on the Company's Common Stock or to take other corporate
actions required by Section 3.13 in order to obtain listing on the NASDAQ
National Market System or on a major exchange, thereby frustrating Ms. Shoen's
rights to registration of her shares under Section 3.02(a). The noticed
arbitration is currently proceeding pursuant to the schedule contained in
Section 4.11 of the Share Repurchase and Registration Rights Agreement.
(ii) Paul F. Shoen
On April 27, 1994, an action was filed in the Superior Court of the County
of Douglas, State of Nevada, by AMERCO against Mr. Shoen. The complaint alleges
waiver of the right to arbitrate certain contract interpretation issues and
seeks injunctive relief and damages. Mr. Shoen is currently preparing his
response to the complaint.
On April 8, 1994, Mr. Shoen submitted to AMERCO his Request for Arbitration
under Section 4.11 of his Share Repurchase and Registration Rights Agreement,
claiming a dispute as to AMERCO's anticipatory breach of Section 3.02 and 3.13
of the Share Repurchase and Registration Rights Agreement. Mr. Shoen alleges
that the Company has stated that it will not remove the "right of first refusal"
with respect to the Company's Common Stock, as required by Section 3.13 of the
Agreement, and therefore will not comply with the registration of Mr. Shoen's
shares as required by Section 3.02(a). The noticed arbitration is currently
proceeding pursuant to the schedule contained in Section 4.11 of the Share
Repurchase and Registration Rights Agreement.
(p) Except as described herein, there are no transactions or other matters
requiring disclosure pursuant to Items 404(b) and (c) of Regulation S-K
pertaining to either Proposing Stockholder.
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(q) The information required by Item 401 or Item 103 of Regulation S-K not
otherwise covered above includes the following.
(i) Sophia M. Shoen
Ms. Shoen is 33 as of May 1, 1994. The only position Ms. Shoen currently
holds with the Company is that of consultant, as described above. There is no
arrangement or understanding between Ms. Shoen and any other person(s) pursuant
to which she was or is to be selected as a director nominee. Ms. Shoen's
business experience is set forth above. Ms. Shoen and Mr. Shoen are half-sister
and brother. In addition, Ms. Shoen is the half-sister of Edward J. Shoen and
Mark V. Shoen and sister to James P. Shoen, all of whom are presently directors
of AMERCO. Ms. Shoen has not been involved in any legal proceedings during the
past five years that would require disclosure pursuant to Item 401(f) of
Regulation S-K. Ms. Shoen is not a director of any company with a class of
securities registered pursuant to section 12 of the Exchange Act or subject to
the requirements of section 15(d) of such Act, or any company registered as an
investment company under the Investment Company Act of 1940. Except as set
forth above, there are not legal proceedings to which Ms. Shoen is a party that
would require disclosure pursuant to Instruction 4 to Item 103 of
Regulation S-K.
(ii) Paul F. Shoen
Mr. Shoen is 37 as of May 1, 1994. The only position Mr. Shoen currently
holds with the Company is that of consultant, as described above. Mr. Shoen
served as a director of AMERCO from 1986 until September 1991. There is no
arrangement or understanding between Mr. Shoen and any other person(s) pursuant
to which he was or is to be selected as a director nominee. Mr. Shoen's
business experience is set forth above. Mr. Shoen and Ms. Shoen are half-
brother and sister. In addition, Mr. Shoen is the brother of Edward J. Shoen
and Mark V. Shoen and the half brother of James P. Shoen, and is the nephew of
William E. Carty, all of whom are presently directors of AMERCO. Mr. Shoen has
not been involved in any legal proceedings during the past five years that would
require disclosure pursuant to Item 401(f) of Regulation S-K. Mr. Shoen is not
a director of any company with a class of securities registered pursuant to
section 12 of the Exchange Act or subject to the requirements of section 15(d)
of such Act or any company registered as an investment company under the
Investment Company Act of 1940. Except as set forth above, there are no legal
proceedings to which Mr. Shoen is a party that would require disclosure pursuant
to Instruction 4 to Item 103 of Regulation S-K.
(r) With respect to compliance with Section 16(a) of the Exchange Act:
(i) Sophia M. Shoen
Ms. Shoen and Sophmar, Inc. have filed all forms required to be filed
pursuant to Section 16(a) under the Exchange Act.
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(ii) Paul F. Shoen
Mr. Shoen and Pafran, Inc. have filed all forms required to be filed
pursuant to Section 16(a) under the Exchange Act.
(s) There is no information required pursuant to Item 402 of Regulation
S-K in that neither of the Proposing Stockholders is an executive officer of
AMERCO or any of its affiliates that would require disclosure in a proxy
statement prepared in accordance with Schedule 14A. The only compensation
received by the Proposing Stockholders for services rendered to the Company are
the consulting fees paid pursuant to their respective management consulting
agreements described above.
(t) The Proposing Stockholders have not yet determined the arrangements
pursuant to which they will solicit proxies of other stockholders with respect
to the Annual Meeting or if they will solicit proxies, separately or together,
if at all. When and if those arrangements are determined, the Proposing
Stockholders will apprise AMERCO of the methods of proxy solicitation to be
used, the total amount to be spent in furtherance of or in connection with the
proxy solicitation, and related matters. To date, no persons of the type
described in sub-item (b)(3) of Item 4 of Schedule 14A have been retained or
employed by the Proposing Stockholders, and the Proposing Stockholders have
incurred only customary legal fees, estimated at $7,500, in connection with any
such possible solicitation. The Proposing Stockholders reserve the right to
solicit proxies by mail, personal interview, telephone, telecopies and other
methods, and to retain others to assist them in that process. No precise
estimate can be given at this time as to the amount that would be spent in
furtherance of or in connection with any proxy solicitation. If the Proposing
Stockholders determine to proceed with a solicitation and are successful, they
may seek reimbursement from AMERCO for the expenses they have incurred relating
thereto. Until such reimbursement is secured (if at all), the proposing
Stockholders will bear such expenses. It is not currently anticipated that the
stockholders of AMERCO will be asked to vote on the reimbursement request.
If the Proposing Stockholders solicit proxies with respect to the Annual
Meeting, they will comply at such time with Item 4 of Schedule 14A and with Rule
14a-4 under the Securities Exchange Act of 1934, as amended, as well as other
applicable disclosure requirements.
(u) Other information required to be filed with the Commission that has
not previously been disclosed above includes the following information for
Schedule 13D, which may be required to be filed by the Proposing Stockholders.
By including the following information in this Exhibit, neither Proposing
Stockholder is acknowledging that a Schedule 13D needs to be filed or that the
Schedule 13D to which both Proposing Stockholders are a party needs to be
amended.
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(i) Both Proposing Stockholders have sole voting power and sole
dispositive power over all Shares owned of record by them, subject to the
Stockholder Agreement described above.
(ii) Ms. Shoen's share holdings represent approximately 6% of the
outstanding Common Stock of AMERCO and Mr. Shoen's share holdings represent
approximately 9% of the outstanding Common Stock of AMERCO.
(iii) There are no criminal proceedings or civil proceedings required
to be disclosed by either Proposing Stockholder pursuant to Schedule 13D.
(iv) Both Proposing Stockholders are citizens of the United States.
(v) Since no shares were or have been recently acquired by the
Proposing Stockholders, the item in Schedule 13D regarding source and amount of
funds is inapplicable.
(vi) There have been no transactions in the Common Stock of the
Company by either Proposing Stockholder within the past sixty days or since the
most recent filing on Schedule 13D by the Proposing Stockholders. However, Mr.
Shoen has submitted to AMERCO his notice of a share repurchase request in the
amount of $1,000,000 pursuant to his Share Repurchase and Registration Rights
Agreement. As of the date of the Notice, AMERCO has not honored that request.
(vii) No other person is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds form the sale of
the Proposing Stockholders' securities.
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