AMERCO /NV/, S-3, 1994-12-29

AMERCO /NV/
S-3, 1994-12-29
MOTOR VEHICLES & PASSENGER CAR BODIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

AMERCO
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
NEVADA 88-0106815
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

------------------------

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 85004-0001
(602) 382-6247
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------

COPIES TO:

<TABLE>
<S> <C>
DEBRA K. WEINER, ESQ. [COUNSEL FOR UNDERWRITERS]
GROVER WICKERSHAM, P.C.
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CALIFORNIA 94306
(415) 323-6400
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Common Stock, $.25 par value........... 500,000 $17.50 $8,750,000 $3,018
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the last reported sale price of the Common
Stock on December 28, 1994, as reported by Nasdaq -- National Market.

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> 2

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 DECEMBER 29, 1994
PROSPECTUS
500,000 SHARES

A M E R C O
COMMON STOCK

Paul F. 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. The Securities have been approved for
quotation on Nasdaq-National Market ("Nasdaq") under the symbol "AMOO."

On December 28, 1994, the last reported sale price of the Common Stock
through Nasdaq was $18
per share.

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
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS(1) STOCKHOLDER(2)
- -----------------------------------------------------------------------------------------
Per Share................................ $ $ $
- -----------------------------------------------------------------------------------------
TOTAL............................... $ $ $
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>

(1) Excludes a non-accountable expense allowance of $ payable by
Selling Stockholder to , 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 $ .

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
on or about , 1994.
------------------------------------

[UNDERWRITER]

THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 3

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 75 Park Place,
14th Floor, New York, New York 10007, 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 and the Company's Common Stock is listed on Nasdaq. 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 and at
the National Association of Securities Dealers, 1735 K Street, N.W., Washington,
D.C. 20007.

INFORMATION INCORPORATED BY REFERENCE

The Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1994, the Company's audited consolidated financial statements included
in the Company's Registration Statement, No. 33-54289 filed with the Commission,
which was effective November 3, 1994, the Quarterly Report of the Company on
Form 10-Q for the quarter ended September 30, 1994, and the Current Report on
Form 8-K filed with the Commission on October 13, 1994 are incorporated herein
by reference.

All reports filed by the Company with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from their
respective dates of filing.

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.

2
<PAGE> 4

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. 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 trade name 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 SECURITIES

Securities Offered.................. 500,000 shares of Common Stock.

Securities Outstanding.............. 6,100,000 shares of Series A 8 1/2%
Preferred Stock, 32,901,568 shares of
Common Stock, and 5,762,495 shares of
Series A Common Stock.

Use of Proceeds..................... The Company will receive no proceeds
from the sale of the Securities
registered hereby.

Nasdaq Symbol....................... "AMOO"

3
<PAGE> 5

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 September 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
six months ended September 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 six months
ended September 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 SIX MONTHS
FOR THE FISCAL YEARS ENDED MARCH 31, ENDED SEPTEMBER 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:(4)
Rental, net sales, and other
revenues........................... $ 830,998 $ 860,044 $ 845,128 $ 901,446 $ 972,704 $ 540,005 $ 594,673
Premiums and net investment income... 119,641 126,620 126,756 139,465 162,151 76,311 90,020
---------- ---------- ---------- ---------- ---------- ---------- ----------
950,639 986,664 971,884 1,040,911 1,134,855 616,316 684,693
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating expenses and cost of
sales.............................. 627,396 668,149 661,229 697,700 735,841 378,964 395,848
Benefits, losses, and amortization of
deferred acquisition costs......... 121,602 126,626 99,091 115,969 130,168 64,242 71,955
Depreciation......................... 105,437 114,589 109,641 110,105 133,485 62,266 74,755
Interest expense..................... 74,657 80,815 76,189 67,958 68,859 35,268 33,297
---------- ---------- ---------- ---------- ---------- ---------- ----------
929,092 990,179 946,150 991,732 1,068,353 540,740 575,855
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pretax earnings (loss) from
operations......................... 21,547 (3,515) 25,734 49,179 66,502 75,576 108,838
Income tax expense................... (3,516) (6,354) (4,940) (17,270) (19,853) (24,344) (39,354)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before cumulative
effect of change in accounting
principle and extraordinary item... 18,031 (9,869) 20,794 31,909 46,649 51,232 69,484
Extraordinary loss on early
extinguishment of debt, net(2)..... -- -- -- -- (3,370) -- --
Cumulative effect of change in
accounting principle, net(3)....... -- -- -- -- (3,095) (3,272) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss).................. $ 18,031 $ (9,869) $ 20,794 $ 31,909 $ 40,184 $ 47,960 $ 69,484
========= ========= ========= ========= ========= ========= =========
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 $ 1.38 $ 1.70
Net earnings (loss) per common
share(1)........................... .46 (.25) .53 .83 .89 1.29 1.70
Weighted average common shares
outstanding........................ 39,483,960 39,312,080 38,880,069 38,664,063 38,664,063 37,119,233 37,053,707
Cash dividends declared -- common
shares............................. $ 2,575 $ 1,176 $ -- $ 1,994 $ 3,147 $ -- $ --
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1990 1991 1992 1993 1994 1993 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:(4)
Total property, plant, and equipment,
net................................ $ 975,675 $1,040,342 $ 987,095 $ 989,603 $1,174,236 $1,126,063 $1,267,671
Total assets......................... 1,725,660 1,822,977 1,979,324 2,024,023 2,344,442 2,189,832 2,506,079
Notes and loans payable.............. 749,113 804,826 733,322 697,121 723,764 793,871 752,529
Stockholders' equity................. 446,294 435,180 451,888 479,958 651,787 518,577 708,784
</TABLE>

- ---------------
(1) For the fiscal year ended March 31, 1994, and the six months ended September
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 Securities -- Dividends."

(2) 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."

(3) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Other."

(4) See "Business -- Litigation" for a discussion of material uncertainties
relating to shareholder litigation. See also "Business -- Environmental
Matters."

4
<PAGE> 6

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 Company believes that the Selling Stockholder opposes current
management. For more information about the Selling Stockholder, see "Selling
Security Holder."

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
"Plan"), Oxford (acting as a trustee), Edward J. Shoen, Mark V. Shoen, and James
P. Shoen who are members of the Company's management, and Selling Stockholder
and Sophia M. Shoen vote approximately 46.3% 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"), subject to the provisions of the Employee Retirement Income and
Security Act of 1974 ("ERISA") and the provisions of the Internal Revenue Code
of 1986, as amended (the "IRC"). 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 Trustee." 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 45.0% 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. Sophia M. Shoen and Selling Stockholder 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 or after January 4, 1995.
Sophia M. Shoen and Selling Stockholder 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. Sophia M. Shoen
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 Sophia M. Shoen and Selling Stockholder, 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. Sophia M. Shoen and Selling Stockholder 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 Sophia M. Shoen or Selling
Stockholder 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

5
<PAGE> 7

enjoined, pursuant to litigation initiated by Selling Stockholder (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
limited purpose 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, although the Company has selected three
limited purpose trustees subject to Court approval, the Selling Stockholder has
not stipulated to the appointment of such 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, Selling
Stockholder 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 Selling Stockholder
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 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. The Inside Stockholder Group currently controls 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 Sophia M. Shoen or Selling Stockholder is successful in leaving the
Inside Stockholder Group. Approximately $519 million of the Company's
outstanding debt was covered by such credit agreements as of September 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 $422
million under unutilized lines of credit otherwise available at September 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, including Selling Stockholder, 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

6
<PAGE> 8

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 jury also awarded the plaintiffs $70 million in
punitive damages against Edward J. Shoen. Edward J. Shoen has filed 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 plaintiffs have filed post-trial motions that are contested by the
defendants to request, among other things, an unspecified amount of prejudgment
interest. If it is awarded in this case, prejudgment interest could be as much
as approximately $800 million if the jury verdict is not substantially reduced.
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. 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. 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 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 substantially
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. If the jury verdict is substantially reduced, the Company
does not believe that there would be a material adverse affect on its earnings,
financial position, or cash flows. If the jury verdict is not substantially
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 substantially reduced. See "Business -- Litigation."

The Company, certain officers of the Company, certain members of the
Company's Board of Directors, and others are defendants in actions currently
pending in United States District Court for the District of Nevada entitled
Sidney Wisotzky and Dorothy Wisotzky, et al. v. Edward J. Shoen, et al., No.
CV-N-94-771-HDM (filed October 28, 1994 and served on the Company on November 7,
1994), Evan Jubler v. Edward J. Shoen, et al., No. CV-N-94-00811-HDM (filed
November 16, 1994), and Anne Markin v. Edward J. Shoen, et al., No.
CV-N-94-00821-ECR (filed November 18, 1994). The plaintiffs, in these cases who
claim to have purchased the Company's Series A 8 1/2% Preferred Stock, are
seeking class action certification and are defining the class as all persons who
purchased or otherwise acquired the Series A 8 1/2% Preferred Stock of AMERCO
from October 14, 1993 through October 18, 1994, inclusive, and who sustained
damage as a result of such purchases. The plaintiffs allege among other things,
that the defendants violated the federal securities laws by inflating the price
of the Series A 8 1/2% Preferred Stock via false and misleading statements,
concealing material adverse information, and taking other manipulative actions,
and that the Prospectus for the Series A 8 1/2% Preferred Stock, certain Form
10-K and Form 10-Q filings made by the Company, and the Company's Notice and
Proxy Statement dated July 8, 1994 contained false and misleading statements and
omissions regarding the action currently pending in the Superior Court of the
State of Arizona

7
<PAGE> 9

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 "Shoen
Litigation"). In addition, certain officers of the Company, certain members of
the Company's Board of Directors, and an employee of the Company are defendants
in an action currently pending in United States District Court for the District
of Nevada entitled Bernard L. and Frieda Goldwasser, et al. v. Edward J. Shoen,
et al., No. CV-N-94-00810-ECR (filed November 16, 1994). The plaintiffs in this
case allege derivatively on behalf of the Company, that the defendants breached
their fiduciary duties to the Company and its shareholders by causing the
Company to violate the federal securities laws, by concealing the financial
responsibility of the Company for the claims asserted in the Shoen Litigation,
by subjecting the Company to adverse publicity, and by misusing their corporate
control for personal benefit. In addition to unspecified damages, the plaintiffs
are seeking equitable and/or injunctive relief to prevent the defendants in this
case from causing the Company to indemnify the defendants in the Shoen
Litigation against their liability in that case. On October 7, 1994, the jury in
the Shoen Litigation awarded the plaintiffs in that case approximately $1.48
billion to be paid by the defendants in exchange for the plaintiffs' stock. The
jury in that case also awarded the plaintiffs $70 million in punitive damages
against Edward J. Shoen. See "Business -- Litigation." The plaintiffs in these
cases are requesting unspecified compensatory damages as well as attorneys' fees
and costs. The Company and the individual defendants deny plaintiffs'
allegations of wrongdoing and intend to vigorously defend themselves in these
actions.

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 575,000 shares of the Company's Common
Stock in late 1994, there was no public market for the Company's common stock.
Although the Company expects the Securities offered hereby to be approved for
quotation on Nasdaq, there can be no assurance that an active trading market
will develop or be maintained following such offering.

OTHER SHARES OF COMMON STOCK -- MARKET OVERHANG

In addition to the Securities and the 575,000 shares of the Company's
Common Stock trading on Nasdaq, the Company has 37,589,063 other shares of
common stock outstanding. Those shares and shares issued by the Company in the
future could potentially be sold, 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, the stock now held or hereafter acquired by
the ESOP Trust, 1,700,000 shares of Common Stock held by Mark V. Shen, and the
Common Stock trading on Nasdaq which have 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 Sophia M. Shoen and
Selling Stockholder, assuming that such shares are sold in accordance with the
limitations of Rule 144. Generally, under Rule 144, each of Sophia M. Shoen and
Selling Stockholder 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

8
<PAGE> 10

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 Sophia M. Shoen and
Selling Stockholder are asserting in arbitration proceedings described in
"Business -- Litigation" that the Company has an obligation to remove the right
of first refusal.

In addition, (i) the Company plans to register 1,700,000 shares of Common
Stock for public sale from time to time by Mark V. Shoen, and (ii) the Company
plans to register approximately 40,000,000 unissued shares of Common Stock for
public sale by the Company from time to time to finance the expansion of its
core businesses and for other corporate purposes. Each of the above offerings
will be made pursuant to a prospectus.

ENVIRONMENTAL MATTERS

The Company owns properties that contained approximately 1,400 underground
storage tanks as of September 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 been 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, no assurance can be given
as to the Company's future plans in this regard. See "Description of
Securities."

9
<PAGE> 11

THE COMPANY

The following chart represents the corporate structure of the major
operating subsidiaries of the Company.

[ORGINIZATIONAL CHART]

10
<PAGE> 12

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at September 30, 1994:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1994
------------------
(IN THOUSANDS)
<S> <C>
Long-term debt, less current maturities............................. $628,872
==============
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 9,238,015 shares................................... 2,309
Common Stock of $.25 par value, authorized 150,000,000 shares,
issued 30,761,985 shares.......................................... 7,691
Additional paid-in capital.......................................... 165,651
Foreign currency translation........................................ (10,027)
Retained earnings................................................... 573,908
Less:
Cost of common shares in treasury, 1,335,937 shares............... 10,461
Loan to leveraged employee stock ownership plan................... 20,287
------------------
Total stockholders' equity................................ $708,784
==============
</TABLE>

- ---------------
(1) On November 28, 1994, the Company issued 3,475,520 shares of Common Stock to
Mark V. Shoen, a director of the Company, in exchange for 3,475,520 shares
of Series A Common Stock, $0.25 par value. Giving effect to this
transaction, the number of outstanding shares of Series A Common Stock is
5,762,495, and the number of outstanding shares of Common Stock is $0.25 par
value is 32,901,568. See "Certain Transactions."

STOCKHOLDER MATTERS

Cash dividends declared on the Company's common stock for the two most
recent fiscal years are as follows:

<TABLE>
<CAPTION>
RECORD DATE CASH DIVIDEND PER COMMON SHARE
---------------------------------------------------------- ------------------------------
<S> <C>
August 4, 1992............................................ $.0258
October 6, 1992........................................... $.0258
August 3, 1993............................................ $.0814
</TABLE>

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.

11
<PAGE> 13

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 September 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
six months ended September 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 six
months ended September 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.

Rental, net sales, and other
revenues........................... $ 830,998 $ 860,044 $ 845,128 $ 901,446 $ 972,704 $ 540,005 $ 594,673
Premiums and net investment income... 119,641 126,620 126,756 139,465 162,151 76,311 90,020
---------- ---------- ---------- ---------- ---------- ---------- ----------
950,639 986,664 971,884 1,040,911 1,134,855 616,316 684,693
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating expenses and cost of
sales.............................. 627,396 668,149 661,229 697,700 735,841 378,964 395,848
Benefits, losses, and amortization of
deferred acquisition costs......... 121,602 126,626 99,091 115,969 130,168 64,242 71,955
Depreciation......................... 105,437 114,589 109,641 110,105 133,485 62,266 74,755
Interest expense..................... 74,657 80,815 76,189 67,958 68,859 35,268 33,297
---------- ---------- ---------- ---------- ---------- ---------- ----------
929,092 990,179 946,150 991,732 1,068,353 540,740 575,855
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pretax earnings (loss) from
operations......................... 21,547 (3,515) 25,734 49,179 66,502 75,576 108,838
Income tax expense................... (3,516) (6,354) (4,940) (17,270) (19,853) (24,344) (39,354)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings (loss) before cumulative
effect of change in accounting
principle and extraordinary item... 18,031 (9,869) 20,794 31,909 46,649 51,232 69,484
Extraordinary loss on early
extinguishment of debt, net(2)..... -- -- -- -- (3,370) -- --
Cumulative effect of change in
accounting principle, net(3)....... -- -- -- -- (3,095) (3,272) --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss).................. $ 18,031 $ (9,869) $ 20,794 $ 31,909 $ 40,184 $ 47,960 $ 69,484
========= ========= ========= ========= ========= ========= =========
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 $ 1.38 $ 1.70
Net earnings (loss) per common
share(1)........................... .46 (.25) .53 .83 .89 1.29 1.70
Weighted average common shares
outstanding........................ 39,483,960 39,312,080 38,880,069 38,664,063 38,664,063 37,119,233 37,053,707
Cash dividends declared -- common
shares............................. $ 2,575 $ 1,176 $ -- $ 1,994 $ 3,147 $ -- $ --
</TABLE>

Total property, plant, and equipment,
net................................ $ 975,675 $1,040,342 $ 987,095 $ 989,603 $1,174,236 $1,126,063 $1,267,671
Total assets......................... 1,725,660 1,822,977 1,979,324 2,024,023 2,344,442 2,189,832 2,506,079
Notes and loans payable.............. 749,113 804,826 733,322 697,121 723,764 793,871 752,529
Stockholders' equity................. 446,294 435,180 451,888 479,958 651,787 518,577 708,784
</TABLE>

(3) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Other."

(4) See "Business -- Litigation" for a discussion of material uncertainties
relating to shareholder litigation. See also "Business -- Environmental
Matters."

12
<PAGE> 14

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 contained in the
Company's audited consolidated financial statements incorporated herein by
reference to the Company's Registration Statement, No. 33-54289 filed with the
Commission, which was effective November 3, 1994, 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)

Six Months Ended September 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 six months ended September 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. The Company's results of operations have
historically fluctuated from quarter to quarter. In particular, the Company's
U-Haul rental operations are seasonal and a majority of the Company's revenues
and substantially all of it's earnings from its U-Haul rental operations are
generated in the first and second quarters each fiscal year (April through
September).

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
---------- -------- -------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1994
Revenues:
Outside............................ $ 591,737 $ 19,682 $ 73,274 $ -- $ 684,693
Intersegment....................... (41) 744 8,939 (9,642) --
---------- -------- -------- ------------ ------------
Total Revenue................. $ 591,696 $ 20,426 $ 82,213 $ (9,642) $ 684,693
========= ======== ======== ========= =========
Operating profit................... $ 124,197 $ 6,295 $ 11,602 $ 41 $ 142,135
========= ======== ======== =========
Interest expense................... 33,297
------------
Pretax earnings from operations.... $ 108,838
=========
Identifiable Assets at September
30............................... $1,733,767 $462,229 $577,127 $ (267,044) $ 2,506,079
========= ======== ======== ========= =========
SIX MONTHS ENDED SEPTEMBER 30, 1993
Revenues:
Outside............................ $ 537,284 $ 16,161 $ 62,871 $ -- $ 616,316
Intersegment....................... 936 464 9,798 (11,198) --
---------- -------- -------- ------------ ------------
Total Revenue................. $ 538,220 $ 16,625 $ 72,669 $ (11,198) $ 616,316
========= ======== ======== ========= =========
Operating profit................... $ 98,905 $ 4,734 $ 8,349 $ (1,144) $ 110,844
========= ======== ======== =========
Interest expense................... 35,268
------------
Pretax earnings from operations.... $ 75,576
=========
Identifiable Assets at September
30............................... $1,528,430 $463,294 $448,661 $ (250,553) $ 2,189,832
========= ======== ======== ========= =========
</TABLE>

13
<PAGE> 15

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>

14
<PAGE> 16

SIX MONTHS ENDED SEPTEMBER 30, 1994 VERSUS SIX MONTHS ENDED SEPTEMBER 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 $48.6 million, approximately
10.9%, to $494.0 million in the first six months of fiscal 1995. The increase in
the first six months of fiscal 1995 is primarily attributable to a $46.2 million
increase in net revenues from the rental of moving related equipment, which rose
to $459.4 million as compared to $413.2 million in the first six months of
fiscal 1994. Moving related revenues benefited from transactional (volume)
growth within the truck and trailer fleets reflecting higher utilization and
rental fleet expansion. Revenues from the rental of self-storage facilities
increased by $4.7 million to $39.4 million in the first six months of fiscal
1995, an increase of approximately 13.5%. Storage revenues were positively
impacted by additional rentable square footage and higher average rental rates.
Other revenues declined by $2.3 million which primarily reflects changes in
gains realized from the disposition of property, plant and equipment.

Net sales revenues were $97.7 million in the first six months of fiscal
1995, which represents an increase of approximately 5.3% from the first six
months of fiscal 1994 net sales of $92.8 million. Revenue growth from the sale
of hitches, moving support items (i.e. boxes, etc.), and propane resulted in a
$6.3 million increase during the first six month period, which was offset by a
$1.3 million decrease in revenue from gasoline sales and outside repair.

Cost of sales was $53.3 million in the first six months of fiscal 1995,
which represents a decrease of approximately 3.3% from $55.1 million for the
same period in fiscal 1994. The decrease in cost of sales primarily reflects
improved margins on hitch sales, and the liquidation of RV parts in the first
quarter of fiscal 1994. Increased material costs from the sale of moving support
items and propane, which can be primarily attributed to higher sales levels,
partially offset these decreases.

Operating expenses increased to $339.5 million in the first six months of
fiscal 1995 from $322.0 million in the first six months of fiscal 1994, an
increase of approximately 5.4%. The change from the prior year primarily
reflects a $16.7 million increase in rental equipment maintenance costs. Efforts
to minimize downtime, an increase in fleet size, and higher transaction levels
are primarily responsible for the increase. Lease expense declined by $17.3
million to $31.5 million reflecting lease terminations, lease restructuring, and
lower finance costs on new leases originated during the past 18 months. All
other operating expense categories increased in the aggregate of $18.1 million,
approximately 9.8%, to $202.5 million.

Depreciation expense for the six month period was $74.8 million, as
compared to $62.3 million in the same period of the prior year, reflecting the
increase in fleet size, the acquisition of trucks that were previously leased
and real property acquisitions.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $8.2 million for the six months ended June 30, 1994, an increase of $.6
million, approximately 7.9% over 1993 and accounted for 78.5% 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
$2.3 million for the six months ended June 30, 1994, an increase of $1.1 million
over the prior year. The increase in direct premium is primarily due to Oxford's
entrance into the credit life and accident and health business. Oxford's direct
lines are principally related to the underwriting of group life and disability
income and credit life and accident and health. Insurance on the lives of the
employees of AMERCO and its subsidiary companies accounted for approximately
8.0% of Oxford's premiums in 1994. Unaffiliated direct lines accounted for
approximately 13.5% of Oxford's premiums in 1994.

Net investment income before intercompany eliminations was $7.7 million and
$6.4 million for the six months ended June 30, 1994 and 1993, respectively. This
increase is primarily due to increasing margins on

15
<PAGE> 17

the interest sensitive business. Gains on the disposition of fixed maturity
investments were $1.2 million and $.5 million for the six months ended June 30,
1994 and 1993, respectively. Oxford had $1.0 million of other income for both of
the six months periods ended June 30, 1994 and 1993.

Benefits and expenses incurred were $14.1 million for the six months ended
June 30, 1994, an increase of 18.5% over 1993. Comparable benefits and expenses
incurred for 1993 were $11.9 million. This increase is primarily due to the
increase in reserve caused by the increase in annuitizations and the credit life
and accident and health business discussed above.

Operating profit before intercompany eliminations increased by $1.6
million, or approximately 34%, in 1994 to $6.3 million, primarily due to the
increasing margins on the interest sensitive business and the gain on
disposition of fixed maturities.

RWIC -- Property and Casualty

RWIC gross premium writings continued to grow in the first six months of
1994, to $93.6 million as compared to $81.3 million in the first half of 1993.
This represents an increase of $12.3 million, or 15.1%. RWIC continues
underwriting professional reinsurance via broker markets, and premiums in this
area increased in the first half of 1994 to $38.7 million, or 41.4% of total
premium, from comparable 1993 figures of $26.2 million, or 32.3% of total
premium. As in prior years, the rental industry market also accounts for a
significant share of total premiums, approximately 40.5% and 38.9% in the first
half of 1994 and the first half of 1993, respectively. These writings include
U-Haul customers, fleetowners and U-Haul as well as other rental industry
insureds with similar characteristics.

Net earned premiums increased $8.9 million, or 15.5%, to $66.4 million for
the six months ended June 30, 1994, compared with premiums of $57.5 million for
the six months ended June 30, 1993. The premium increase was primarily due to
increased writings in the assumed reinsurance area.

Underwriting expenses incurred were $70.6 million for the six months ended
June 30, 1994, an increase of $6.3 million, or 9.8% over 1993. Comparable
underwriting expenses incurred for 1993 were $64.3 million. The increase in
underwriting expenses is due to the larger premium volume being written in 1994,
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net earned premiums decreased from 1.12 in the first
half of 1993 to 1.06 in the first half 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 $14.8 million during the first half of 1994, an
increase of 8.8% over 1993 net investment income of $13.6 million. The increase
is due to an increased asset base generated from larger premium volume.

RWIC completed the first six months of 1994 with net after tax income of
$8.2 million as compared to $6.9 million for the comparable period ended June
1993. This represents an increase of $1.3 million, or 18.8% over 1993. The
increase is due to better underwriting results in the assumed reinsurance area.

Interest Expense

Interest expense decreased by $2.0 million to $33.3 million for the six
months ended September 30, 1994, as compared to $35.3 million for the six months
ended September 30, 1993. This decrease reflects a reduction in the costs of
funds and lower average debt levels outstanding.

Consolidated Group

As a result of the foregoing, pretax earnings of $108.8 million were
realized in the six months ended September 30, 1994, as compared to $75.6
million for the same period in 1993. After providing for income taxes, net
earnings for the six months ended September 30, 1994 were $69.5 million, as
compared to $48.0 million for the same period of the prior year. The
consolidated results for the prior year reflect a cumulative

16
<PAGE> 18

effect adjustment resulting from the adoption of Statement of Accounting
Standards No. 106 "Accounting for Post-Retirement Benefits Other Than Pensions."

THREE MONTHS ENDED SEPTEMBER 30, 1994 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1993

U-Haul

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $26.0 million, approximately
10.9%, to $264.9 million in the three months ended September 1994. The increase
is primarily attributable to a $22.8 million increase in net revenues from the
rental of moving related equipment, which rose to $245.0 million, as compared to
$22.8 million for the three months ended September 30, 1994 and September 30,
1993, respectively. Moving related revenues benefited from transactional
(volume) growth within the truck and trailer fleets. Revenues from the rental of
self-storage facilities increased by $2.6 million to $20.6 million for the three
months ended September 1994, an increase of approximately 14.4%. Storage
revenues were positively impacted by additional rentable square footage and
higher average rental rates. Other revenues declined by $.6 million which
primarily reflects changes in gains realized from the disposition of property,
plant and equipment.

Net sales were $46.4 million for the three months ended September 30, 1994,
which represents an increase of approximately 2.9% from the three months ended
September 30, 1993 net sales of $45.1 million. Revenue growth from the sale of
hitches, moving support items (i.e. boxes, etc.), and propane resulted in a $2.0
million increase during the three month period, which was offset by a $.7
million decrease in revenue from gasoline sales and outside repair.

Cost of sales was $25.7 million for the three months ended September 30,
1994 compared to $25.8 million for the same period ended September 1993. The
relative static activity represents improved margins on hitch sales, with
increased material costs for support items and propane.

Operating expenses increased to $177.5 million for the three months ended
September 30, 1994 compared to $166.4 million for the three months ended
September 1993, an increase of approximately 6.7%. The change from the prior
year primarily reflects a $6.6 million increase in rental equipment maintenance
costs. Efforts to minimize downtime, an increase in fleet size and higher
transaction levels are primarily responsible for the increase. Lease expense
declined by $4.8 million to $16.3 million reflecting lease terminations, lease
restructuring, and lower finance costs on new leases originated during the past
18 months. All other operating expense categories increased in the aggregate by
$9.3 million, approximately 9.5% to $106.2 million.

Depreciation expense for the three month period was $37.5 million, as
compared to $32.1 million in the same period of the prior year, reflecting the
increase in fleet size, the acquisition of trucks that were previously leased
and real property acquisitions.

Oxford -- Life Insurance

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $4.4 million for the quarter ended June 30, 1994, an increase of $.1
million, approximately 2.3% over 1993 and accounted for 78.5% 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
$1.9 million for the quarter ended June 30, 1994, an increase of $.6 million
(46.2%) over the prior year. 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. Unaffiliated direct lines
include the underwriting of credit life and accident and health business and
individual life insurance acquired from other insurers.

Net investment income before intercompany eliminations was $4.1 million and
$3.0 million for the quarters ended June 30, 1994 and 1993, respectively. This
increase is primarily due to increasing margins on

17
<PAGE> 19

the interest sensitive business. Gains on the disposition of fixed maturity
investments were $1.0 million and $.2 million. Oxford had $.5 million of other
income for both of the quarters ended June 30, 1994 and 1993.

Benefits and expenses incurred were $7.5 million for the quarter ended June
30, 1994, an increase of 7.1% over 1993. Comparable benefits and expenses
incurred for 1993 were $7.0 million. This increase is primarily due to the
increase in reserve caused by the increase in annuitizations and Oxford's
entrance into credit life and accident and health business. Oxford also
increased its amortization of deferred acquisition costs.

Operating profit before intercompany eliminations increased by $2.2
million, or approximately 100%, in 1994 to $4.4 million, primarily due to the
increasing margins on the interest sensitive business and the gain on
disposition of fixed maturities.

RWIC -- Property and Casualty

RWIC gross premium writings in the second quarter of 1994 were $48.0
million as compared to $47.2 million in the second quarter of 1993. This
represents an increase of $.8 million, or 1.7%. As in prior years, the rental
industry market accounts for a significant share of total premiums,
approximately 62.2% and 50.7% for the second quarter of 1994 and the second
quarter of 1993, respectively. These writings include U-Haul customers,
fleetowners and U-Haul as well as other rental industry insureds with similar
characteristics.

Net earned premiums increased $2.5 million, or 7.4%, to $36.3 million for
the three months ended June 30, 1994, compared with premiums of $33.8 million
for the three months ended June 30, 1993. The premium increase was primarily due
to increased writings in the assumed reinsurance area.

Underwriting expenses incurred were $39.9 million for the three months
ended June 30, 1994, an increase of $2.5 million, or 6.7% over 1993. Comparable
underwriting expenses incurred for 1993 were $37.4 million. The increase in
underwriting expenses is due to the larger premium volume being written in 1994,
which increased acquisition costs and commensurate reserves. The ratio of
underwriting expenses to net earned premiums remained the same from 1.1 in the
second quarter of 1993 to 1.1 in the second quarter of 1994.

Net investment income was $7.9 million during the second quarter of 1994,
an increase of 33.9% over 1993 net investment income of $5.9 million. The
increase is attributable to one time accrual changes to certain government
agency bonds in first quarter 1993 which decreased second quarter 1993 net
investment income.

RWIC completed the three months ended June 30, 1994 with net after tax
income of $3.3 million as compared to $2.6 million for the comparable period
ended June 1993. This represents an increase of $.7 million, or 26.9% over 1993.
The increase is due to better underwriting results in the assumed reinsurance
area.

Interest Expense

Interest expense decreased by $1.3 million to $16.7 million for the three
months ended September 30, 1994, as compared to $18.0 million for the three
months ended September 30, 1993. This decrease reflects a reduction in the costs
of funds and lower average debt levels outstanding.

Consolidated Group

As a result of the foregoing, pretax earnings of $63.0 million were
realized in the three months ended September 30, 1994, as compared to $45.9
million for the same period in 1993. After providing for income taxes, net
earnings for the three months ended September 30, 1994 were $40.1 million, as
compared to $30.6 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

18
<PAGE> 20

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.

19
<PAGE> 21

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.

20
<PAGE> 22

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.

21
<PAGE> 23

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

22
<PAGE> 24

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 ten
quarters in the period beginning April 1, 1992 and ending September 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
----------------------------------------------------------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30 DEC. 31, MARCH 31, JUNE 30, SEPT. 30,
1992 1992 1992 1993 1993 1993 1993 1994 1994 1994
-------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <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 $361,115
Net Earnings
(loss)....... 24,982 26,736 (6,843) (12,966 ) 17,359 30,601 1,799 (9,575 ) 29,413 40,071
Net Earnings
per common
share(1)..... .65 .69 (.18) (.34 ) .47 .83 .01 (.33 ) .71 1.00
</TABLE>

- ---------------
(1) For the quarters ended December 31, 1993, March 31, June 30, and September
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."

LIQUIDITY AND CAPITAL RESOURCES

U-Haul

To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At September 30, 1994, net property, plant and
equipment represented approximately 73.1% of total UHaul assets and
approximately 50.6% of consolidated assets. In the first six months of fiscal
1995, capital expenditures were $255.2 million, as compared to $330.3 million in
the first six months of fiscal 1994, reflecting expansion of the rental fleet in
both periods, purchase of trucks previously leased, and increases in the
available square footage in the self-storage segment. The capital needs required
to fund these acquisitions were funded with internally generated funds from
operations, debt and lease financings.

Cash flows from operations were $162.6 million in the first six months of
fiscal 1995, as compared to $143.0 million in the first six months of fiscal
1994. The increase primarily reflects improved earnings and higher depreciation
during the current year.

Oxford -- Life Insurance

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 flows from operations were $9.8 million and $8.0 million for the six
months ended June 30, 1994 and 1993, respectively. During 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

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Oxford's short-term portfolio. At June 30, 1994 and 1993, short-term investments
amounted to $9.1 million and $9.5 million, respectively. Management believes
that the overall sources of liquidity will continue to meet foreseeable cash
needs.

Stockholder's equity of Oxford, on June 30, 1994 was $91.0 million.
Stockholder's equity excluding investment in RWIC, was $83.8 million in 1993. On
June 30, 1994 Oxford dividended 100% of common stock of RWIC to Ponderosa. 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 shareholders by insurance
companies domiciled in the State of Arizona is limited. Any dividend in excess
of the limit requires prior regulatory approval. Statutory surplus that can be
distributed as dividends without prior regulatory approval is $17,619,000 at
June 30, 1994. 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

Cash flows from operations were $12.4 million and $4.3 million for the six
months ended June 30, 1994 and 1993, respectively. The increase is primarily
attributed to increased premium writings which were partially offset by
increased reinsurance loss payables. In addition to cash flows from operations,
a substantial amount of liquid assets and budgeted cash flows is available to
meet periodic needs.

RWIC's short-term investment portfolio was $6.2 million at June 30, 1994.
This level of liquid assets, combined with budgeted cash flow, is adequate to
meet periodic needs. This balance also reflects funds in transition from
maturity proceeds to long-term investments. The structure of the long-term
portfolio is designed to match future cash needs. Capital and operating budgets
allow RWIC to schedule cash needs.

RWIC maintains a diversified investment portfolio, primarily in bonds at
varying maturity levels. Approximately 97.4% 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 93.4% of total liabilities.

Shareholder equity increased 2.4% from $165.1 million at December 31, 1993
to $169.0 million at June 30, 1994. RWIC considers current shareholders' 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 six months of 1994, RWIC
paid no shareholder dividends.

Consolidated Group

At September 30, 1994, total notes and loans payable outstanding was $752.5
million as compared to $723.8 million at March 31, 1994, $793.9 million at
September 30, 1993. The decrease from September 1993 is due to a combination of
cash flow from operations, a preferred stock offering and lease fundings.

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 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.

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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 September 30, 1994, the
Company had $752.5 million in total notes and loans payable outstanding and
unutilized lines of credit of approximately $422.0 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. Approximately
$519 million of the Company's outstanding debt was covered by such credit
agreements as of September 30, 1994. At September 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.

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 66 2/3% of such
board) cease for any reason to constitute greater than 50% of the then acting
Board.

The Company is further restricted in the type and amount of dividends and
distributions that it may issue or pay, and in the issuance of certain types of
preferred stock. The Company is prohibited from issuing shares of preferred
stock that provide for any mandatory redemption, sinking fund payment, or
mandatory prepayment, or that allow the holders thereof to require the Company
or an subsidiary of the Company to repurchase such preferred stock at the option
of such holders or upon the occurrence of any event or events without the
consent of its lenders.

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 jury also awarded the plaintiffs $70 million in
punitive damages against Edward J. Shoen. Edward J. Shoen has filed 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 plaintiffs have filed post-trial motions that are contested by the
defendants to request, among other things, an unspecified amount of prejudgment
interest. If it is awarded in this case, prejudgment interest could be as much
as approximately $800 million if the jury verdict is not substantially reduced.
The Company is unable to predict the outcome of the post-trial motions or the
likelihood of appeal by any party or the consequences of any appeal. 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 of 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

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<PAGE> 27

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 substantially 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 substantially reduced or that the Company or the defendants will be able
to finance the purchase of the plaintiffs' 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
be 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.

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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 have adopted 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.

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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 September 30, 1994, the Company's distribution network
included approximately 1,000 U-Haul Centers and approximately 11,800 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 September
30, 1994, such self-storage facilities were located at or near approximately 59%
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 $38.5 million for total proceeds of approximately $77.0
million. At September 30, 1994, the book value of the Company's real estate
assets deemed to be surplus was approximately $17.0 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

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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 70,000 new trucks between March 1987 and September 1994 and
reduced the overall average age of its truck fleet from approximately 11 years
at March 1987 to approximately 5 years at September 1994. During this period,
approximately 61,000 trucks were retired or sold.

Since 1990, U-Haul has replaced approximately 50% 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, motor home 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

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<PAGE> 31

(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 September 30, 1994, U-Haul's rental equipment fleet consisted of
approximately 78,000 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 September 30, 1994, approximately 1,000
Company-owned U-Haul Centers and approximately 11,800 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 11 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.

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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.

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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 September 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 44% of the total workforce on September
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.

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<PAGE> 34

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:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
----------------------------------
1993 1992 1991
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
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 FAS 113........................ 76,111 -- --
-------- -------- --------
Unpaid loss and loss expenses, end of year................. $314,482 $238,762 $236,019
======== ======== ========
</TABLE>

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.

33
<PAGE> 35

UNPAID LOSS AND LOSS EXPENSES
<TABLE>
<CAPTION>
DECEMBER 31
--------------------------------------------------------------------------------------------
1983 1984 1985 1986 1987 1988 1989 1990
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <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
PAID (CUMULATIVE) AS OF:
One year later................ 21,140 24,602 41,170 54,627 49,681 59,111 50,992 55,128
Two years later............... 35,340 50,628 77,697 92,748 91,597 89,850 87,850 97,014
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 later.............. 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
Two years later............... 74,850 107,111 147,968 192,272 190,715 202,687 206,219 221,450
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

1991 1992 1993
-------- -------- --------

<S> <<C> <C> <C>
RESERVE FOR UNPAID LOSS AND
LOSS ADJUSTMENT EXPENSES:.... $236,019 $238,762 $314,482
PAID (CUMULATIVE) AS OF:
One year later................ 65,532 83,923
Two years later............... 105,432
Three years later.............
Four years later..............
Five years later..............
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............
RESERVE REESTIMATED AS OF:
One year later................ 231,779 251,450
Two years later............... 224,783
Three years later.............
Four years later..............
Five years later..............
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............
INITIAL RESERVE IN EXCESS OF
(LESS THAN) REESTIMATED
RESERVE:
Amount (cumulative)........... $ 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.

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<PAGE> 36

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."

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<PAGE> 37

LITIGATION

Certain members of the Company's Board of Directors, including the Selling
Stockholder, 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 approximately $1.48 billion.
The jury also awarded the plaintiffs $70 million in punitive damages against
Edward J. Shoen. Edward J. Shoen has filed 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 plaintiffs have filed post-trial
motions that are contested by the defendants to request, among other things, an
unspecified amount of prejudgment interest. If it is awarded in this case,
prejudgment interest could be as much as approximately $800 million if the jury
verdict is not substantially reduced. 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, 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 of a 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
substantially 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 if the jury verdict is substantially reduced there would be a
material

36
<PAGE> 38

adverse effect on its results of operations, financial position or cash flows.
If the jury verdict is not substantially 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 substantially reduced.

Sophia M. Shoen, Selling Stockholder 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,
Sophia M. Shoen and Selling Stockholder commenced the dispute resolution
process. Private arbitration proceedings pursuant to these agreements were
convened on June 19, 1994. In the arbitration, Sophia M. Shoen asserts that the
Company has breached its obligations to her by failing to timely register the
sale of her shares which were sold to the public in November of 1994 and by
failing to remove the right of first refusal on all Company common stock.
Selling Stockholder 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 Selling Stockholder on June 30, 1994. Sophia M. Shoen and Selling
Stockholder 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.
Sophia M. Shoen 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 or after January 4, 1995. 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. Selling Stockholder 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 Selling Stockholder 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
past-through voting and discretionary voting of shares held by the ESOP Trust.

37
<PAGE> 39

who claim to have purchased the Company's Series A 8 1/2% Preferred Stock, are
seeking class action certification and are defining the class as all persons who
purchased or otherwise acquired the Series A 8 1/2% Preferred Stock of AMERCO
from October 14, 1993 through October 18, 1994, inclusive, and who sustained
damage as a result of such purchases. The plaintiffs allege among other things,
that the defendants violated the federal securities laws by inflating the price
of the Series A 8 1/2% Preferred Stock via false and misleading statements,
concealing material adverse information, and taking other manipulative actions,
and that the Prospectus for the Series A 8 1/2% Preferred Stock, certain Form
10-K and Form 10-Q filings made by the Company, and the Company's Notice and
Proxy Statement dated July 8, 1994 contained false and misleading statements and
omissions regarding the Shoen Litigation. In addition, certain officers of the
Company, certain members of the Company's Board of Directors, and an employee of
the Company are defendants in an action currently pending in United States
District Court for the District of Nevada entitled Bernard L. and Frieda
Goldwasser, et al. v. Edward J. Shoen, et al., No. CV-N-94-00810-ECR (filed
November 16, 1994). The plaintiffs in this case allege derivatively on behalf of
the Company, that the defendants breached their fiduciary duties to the Company
and its shareholders by causing the Company to violate the federal securities
laws, by concealing the financial responsibility of the Company for the claims
asserted in the Shoen Litigation, by subjecting the Company to adverse
publicity, and by misusing their corporate control for personal benefit. In
addition to unspecified damages, the plaintiffs are seeking equitable and/or
injunctive relief to prevent the defendants in this case from causing the
Company to indemnify the defendants in the Shoen Litigation against their
liability in that case. On October 7, 1994, the jury in the Shoen Litigation
awarded the plaintiffs in that case approximately $1.48 billion to be paid by
the defendants in exchange for the plaintiffs' stock. The jury in that case also
awarded the plaintiffs $70 million in punitive damages against Edward J. Shoen.
See "Business -- Litigation." The plaintiffs in these cases are requesting
unspecified compensatory damages as well as attorneys' fees and costs. The
Company and the individual defendants deny plaintiffs' allegations of wrongdoing
and intend to vigorously defend themselves in these actions.

The Company and its subsidiaries are defendants in a number of other 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 such 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 Company's financial
statements.

ENVIRONMENTAL MATTERS

UNDERGROUND STORAGE TANKS

The Company owns properties that, as of September 30, 1994, contained a
total of approximately 1,400 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

38
<PAGE> 40

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

39
<PAGE> 41

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 196 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.

40
<PAGE> 42

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 Sophia M. Shoen, Selling Stockholder, Oxford (as
trustee) and the ESOP Trustee, are members of the Inside Stockholder Group that
on the date of this Prospectus votes approximately 46.3% of the Company's
outstanding voting stock. If Sophia M. Shoen and Selling Stockholder are
successful in leaving the Inside Stockholder Group, then the other current
members of the Inside Stockholder Group would 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); Selling Stockholder (3,419,690); Sophia
M. Shoen (1,713,472); 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. The Inside Stockholder Group currently
controls 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

41
<PAGE> 43

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,
since the Company has outstanding a "registration-type class of securities,"
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 November 16, 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 46.3% 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, Selling Stockholder and
Sophia M. Shoen, 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 pursuant to separate
Share Repurchase and Registration Rights Agreements. Sophia M. Shoen has sold
575,000 shares of Company's common stock to the public pursuant to such an
agreement. On September 1, 1994, Selling Stockholder demanded registration of
500,000 of his shares. Subject to certain limitations, the Company is required
to effect registration of those shares pursuant to this prospectus 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 Selling Stockholder or Sophia M. Shoen. 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, the
Inside Stockholder Group controls the vote of approximately 46.3% of the
Company's common stock. Assuming that Selling Stockholder and Sophia M. Shoen
sold all of their respective shares pursuant to this and future 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 Selling Stockholder and Sophia M. Shoen 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
Sophia M. Shoen and Selling

42
<PAGE> 44

Stockholder 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. The
following information is based upon certain Commission filings by the Outside
Stockholder Group and on other information furnished to the Company.

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.

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<PAGE> 45

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 Sophia M. Shoen and Selling Stockholder 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, except the Common Stock trading on Nasdaq, the
Securities, the common stock now held or hereafter acquired by the ESOP Trust,
and 1,700,000 shares of Common Stock held by Mark V. Shoen (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 Sophia M. Shoen and Selling Stockholder 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). 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

Subsequent to March 31, 1994, a subsidiary of the Company loaned SAC
Self-Storage Corporation ("SAC") a total of $34,338,000 for the purchase of
self-storage properties by SAC. Such properties are

44
<PAGE> 46

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 and operating cash
flows. The notes mature in 2004. All of the notes are cross-collateralized with
other notes issued by SAC.

In connection with the lawsuits described in "Business -- Litigation," the
Company pays or advances the legal expenses of certain of the defendants in such
lawsuits. The Company believes that the amounts paid or advanced to such
defendants are not material to its financial statements or results of
operations.

On November 28, 1994, the Company entered into an Exchange Agreement with
Mark V. Shoen, a director and major stockholder of the Company. Pursuant to the
Exchange Agreement, in exchange for 3,475,520 shares of Series A Common Stock
owned by Mark V. Shoen, Mark V. Shoen received 3,475,520 shares of Common Stock.

SELLING SECURITY HOLDER

The common stock offered hereunder is held by Selling Stockholder. Selling
Stockholder currently owns 3,419,690 shares of common stock directly, 71,976
shares of common stock indirectly through Oxford Life Insurance Company, Trustee
under that certain Irrevocable Trust dated December 20, 1982 (Paul F. Shoen,
Grantor) (the "Irrevocable Trust"), and 779 shares of Common Stock which are
allocated to the Selling Stockholder's ESOP Trust account. Five hundred thousand
shares of common stock are offered hereunder. After the sale of the Securities,
Selling Stockholder will own 2,919,690 shares directly (7.55%) and 71,976 shares
indirectly (0.19%).

The Company believes that the Selling Stockholder opposes current
management of the Company. On May 4, 1994, Selling Stockholder nominated himself
for election to the Company's Board of Directors.

On October 25, 1994, Selling Stockholder filed a Stipulation in the Shoen
Litigation whereby he agreed that until the Court ruled on any one of the
defendants' post-trial motions, he would not sell, pledge, transfer,
collateralize, hypothecate, gift or otherwise dispose of any of his assets in
such a way as to cause a material change in his financial condition.

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 April 2, 1993, the Company, Pafran, Inc., a corporation controlled by
Selling Stockholder, and P.F. Acquisition, Inc., a subsidiary of the Company
("P.A."), entered into an Agreement and Plan of Merger pursuant to which P.A.
merged into Pafran, Inc., and Pafran, Inc. became a wholly-owned subsidiary of
the Company. In exchange for Pafran, Inc.'s capital stock, the stockholders of
Pafran, Inc. (Selling Stockholder and the Irrevocable Trust) collectively
received 3,598,876 shares of Common Stock, the same number of shares of Common
Stock held by Pafran, Inc. Selling Stockholder received 3,526,900 of these
shares and the Irrevocable Trust received 71,976 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, Pafran, Inc., and the Company (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, Inc. at its request.
The Company conditioned these merger rights on Selling Stockholder and Pafran,
Inc. entering into an agreement that, among other things, prohibits Selling
Stockholder and Pafran, 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
Pafran, Inc. and Selling Stockholder for liabilities arising out of the merger.

45
<PAGE> 47

Pursuant to a Share Repurchase and Registration Rights Agreement, dated as
of March 1, 1992 (the "Registration Rights Agreement"), among Selling
Stockholder, Pafran, Inc., and the Company, Selling Stockholder was given the
right to require the Company to repurchase, with certain limitations, up to
$2,250,000 of common stock owned by him. 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 Pafran, Inc. sold 23,148 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 $250,000, (ii) on April 30, 1993, Selling Stockholder sold 48,387
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 $750,000, and (iii) on
June 30, 1994, Selling Stockholder sold 58,825 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 $1,000,000. 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 him. Selling Stockholder
gave notice of exercise of his registration right to register 500,000 of the
shares of common stock registered hereunder in September, 1994.

Pursuant to a Management Consulting Agreement, dated as of March 5, 1992,
Selling Stockholder agreed to provide management consulting services to the
Company on matters relating to the Company's business and the organization and
management of the Company. In consideration for these services, the Company has
agreed to pay Selling Stockholder a yearly fee of $200,000. The Management
Consulting Agreement terminates on March 1, 1995.

In connection with the Shoen Litigation, the Company has paid or advanced
certain legal expenses of Selling Stockholder. See "Business -- Litigation," and
"Certain Transactions."

DESCRIPTION OF SECURITIES

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,
150,000,000 shares of serial common stock, and 50,000,000 shares of preferred
stock. The Company's Board of Directors has the authority to fix the voting
powers, designations, preferences, privileges, limitations, restrictions, and
relative rights of the serial common stock and the preferred stock without any
further vote or action by the stockholders. The rights of the holders of the
Common Stock are subject to, and may be adversely affected by, the rights of the
holders of any serial common stock or preferred stock that is currently
outstanding or that may be issued in the future. The issuance of serial common
stock or preferred stock 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 Common Stock. See
"Risk Factors -- Ability to Issue Serial Common Stock and Preferred Stock" for a
further discussion of the potential anti-takeover effects of the Board's ability
to issue serial common stock and preferred stock.

As of the date of this Prospectus, there are 32,901,568 issued and
outstanding shares of the Company's Common Stock and 5,762,495 issued and
outstanding shares of Series A Common Stock. All of the Series A Common Stock is
held by 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.

Dividends

Holders of shares of the common stock are entitled to receive dividends
payable when, if, 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. The holders
of the Series A 8 1/2% Preferred Stock are

46
<PAGE> 48

entitled to receive cumulative dividends prior to and in preference to the
holders of common stock at a fixed annual rate. 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 September 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 $55.5
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."

Right of First Refusal

The Company's Bylaws provide for a right of first refusal in favor of the
Company with respect to all of the Company's common stock except for the
Securities offered hereby, 1,700,000 shares of Common Stock held by Mark V.
Shoen, 575,000 shares of Common Stock trading on Nasdaq, and shares of common
stock now held or hereafter acquired by the ESOP Trust.

Transfer Agent

The transfer agent and registrar for the Securities is Chemical Trust
Company of California.

47
<PAGE> 49

UNDERWRITING

The Underwriters named below (the "Underwriters"), represented by
(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 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.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
--------------------------------------------------------------------------- ---------
<S> <C>

---------
Total............................................................ 500,000
=======
</TABLE>

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 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.

The Underwriters will purchase the common stock from the Selling
Stockholder at a price per share representing a discount of % of the public
offering price. In addition, the Selling Stockholder has agreed to pay the
Representative a nonaccountable expense allowance of % 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.

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 and

48
<PAGE> 50

for 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
incorporated herein by reference to the Company's Registration Statement No.
33-54289, filed with the Commission, have been so incorporated in reliance on
the report (which contains an explanatory paragraph relating to certain
litigation described in Notes 14 and 21 to the consolidated financial
statements) of Price Waterhouse LLP, independent accountants, given upon the
authority of said firm as experts in auditing and accounting.

49
<PAGE> 51

------------------------------------------------------
------------------------------------------------------

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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 5
The Company........................... 10
Capitalization........................ 11
Stockholder Matters................... 11
Selected Consolidated Financial
Data................................ 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 28
Principal Stockholders................ 41
Certain Provisions that May Limit
Changes in Control.................. 44
Certain Transactions.................. 44
Selling Security Holder............... 45
Description of Securities............. 46
Underwriting.......................... 48
Legal Opinions........................ 48
Experts............................... 49
</TABLE>

------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
500,000 SHARES

AMERCO

COMMON STOCK
------------------------

PROSPECTUS
------------------------
[UNDERWRITER]
, 1994
------------------------------------------------------
------------------------------------------------------
<PAGE> 52

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........................ $ 3,018
NASD Filing Fee............................................................
Printing and Engraving Expenses............................................
Listing Fees...............................................................
Legal Fees and Expenses....................................................
Accounting Fees and Expenses...............................................
Blue Sky Fees and Expenses.................................................
Transfer Agent Fees........................................................
Underwriters' Nonaccountable Expense Allowance +...........................
Other Expenses.............................................................
-------
Total Expenses................................................... $
=======
</TABLE>

- ---------------
* Estimated.

+ 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.

II-1
<PAGE> 53

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ ----------------------------------------------------------------------------------
<C> <S>
1 Proposed Form of Underwriting Agreement +
4(a) Restated Articles of Incorporation(1)
4(b) Form of Stock Certificate(2)
4(c) Bylaws +
5 Opinion re Legality +
23(a) Consent of Independent Accountants +
23(b) Consent of Lionel, Sawyer & Collins (included in Exhibit 5)
23(c) Consent of Snell & Wilmer +
24 Power of Attorney (included on signature page of Registration Statement)
28 Information from Reports Furnished to State Insurance Regulatory Authorities(3)
</TABLE>

- ---------------
+ To be filed by Amendment.

(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, file no. 0-7862.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-2 effective November 3, 1994, Registration No. 33-54289.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1994, file no. 0-7862.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) 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.

(2) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as a 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 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.

II-2
<PAGE> 54

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-3 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 30th 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes Edward J. Shoen, Gary B. Horton, Rocky D. Wardrip, and Gary V.
Klinefelter and each of them, as attorney-in-fact, to sign in his name and
behalf, individually and in each capacity designated below, and to file any
amendments, including post-effective amendments to this registration statement.

<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------- ------------------
<C> <S> <C>
/s/ EDWARD J. SHOEN President and Chairman of November 30, 1994
- ------------------------------------------- the Board (Principal
Edward J. Shoen executive officer

/s/ GARY B. HORTON Treasurer (Principal November 30, 1994
- ------------------------------------------- financial and accounting
Gary B. Horton officer)

/s/ MARK V. SHOEN Director November 30, 1994
- ------------------------------------------
Mark V. Shoen

/s/ JAMES P. SHOEN Director November 30, 1994
- ------------------------------------------
James P. Shoen

Director November , 1994
- ------------------------------------------
William E. Carty

Director November , 1994
- ------------------------------------------
John M. Dodds

/s/ CHARLES J. BAYER Director November 30, 1994
- ------------------------------------------
Charles J. Bayer

Director November , 1994
- ------------------------------------------
Richard J. Herrera

/s AUBREY K. JOHNSON Director November 30, 1994
- ------------------------------------------
Aubrey K. Johnson
</TABLE>

II-3
<PAGE> 55

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBERED
NUMBER TITLE PAGE
--------- ---------------------------------------------------------------- ----------
<C> <C> <S> <C>
1 -- Proposed Form of Underwriting Agreement +
4(a) -- Restated Articles of Incorporation(1)
4(b) -- Form of Stock Certificate(2)
4(c) -- Bylaws +
5 -- Opinion re Legality +
23(a) -- Consent of Independent Accountants +
23(b) -- Consent of Lionel, Sawyer & Collins (included in Exhibit 5)
23(c) -- Consent of Snell & Wilmer +
24 -- Power of Attorney (included on signature page of Registration
Statement)
28 -- Information from Reports Furnished to State Insurance Regulatory
Authorities(3)
</TABLE>

- ---------------
+ To be filed by Amendment.

(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, file no. 0-7862.

(2) Incorporated by reference to the Company's Registration Statement on Form
S-2 effective November 3, 1994, Registration No. 33-54289.

(3) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended March 31, 1994, file no. 0-7862.
<PAGE> 56

[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.]