<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMERCO
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
<PAGE> 2
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 3
PRELIMINARY COPY
AMERCO
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
NOTICE AND PROXY STATEMENT*
FOR THE COMBINED ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JANUARY 17, 1997
TO THE STOCKHOLDERS:
The Combined Annual Meeting of the Stockholders of AMERCO (the "Company")
will be held in the Challenger Room at the Airport Plaza Hotel, 1981 Terminal
Way, Reno, Nevada 89502, on Friday, January 17, 1997, at 2:00 p.m. (local time)
to (i) elect two Class IV Directors to serve until the 1998 Annual Meeting of
Stockholders; (ii) elect two Class I Directors to serve until the 1999 Annual
Meeting of Stockholders; (iii) elect two Class II Directors to serve until the
2000 Annual Meeting of Stockholders; (iv) amend the Restated Articles of
Incorporation (the "Articles") of the Company by removing the paragraph in
Article 6.A of the Articles which requires the approval of two-thirds of the
Company's stockholders for any amendments to Article 6.A of the Articles; (v)
ratify the decision of the Board of Directors to apply the U-Haul Drug Screening
Program to members of the Board of Directors (advisory vote only); and (vi)
consider and act upon any other business that may properly come before the
meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on November 20, 1996
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the meeting or any adjournment(s) thereof.
Copies of the Company's annual reports for the years ended March 31, 1994,
1995, and 1996 are enclosed, but are not deemed to be part of the official proxy
soliciting materials.
Your attention is directed to the accompanying proxy and proxy statement.
Subject to applicable law, if any other matters properly come before the
meeting, the person named in the enclosed proxy will vote thereon in accordance
with his judgment. The Company's management cordially invites you to attend the
meeting. In fairness to all stockholders, and in the interest of an orderly
meeting, we ask all stockholders attending the meeting to observe the
accompanying annual meeting procedures.
By order of the Board of Directors.
--------------------------------------
Gary V. Klinefelter
Secretary
STOCKHOLDERS ARE URGED TO SIGN, DATE, AND PROMPTLY MAIL THE PROXY CARD IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. YOUR PROMPT RESPONSE WILL BE APPRECIATED.
* Approximate date of mailing to stockholders: December 16, 1996.
<PAGE> 4
AMERCO
PROXY STATEMENT
COMBINED ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 17, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of AMERCO, a Nevada corporation (the
"Company"), for use at the Combined Annual Meeting of Stockholders to be held on
Friday, January 17, 1997 at 2:00 p.m. in the Challenger Room at the Airport
Plaza Hotel, 1981 Terminal Way, Reno, Nevada 89502 (the "Meeting"), and at any
adjournment or adjournments thereof. The Company has not held annual meetings of
stockholders for 1994, 1995, or 1996. The 1994 Annual Meeting of Stockholders
was delayed as a result of litigation initiated by Paul F. Shoen in July, 1994.
The 1994 Annual Meeting as well as the 1995 and 1996 Annual Meetings were
subsequently delayed by court order in connection with certain litigation
described in "Shoen Litigation." Effective October 1, 1996, the Company is no
longer subject to any restriction on its ability to hold annual meetings of
stockholders.
Only stockholders of record at the close of business on November 20, 1996
(the "Record Date") will be entitled to notice of and to vote at the Meeting. At
the close of business on the Record Date, the Company had outstanding 14,601,592
shares of its Common Stock, $0.25 par value, and 5,762,495 shares of its Series
A Common Stock, $0.25 par value (collectively, the "Common Stock").
One-third of the outstanding shares entitled to vote and to be represented
in person or by proxy at the Meeting will constitute a quorum for the conduct of
business. Abstentions and broker non-votes will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum but as unvoted for purposes of determining the approval of any matter
submitted to the stockholders for a vote.
Each stockholder is entitled to one vote per share of Common Stock for the
election of directors, the proposal to amend the Restated Articles of
Incorporation (the "Articles"), the advisory vote, and on all other matters that
may properly be brought before the Meeting. If the accompanying proxy is signed
and returned, the shares represented thereby will be voted in accordance with
any directions on the proxy. If a proxy does not specify how the shares
represented thereby are to be voted, it is intended that it will be voted for
the director nominees named herein and for the proposals set forth herein. Any
stockholder giving the enclosed form of proxy may revoke it at any time before
it is voted at the Meeting by filing with the Secretary of the Company a
document revoking the proxy or by submitting a proxy bearing a later date. The
revocation of the proxy will not affect any vote taken prior to such revocation.
This Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about December 16, 1996.
The solicitation of all proxies will be made primarily by mail and the cost
of such solicitation will be borne by the Company. The Company will reimburse
fiduciaries, nominees, and others for their out-of-pocket expenses in forwarding
proxy materials to beneficial owners. Proxies may be solicited by telephone,
telegraph, facsimile transmission, and in person by regular employees of the
Company.
Subject to applicable law, if any other matters properly come before the
Meeting, the person named in the enclosed proxy will vote thereon in accordance
with his judgment.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of eight directors. The Articles
provide for the division of the Board of Directors into four classes, designated
Class I, Class II, Class III, and Class IV. Subject to applicable law, each
class shall consist, as nearly as may be possible, of one-fourth of the total
number of directors constituting the entire Board of Directors. The term of each
directorship is four years and the terms of the four classes are staggered in a
manner so that in most cases only one class is elected by the stockholders
annually.
<PAGE> 5
At the Meeting, two Class IV directors will be elected to serve until the
1998 Annual Meeting of Stockholders; two Class I directors will be elected to
serve until the 1999 Annual Meeting of Stockholders; and two Class II directors
will be elected to serve until the 2000 Annual Meeting of Stockholders. It is
the intention of the individual named in the enclosed form of proxy to vote for
the six nominees named below unless instructed to the contrary. However, if any
nominee named herein becomes unavailable to serve at the time of election (which
is not anticipated), and, as a consequence, other nominees are designated, the
person named in the proxy or other substitutes shall have the discretion or
authority to vote or refrain from voting in accordance with his judgment with
respect to other nominees. The two Class IV, two Class I and two Class II
director nominees receiving the largest number of votes in favor of their
election will be elected as Class IV, Class I, and Class II directors,
respectively.
MANAGEMENT NOMINEES FOR ELECTION AS CLASS IV DIRECTORS
(To serve until the 1998 Annual Meeting)
Aubrey K. Johnson
Paul F. Shoen
AUBREY K. JOHNSON, 74, was a Director of the Company from 1987 until 1991.
Until his reelection to the Board in August 1993, he served as a consultant and
advisor to various organizations and individuals.
PAUL F. SHOEN, 40, has served as a Director of the Company from December
1986 to 1991 and as President of U-Haul International, Inc. ("U-Haul") from
February 1987 until April 1990. He served in various other operative and
executive positions with the Company from July 1972 until February 1987. On
February 9, 1995, Paul F. Shoen executed a settlement agreement with the Company
and others resolving all of his claims in the action in the United States
District Court for the District of Nevada entitled Paul F. Shoen v. AMERCO, et
al., No. CV-N-94-0475-ECR, instituted July 19, 1994 and in private arbitration
proceedings against the Company. As part of the settlement, the Company and each
member of the Company's Board of Directors agreed, among other things, to place
Paul F. Shoen on management's slate of directors for the 1994 Annual Meeting of
Stockholders which was originally delayed by judicial order at the request of
Paul F. Shoen and to support his election in the same manner and with the same
resources and materials as are used on behalf of the other candidates on the
management's slate. See "Shoen Litigation" for a description of another lawsuit
filed by Paul F. Shoen against the Company.
MANAGEMENT NOMINEES FOR ELECTION AS CLASS I DIRECTORS
(To serve until the 1999 Annual Meeting)
William E. Carty
Charles J. Bayer
WILLIAM E. CARTY, 69, has served as a Director of the Company since May
1987 and has been associated with the Company since 1946. He has served in
various executive positions in all areas of the Company. He served most recently
as Product Director. Mr. Carty retired from the Company in December 1987.
CHARLES J. BAYER, 56, has served as a Director of the Company since
September 1990 and has been associated with the Company since 1967. He has
served in various executive positions and has served as President of Amerco Real
Estate Company since September 1990.
MANAGEMENT NOMINEES FOR ELECTION AS CLASS II DIRECTORS
(To serve until the 2000 Annual Meeting)
Mark V. Shoen
Edward J. Shoen
MARK V. SHOEN, 45, has served as a Director of the Company since April
1990, a Director of U-Haul since June 1990, and as President of U-Haul from June
1990 to March 1991. He served as Executive Vice President of Product from
December 1990 until September 1994. From September 1994 to the present he has
served as President of U-Haul Phoenix Operations.
2
<PAGE> 6
EDWARD J. SHOEN, 47, has served as a Director and Chairman of the Board of
the Company since December 1986, as President since June 1987, as a Director of
U-Haul since June 1990, and as the President of U-Haul since March 1991. Mr.
Shoen has been associated with the Company since May 1971.
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
NAME TERM EXPIRES
--------------- ------------
<S> <C> <C>
Class III...................................... John M. Dodds 1997
Class III...................................... James P. Shoen 1997
</TABLE>
JOHN M. DODDS, 60, has served as a Director of the Company since September
1987 and Director of U-Haul since June 1990. Mr. Dodds has been associated with
the Company since 1963. He served in regional field operations until December
1986 and served in national field operations until May 1994. Mr. Dodds retired
from the Company in May 1994.
JAMES P. SHOEN, 37, has served as a Director of the Company since December
1986, Vice President of the Company since May 1989, and Director of U-Haul since
June 1990. Mr. Shoen has been associated with the Company since July 1976. He
has served from April 1990 to present as Executive Vice President of U-Haul.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of Directors of the Company met five, eight, and five times
during the fiscal years ended March 31, 1994, 1995, and 1996, respectively. No
director attended fewer than 75% of the meetings of the full Board of Directors
and of the committees on which he served in those years. The annual fee for all
services as a director of the Company is $26,400, which is paid in equal monthly
installments.
The Board of Directors has established an Audit Committee, a Compensation
Committee, and an Executive Finance Committee. The Company does not have a
Nominating Committee. The Audit Committee is charged with reviewing the
performance and independence of the Company's independent accounting firm. Its
members are William E. Carty and Aubrey K. Johnson. The Audit Committee met one
time during each of the fiscal years ended March 31, 1994, 1995, and 1996. The
Compensation Committee was established during fiscal 1995 and is comprised of
Charles J. Bayer, William E. Carty, and Aubrey K. Johnson. The Compensation
Committee has not met during the fiscal years ending March 31, 1995 and 1996.
The Executive Finance Committee is responsible for supervising the financial
affairs of the Company and has the authority to give final approval for the
borrowing of funds on behalf of the Company without further action or approval
of the Board of Directors. The Executive Finance Committee is comprised of
Edward J. Shoen, Aubrey K. Johnson, and Charles J. Bayer.
See "Security Ownership of Certain Beneficial owners and Management" (pages
4-6), "Certain Relationships and Related Transactions" (pages 14-16), and "Shoen
Litigation" (pages 16-19) for additional information relating to the directors
and director nominees.
3
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, the following table lists, as of
November 20, 1996, (i) the beneficial ownership of the Company's equity
securities of each director and director nominee of the Company, of each
executive officer named on page 7, and of all directors and executive officers
of the Company as a group, (ii) the beneficial ownership of Common Stock of
those persons who beneficially own more than five percent (5%) of Common Stock ;
and (iii) the beneficial ownership of each director and director nominee of the
Company, of each executive officer named on page 7, and of all directors and
executive officers of the Company as a group, of the percentage of net payments
received by such persons during the 1996 fiscal year in respect of fleet-owner
contracts issued by U-Haul.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE PERCENTAGE OF NET
COMMON STOCK OF FLEET OWNER
BENEFICIALLY COMMON STOCK CONTRACT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS PAYMENTS
- ------------------------------------------------ ------------ ------------ -----------------
<S> <C> <C> <C>
Edward J. Shoen................................. 16,166,292(1) 79.39 .009
Chairman of the
Board and President
2727 N. Central Ave.
Phoenix, AZ 85004
Mark V. Shoen................................... 16,166,292(1) 79.39 .011
Director
2727 N. Central Ave.
Phoenix, AZ 85004
James P. Shoen.................................. 16,166,292(1) 79.39 .021
Director and
Vice President
1325 Airmotive Way
Suite 100
Reno, NV 89502
Paul F. Shoen................................... 16,166,292(1) 79.39 .007
P.O. Box 524
Glenbrook, NV 89413
Sophia M. Shoen................................. 16,166,292(1) 79.39 .019
5104 N. 32nd Street
Phoenix, AZ 85018
Irrevocable Trust between....................... 16,166,292(1) 79.39 N/A
Edward J. Shoen and Oxford
Life Insurance Company, as
Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Mark V................ 16,166,292(1) 79.39 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between James P............... 16,166,292(1) 79.39 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Paul F................ 16,166,292(1) 79.39 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE PERCENTAGE OF NET
COMMON STOCK OF FLEET OWNER
BENEFICIALLY COMMON STOCK CONTRACT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS PAYMENTS
- ------------------------------------------------ ------------ ------------ -----------------
<S> <C> <C> <C>
Irrevocable Trust between Sophia M.............. 16,166,292(1) 79.39 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
ESOP Trust(2)................................... 16,166,292(1) 79.39 N/A
2727 N. Central Ave.
Phoenix, AZ 85004
John M. Dodds................................... 0 0 N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
William E. Carty................................ 0 0 .062
Director
2727 N. Central Ave.
Phoenix, Arizona 85004
Charles J. Bayer................................ 1,325 ** .004
Director
2727 N. Central Ave.
Phoenix, Arizona 85004
Richard J. Herrera.............................. 981 ** N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Aubrey K. Johnson............................... 0 0 N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Gary V. Klinefelter............................. 2,320 ** N/A
Secretary and General Counsel
2727 N. Central Ave.
Phoenix, AZ 85004
Harry B. DeShong, Jr............................ 1,772 ** N/A
Director of U-Haul
2727 N. Central Ave.
Phoenix, AZ 85004
Officers and Directors as a group............... 16,179,538(3) 79.45 .107
(16 persons)(3)(4)
</TABLE>
- ------------------
** The percentage of the referenced class beneficially owned is less than one
percent.
(1) This number includes beneficial ownership of shares attributed to a
stockholder agreement dated as of May 1, 1992, as amended (the "Stockholder
Agreement") and includes shares directly owned by Edward J. Shoen
(3,483,681); Mark V. Shoen (3,442,981); James P. Shoen (2,278,814); Paul F.
Shoen (2,188,558); Sophia M. Shoen (1,522,772); an Irrevocable Trust between
Mark V. Shoen and Oxford Life Insurance Company ("Oxford"), as Trustee
(527,604); an Irrevocable Trust between James P. Shoen and Oxford, as
Trustee (337,426); an Irrevocable Trust between Paul F. Shoen and Oxford, as
Trustee (71,976); an Irrevocable Trust between Sophia M. Shoen and Oxford,
as Trustee (108,891); an Irrevocable Trust between Edward J. Shoen and
Oxford, as Trustee (559,443); and the ESOP Trust (1,644,146) (collectively
the "Stockholder Group"). The shares listed as held by the ESOP Trust
include only the unallocated Common Stock and the Common Stock allocated to
the accounts of Edward J. Shoen (2,771.59), Mark V. Shoen (2,496.99), James
P. Shoen (2,465.92), Paul F. Shoen (779.33), and Sophia M. Shoen (196.87).
These shares are not included in the number of shares directly owned by
Edward J. Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen, and Sophia M.
Shoen, as referenced
5
<PAGE> 9
in the first sentence of this footnote 1. The Stockholder Agreement
restricts the disposition of shares of Common Stock to certain types of
permitted dispositions. James P. Shoen, whose address is listed above, is
the appointed attorney and authorized to vote the shares as agreed upon by
the stockholders holding a majority of the shares subject to the Stockholder
Agreement. As of the date of this Proxy Statement, 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 Common Stock that is subject to the Stockholder Agreement. The
Stockholder Agreement will expire on March 5, 1999 unless earlier terminated
(i) by the consent of stockholders holding more than 60% of the shares held
under the Stockholder Agreement, (ii) upon the effective date of certain
mergers or consolidations involving the Company, or (iii) at the respective
election of Paul F. Shoen or Sophia M. Shoen, upon the Company's failure to
effect the registration of securities upheld by them. Paul F. Shoen and
Sophia M. Shoen have informed the Company that they believe the Stockholder
Agreement has been terminated as a result of the Company's alleged failure
to effect in a timely manner the registration of Common Stock held by Sophia
M. Shoen in 1994. See footnote 2 below for information about the ESOP Trust
and the ESOP Trustee's ability to vote the Common Stock held in the ESOP
Trust.
(2) The complete name of the ESOP Trust is the ESOP Trust Fund for the AMERCO
Employee Savings and Employee Stock Ownership Trust. The ESOP Trustee, which
consists of three individuals without a past or present employment history
or business relationship with the Company, is appointed by the Company's
Board of Directors. Under the ESOP, each participant (or such participant's
beneficiary) in the ESOP directs 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, subject to the Stockholder Agreement. As of November 20, 1996,
of the 2,971,511 shares of Common Stock held by the ESOP Trust, 1,336,076,
shares were allocated to participants and 1,635,435 shares remained
unallocated. Of the 1,336,076 allocated shares, approximately 8,711 shares
are allocated to members of the Stockholder Group, which shares are voted in
accordance with the terms of the Stockholder Agreement. Further, 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 reduction in the number of common shares
subject to the Stockholder Agreement.
(3) The 16,179,538 shares include the shares beneficially owned by directors and
officers as a result of the Stockholder Agreement discussed in footnote 1
above. Beneficial ownership of the shares of current officers and directors,
without giving effect to the Stockholder Agreement discussed in footnote 1
is 9,218,722 shares, or approximately 45.27% of the outstanding shares of
Common Stock as of November 20, 1996.
(4) Edward J. Shoen, Mark V. Shoen, and William E. Carty beneficially own 12,600
shares (0.21%), 7,700 shares (0.13%), and 6,000 shares (0.10%) of the
Company's Series A 8 1/2% Preferred Stock, respectively. The executive
officers and directors as a group beneficially owned 27,872 shares (0.46%)
of the Company's Series A 8 1/2% Preferred Stock.
To the best of the Company's knowledge, there are no arrangements giving
any stockholder the right to acquire the beneficial ownership of any shares
owned by any other stockholder.
6
<PAGE> 10
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the annual compensation paid
to the Company's chief executive officer and the five other most highly
compensated executive officers of the Company during the last five fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
ALL OTHER
SALARY BONUS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2)
- ------------------------------------------------- ----- -------- ---------- ------------
<S> <C> <C> <C> <C>
Edward J. Shoen.................................. 1996 572,939 -- 8,231
Chairman of the Board 1995 282,937 -- 6,821
and President of AMERCO 1994 227,456 2,101,490 10,675
and U-Haul 1993 236,925 -- 8,045
1992 185,105 -- 2,471
Mark V. Shoen.................................... 1996 325,255 -- 8,231
Director of AMERCO 1995 310,053 -- 6,821
and U-Haul 1994 258,031 -- 9,586
1993 203,851 -- 7,166
1992 200,384 -- 2,654
James P. Shoen................................... 1996 240,251 -- 8,231
Vice President of AMERCO 1995 236,783 -- 6,821
and Director of AMERCO 1994 241,877 -- 9,227
and U-Haul 1993 203,851 -- 7,166
1992 211,543 -- 2,800
John M. Dodds(3)................................. 1996 36,400 -- --
Director of AMERCO 1995 64,370 -- --
and U-Haul 1994 215,533 49,344 10,201
1993 165,000 15,000 5,679
1992 196,141 109,450 2,930
Gary V. Klinefelter.............................. 1996 201,543 -- 8,231
Secretary and General Counsel 1995 206,312 54,000 6,821
of AMERCO and U-Haul 1994 210,005 50,000 10,448
1993 103,812 150,000 8,045
1992 104,889 1,467
Harry B. DeShong, Jr............................. 1996 170,116 -- 5,927
Director of U-Haul 1995 176,141 19,000 5,651
1994 159,588 -- 6,440
1993 128,248 -- 4,462
1992 136,154 -- 1,860
</TABLE>
- ---------------
(1) Includes annual fees paid to directors of the Company.
(2) Represents the value of Common Stock allocated under the AMERCO Employee
Savings, Profit Sharing and Employee Stock Ownership Plan.
(3) John M. Dodds retired from the Company in May 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committed consists of Charles J. Bayer, William E. Carty,
and Aubrey K. Johnson. Mr. Bayer is President of Amerco Real Estate Company, one
of the Company's subsidiaries. Mr. Carty served in various executive positions
in all areas of the Company until his retirement in 1987.
In May 1990, William E. Carty sold 40,684 shares of Common Stock to the
ESOP Trust at the then-appraised value of $10.00 per share. The ESOP Trust
purchased the shares for cash in the amount of $76,840 and a promissory note for
$330,000. The note is payable in six annual installments at an interest rate of
9.6%. Performance on the note is guaranteed by the Company.
7
<PAGE> 11
The Company funded the plans of reorganization filed by William E. Carty
and Aubrey K. Johnson under Chapter 11 of the federal bankruptcy laws as
discussed in "Shoen Litigation".
BOARD REPORT ON EXECUTIVE COMPENSATION
1994
The entire Board of Directors reviewed and determined the amount of
compensation paid to the Chairman of the Board and President for fiscal 1994.
The determination was subjective and not subject to a specific criteria.
Although the Board of Directors had primary authority with respect to
compensation decisions for the Company's other executive officers, the Chairman
of the Board and President made these decisions with the counsel of individual
Board members, subject to the ability of the full Board to revise or override
his decisions. The Chairman of the Board and President advised the Board that
the compensation levels for the Company's executive officers during fiscal year
1994 did not bear a specific relationship to the Company's performance. Rather,
executive compensation was set at levels designed to retain the Company's
executive officers and based on subjective factors such as his perception of
each officer's performance and changes in functional responsibility.
<TABLE>
<S> <C>
Charles J. Bayer Edward J. Shoen
William E. Carty James P. Shoen
John M. Dodds Mark V. Shoen
Richard J. Herrera Aubrey K. Johnson
</TABLE>
1995
While the Company established a Compensation Committee in fiscal 1995
consisting of Charles J. Bayer, William E. Carty, and Aubrey K. Johnson, the
entire Board of Directors reviewed and determined the amount of compensation
paid to the Chairman of the Board and President for fiscal 1995. The
determination was subjective and not subject to a specific criteria. Although
the Board of Directors had primary authority with respect to compensation
decisions for the Company's other executive officers during fiscal 1995, the
Chairman of the Board and President has historically made these decisions with
the counsel of individual Board members, subject to the ability of the full
Board to revise or override his decisions. The Chairman of the Board and
President has advised the Board that the compensation levels for the Company's
executive officers during fiscal year 1995 did not bear a specific relationship
to the Company's performance. Rather, executive compensation was set at levels
designed to retain the Company's executive officers and was based on subjective
factors such as his perception of each officer's performance and changes in
functional responsibility.
<TABLE>
<S> <C>
Charles J. Bayer Aubrey K. Johnson
William E. Carty
</TABLE>
1996
While the Company established a Compensation Committee in fiscal 1995, the
entire Board of Directors reviewed and determined the amount of compensation
paid to the Chairman of the Board and President for fiscal 1996. The
determination was subjective and not subject to a specific criteria. Although
the Board of Directors had primary authority with respect to compensation
decisions for the Company's other executive officers during fiscal 1996, the
Chairman of the Board and President has historically made these decisions with
the counsel of individual Board members, subject to the ability of the full
Board to revise or override his decisions. The Chairman of the Board and
President has advised the Board that the compensation levels for the Company's
executive officers during fiscal year 1996 did not bear a specific relationship
to the Company's performance. Rather, executive compensation was set at levels
designed to retain the Company's executive officers and was based on subjective
factors such as his perception of each officer's performance and changes in
functional responsibility.
Charles J. Bayer Aubrey K. Johnson
William E. Carty
8
<PAGE> 12
PERFORMANCE GRAPHS
1994
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period March 31, 1989 through March 31, 1994 with
the cumulative total return on the Dow Jones Equity Market Index and the Dow
Jones Transportation Average. The comparison assumes that $100 was invested on
March 31, 1989 in the Company's Common Stock and in each of the comparison
indices, and assumes reinvestment of dividends. Because no active trading market
existed for the Company's Common Stock as of March 31, 1994, the graph reflects
the annual Common Stock appraisal obtained in connection with the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership Plan.
<TABLE>
<CAPTION>
Measurement Period Dow Jones Trans- Dow Jones Equity
(Fiscal Year Covered) AMERCO portation Index Market Index
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 116.70 113.42 118.33
1991 108.59 108.37 135.69
1992 128.72 137.32 152.21
1993 186.60 158.11 176.55
1994 207.52 166.48 178.66
</TABLE>
9
<PAGE> 13
1995
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period March 31, 1990 through March 31, 1995 with
the cumulative total return on the Dow Jones Composite Average and the Dow Jones
Transportation Average. The comparison assumes that $100 was invested on March
31, 1990 in the Company's Common Stock and in each of the comparison indices.
Because no active trading market for the Company's Common Stock existed prior to
November 1994, the graph reflects the annual Common Stock appraisals obtained in
connection with the AMERCO Employee Savings, Profit Sharing and Employee Stock
Ownership Plan for 1990 through 1994 and the closing price of the Common Stock
trading on Nasdaq on March 31, 1995.
<TABLE>
<CAPTION>
Measurement Period Dow Jones Trans- Dow Jones Com-
(Fiscal Year Covered) AMERCO portation Index posite Average
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 92.00 93.78 102.26
1992 108.00 116.96 114.79
1993 155.00 132.71 126.40
1994 170.00 138.21 128.23
1995 213.75 138.25 137.19
</TABLE>
10
<PAGE> 14
1996
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period March 31, 1991 through March 31, 1996 with
the cumulative total return on the Dow Jones Composite Average and the Dow Jones
Transportation Average. The comparison assumes that $100 was invested on March
31, 1991 in the Company's Common Stock and in each of the comparison indices.
Because no active trading market for the Company's Common Stock existed prior to
November 1994, the graph reflects the annual Common Stock appraisals obtained in
connection with the AMERCO Employee Savings, Profit Sharing and Employee Stock
Ownership Plan for 1991 through 1994 and the closing price of the Common Stock
trading on Nasdaq on March 31, 1995 and 1996.
<TABLE>
<CAPTION>
Measurement Period Dow Jones Trans- Dow Jones Com-
(Fiscal Year Covered) AMERCO portation Index posite Average
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 117.39 112.25 124.72
1993 168.48 123.60 141.51
1994 184.78 125.39 147.38
1995 232.34 134.15 147.43
1996 263.59 175.28 193.97
</TABLE>
11
<PAGE> 15
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive officers as of November 20, 1996 were:
<TABLE>
<CAPTION>
NAME AGE OFFICE
------------------------------------- --- -------------------------------------
<S> <C> <C>
Edward J. Shoen...................... 47 Chairman of the Board, President, and
Director Nominee
Mark V. Shoen........................ 45 Director and Director Nominee
James P. Shoen....................... 37 Director and Vice President
William E. Carty..................... 69 Director and Director Nominee
John M. Dodds........................ 60 Director
Aubrey K. Johnson.................... 74 Director and Director Nominee
Charles J. Bayer..................... 56 Director and Director Nominee
Gary B. Horton....................... 53 Treasurer
Gary V. Klinefelter.................. 48 Secretary and General Counsel
John A. Lorentz...................... 69 Assistant Secretary
Rocky D. Wardrip..................... 39 Assistant Treasurer
Harry B. DeShong, Jr................. 47 Director of U-Haul
John C. Taylor....................... 38 Director of U-Haul
Donald W. Murney..................... 35 Treasurer of U-Haul
George R. Olds....................... 54 Assistant Secretary
</TABLE>
See "Proposal 1 -- Election of Directors" on pages 1-3 above for
information regarding Edward J. Shoen, Paul F. Shoen, Mark V. Shoen, William E.
Carty, Aubrey K. Johnson, Charles Bayer, James P. Shoen, and John M. Dodds.
Gary B. Horton has served as Treasurer since 1982. His previous positions
include Treasurer of U-Haul. He has been associated with the Company since
October 1969. In November, 1995, Mr. Horton was involved in a traffic accident
that resulted in a fatality. As a result of the accident, Mr. Horton pled
guilty to aggravated assault. On December 6, 1996, Mr. Horton was given a
suspended sentence and placed on three years probation. The Company does not
believe the terms of Mr. Horton's probation will interfere in any way with his
ability to perform his duties for the Company.
Gary V. Klinefelter, Secretary of the Company since July 1988 and Secretary
of U-Haul since June 1990, is licensed as an attorney in Arizona and has served
as General Counsel of the Company since June 1988.
John A. Lorentz, Assistant Secretary of the Company since July 1988 and
Assistant Secretary of U-Haul since June 1990, is licensed as an attorney in
Oregon and has been associated with the Company since September 1953. His
previous positions include Secretary of the Company and U-Haul.
Rocky D. Wardrip, Assistant Treasurer of the Company since September 1990,
has been associated with the Company since 1978 in various capacities within
accounting and treasury operations.
Harry B. DeShong, Jr., Director of U-Haul since May 1992, has been
associated with the Company since June 1964. He has served as Executive Vice
President of U-Haul since November 1988. Mr. DeShong previously held a number of
responsible positions in the Company's field management organization, including
eight years as a U-Haul Marketing Company President.
John C. Taylor, Director of U-Haul since June 1990, has been associated
with the Company since 1981. He is presently an Executive Vice President of
U-Haul.
Donald W. Murney, has been Treasurer of U-Haul since June 1990. He was
previously employed as the Senior Vice President and Chief Financial Officer of
Coury Financial Services.
George R. Olds, Assistant Secretary of the Company and U-Haul since
February 1993, has been associated with the Company since 1975 as a member of
the U-Haul legal department specializing in taxation.
Edward J. Mark V., James P., and Paul F. Shoen are brothers.
William E. Carty is the uncle of Edward J., Mark V., and Paul F. Shoen.
On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds, and William E. Carty filed for protection under Chapter 11 of the
federal bankruptcy laws in connection with certain litigation as more fully
described in "Shoen Litigation."
12
<PAGE> 16
PROPOSAL TO AMEND THE RESTATED
ARTICLES OF INCORPORATION
PROPOSAL:
To amend Article 6.A of the Articles by deleting the following paragraph:
This Article 6.A may be amended only by the affirmative vote of
two-thirds of all of the outstanding shares of common stock of the
Corporation entitled to vote, which vote must be by ballot at a duly
constituted meeting of the stockholders, the notice of which meeting
must include the proposed amendment.
Article 6.A of the Articles, which is attached hereto as Exhibit A,
currently provides that the provisions of Article 6.A shall not be amended
without the affirmative vote of two-thirds of all the outstanding shares of
Common Stock of the Company entitled to vote. The Board of Directors is
proposing that Article 6.A of the Articles be amended to remove this requirement
and permit amendments to Article 6.A by the affirmative vote of the holders of
majority of the Company's Common Stock.
Under Nevada law, in the absence of a provision to the contrary in the
articles of incorporation or by-laws of a corporation, the affirmative vote of a
majority of outstanding stock entitled to vote thereon is required to amend
articles of incorporation. The Board of Directors believes that it is
appropriate for the Company to follow this general rule in Nevada. If the
proposal is approved, the stockholders will have greater flexibility in the
future to amend Article 6.A of the Articles should such an amendment be
advantageous. For example, the stockholders may desire to amend the classified
board provisions contained in Article 6.A to facilitate the listing of the
Company's Common Stock on the New York Stock Exchange, which currently prohibits
the listing of common stock of companies with a board of directors divided into
more than three classes. If this proposal is approved, stockholders holding
shares in the Company entitling them to exercise at least a majority of the
voting power will be able to amend Article 6.A in the future should such a vote
come before the stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
Pursuant to Article 6.A of the Articles, approval of this proposal requires
the affirmative vote of the holders of two-thirds of the outstanding Common
Stock.
ADVISORY VOTE ON DRUG SCREENING PROGRAM FOR DIRECTORS
PROPOSAL:
To ratify the decision of the Board of Directors to apply the U-Haul Drug
Screening Program to members of the Board of Directors.
On November 5, 1996, the Board of Directors of the Company passed the
following resolutions:
WHEREAS, the subsidiaries of AMERCO have a clear, comprehensive and
unequivocal policy for dealing with illegal drugs and alcohol in the work
environment as reflected in U-Haul Policy Bulletin No. 880, reprinted March 29,
1993, be it therefore
RESOLVED, that U-Haul Policy Bulletin No. 880 shall apply to each and every
member of the AMERCO Board of Directors, and
FURTHER RESOLVED, that before any person shall become a member of the Board
of Directors, a part of the postelection qualification process shall include the
completion of the U-Haul Drug Screening Program, and
FURTHER RESOLVED, that the failure to complete the U-Haul Drug Screening
Program or a positive result on the drug test, (i.e. drugs are detected) shall
mean that the individual does not qualify to be on the Board, and
13
<PAGE> 17
FURTHER RESOLVED, that should a person be elected to the Board and not
qualify to serve on the Board, as a result of the above-mentioned testing or for
any other reason, the Board will elect a replacement for that person pursuant to
Article III, Section 2 of the Restated By-Laws of AMERCO, and
FURTHER RESOLVED, that this resolution and U-Haul Policy Bulletin No. 880
shall be included in, and made a part of the AMERCO Board of Directors Handbook.
The Board considers it to be in the best interest of the Company and its
stockholders to apply the U-Haul Drug Screening Program (the "Program") to its
directors. The Board believes that its members should be subject to the same
drug testing and screening as the Company's employees. The Board has authority
under Nevada law to take this action, and in exercising its authority, the Board
acted in what it believed to be the best interest of the Company and its
stockholders.
There is no requirement under Nevada law or under the Articles or By-Laws
of the Company that the Program or its application to directors be approved or
ratified by stockholders. However, the Board of Directors believes that this
matter is of such importance to stockholders that it has directed that an
advisory vote of stockholders be obtained on this proposal.
It should be noted by stockholders that the vote on this matter is
advisory. Since the vote on this matter will merely be advisory to the Board of
Directors, it has no effect on the application of the Program to directors and
does not require the Board of Directors to take any action with respect to the
Program. In the event the holders of the majority of outstanding shares of
Common Stock of the Company vote against the Program, the Board of Directors
will consider taking action with respect to the Program, including the amendment
of the Program as applied to directors. However, there can be no assurance that
the Board of Directors will take any action with respect to the Program. U-Haul
Policy Bulletin No. 880 is attached hereto as Exhibit B.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS ADVISORY PROPOSAL.
Approval of this advisory proposal requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock present for this
advisory proposal at the Meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company funded the plans of reorganization filed by Edward J. Shoen,
James P. Shoen, William E. Carty, Aubrey K. Johnson, and John M. Dodds under
Chapter 11 of the federal bankruptcy laws as more fully described in "Shoen
Litigation."
On May 31, 1995, the Company purchased 45,000 shares of the Company's
Common Stock from Paul F. Shoen, a major stockholder and Director Nominee of the
Company, for $996,000 or $22.125 per share. The transaction was effected on
Nasdaq.
Pursuant to a Management Consulting Agreement, dated as of May 1, 1992,
Sophia M. Shoen agreed to provide environmental and other consulting services to
the Company. In consideration for these services, the Company agreed to pay
Sophia M. Shoen a yearly fee of $100,000. The Management Consulting Agreement
terminated May 1, 1995. Sophia M. Shoen is a major stockholder of the Company
and is the sister of Edward J., Mark V., and James P. Shoen, who are major
stockholders and directors of the Company.
During fiscal 1996, a tow dolly fleet owned by SAMLO, whose partners
include L.S., Samuel W., Michael L., Mark V., Jacqueline Y., Paul F., James P.,
Sophia M., Bente B., and Esben L.B. Shoen, Theresa M. Romero, Katrina M.
Carlson, and Asia A. and Maxwell L. Eaton, generated net operating revenues of
$35,000. Mark V. and James P. Shoen are major stockholders and directors of the
Company. L.S., Samuel W., Paul F., Sophia M., and Michael L. Shoen, Theresa M.
Romero, and Katrina M. Carlson are or were major stockholders of the Company
during fiscal 1996.
During fiscal year 1996, U-Haul purchased $3,122,000 of printing from Form
Builders, Inc. Edward J. Shoen is an officer of Form Builders, Inc. and Mark V.
Shoen and his minor child are major stockholders of Form Builders, Inc.
14
<PAGE> 18
During fiscal year 1996, U-Haul purchased $1,558,000 of computer hardware
from Computer Universe. James P. Shoen's family trust was a stockholder of
Computer Universe until June 1, 1996. Pursuant to the conflict of interest
policy of the Company, outside legal counsel evaluated the Computer Universe
transaction and determined that it was fair to the Company.
During fiscal 1996, a subsidiary of the Company received principal payments
of $1,214,000, interest payments of $5,905,000 and management fees of $943,000
from SAC Self-Storage Corporation (SAC). Mark V. Shoen, a major stockholder,
director and officer of the Company owned all of the issued and outstanding
voting common stock of SAC. SAC Non-Business Trust held the nonvoting common
stock. During fiscal 1995, a subsidiary of the Company made a loan to SAC in the
total principal amount of $54,671,000 for the purchase of 44 self-storage
properties by SAC. Of the 44 SAC properties, SAC acquired 24 from the Company or
its subsidiaries at a purchase price equal to the Company's acquisition cost
plus capitalized costs. Such properties are currently being managed by the
Company pursuant to a management agreement under which the Company receives a
management fee equal to 6% of the gross receipts from the properties. The
management fee percentage is consistent with the fee received by the Company for
other properties managed by the Company. The SAC loan consisted of a senior note
and a junior note with outstanding balances at March 31, 1996 of $44,286,000 and
$9,170,000, respectively, bearing interest rates of 8.25% and 13.0%,
respectively. The largest aggregate amount outstanding during the fiscal year
ended March 31, 1996 was $54,671,000.
During fiscal 1996, a subsidiary of the Company received principal payments
of $591,000, interest payments of $2,546,000 and management fees of $170,000
from TWO SAC Self-Storage Corporation (TWO SAC). Mark V. Shoen, a major
stockholder, director and officer of the Company owned all of the issued and
outstanding voting common stock of TWO SAC. SAC Non-Business Trust held the
non-voting common stock. During fiscal 1996 and 1995, a subsidiary of the
Company funded a loan to TWO SAC in the total principal amount of $51,168,000
for the purchase of 38 self-storage properties. Of the 38 TWO SAC properties,
TWO SAC acquired 27 from the Company or its subsidiaries at a purchase price
equal to the Company's acquisition cost plus capitalized costs. Such properties
are currently managed by the Company pursuant to a management agreement under
which the Company receives a management fee equal to 6% of the gross receipts
from the properties. The management fee percentage is consistent with the fee
received by the Company for other properties managed by the Company. The TWO SAC
Loan consisted of a senior note and a junior note with outstanding balances at
March 31, 1996 of $43,532,000 and $7,637,000, respectively, bearing interest
rates of 8.25% and 13.0%, respectively. The largest aggregate amount outstanding
during the year was $51,168,000.
On March 5, 1996, SAC and TWO SAC merged to form a new corporation, THREE
SAC Self-Storage Corporation (THREE SAC). THREE SAC's voting common stock is
owned by SAC Holding Corporation ("SAC Holding") and the non-voting preferred
stock is owned by SAC Non-Business Trust. The voting common stock of SAC Holding
is held by Mark V. Shoen, a major stockholder, director and officer of the
Company. On June 26, 1996, the SAC senior note and the TWO SAC senior note were
reconstituted into one senior note payable by THREE SAC in the principal amount
of $86,000,000. On the same date, this note was sold to a third party. Also on
June 26, 1996, the SAC junior note and the TWO SAC junior note were
reconstituted into one junior note payable by THREE SAC in the principal amount
of $16,672,900. During the six months ended September 30, 1996, a subsidiary of
the Company received principal payments of $435,992, interest payments of
$3,699,336 and management fees of $837,361 from THREE SAC.
The SAC Non-Business Trust dated as of May 24, 1995 with IBJ Schroder Bank
& Trust Company as Trustee, owns all of the issued and outstanding nonvoting
preferred stock of THREE SAC. THREE SAC is capitalized with a contribution of
184,000 shares of the Company's Common Stock held by Mark V. Shoen. THREE SAC
has indicated to the Company that it intends, after reserving sufficient funds
for expenses and other reasonable amounts, to distribute any remaining THREE SAC
funds to the SAC Non-Business Trust. The SAC Non-Business Trust is required to
distribute funds to its beneficiary, which must be a non-profit entity
benefiting the college age children of the Company's employees. At present, the
beneficiary is the U-Haul Scholarship Foundation, which exists to award
scholarships to the children of the Company's
15
<PAGE> 19
qualifying employees. All scholarships will be awarded on behalf of the U-Haul
Scholarship Foundation by an independent panel of educators.
A subsidiary of the Company has funded the purchase of twenty properties by
FOUR SAC Self-Storage Corporation (FOUR SAC) for $25,615,576. FOUR SAC is owned
by SAC Holding. The voting common stock of SAC Holding is held by Mark V. Shoen,
a major stockholder, director, and officer of the Company. FOUR SAC acquired
three properties indirectly from a subsidiary of the Company through either SAC
or TWO SAC at a purchase price equal to the Company's acquisition cost plus
capitalized costs. Such properties are currently managed by the Company pursuant
to management agreement under which the Company receives management fee equal to
6% of the gross receipts from the properties. The management fee percentage is
consistent with the fee received by the Company for other properties managed by
the Company.
In May 1990, William E. Carty sold 40,684 shares of Common Stock to the
ESOP Trust at the then-appraised value of $10.00 per share. The ESOP Trust
purchased the shares for cash in the amount of $76,840 and promissory note for
$330,000. The note is payable in six annual installments at an interest rate of
9.6%. Performance on the note is guaranteed by the Company. William E. Carty is
director of the Company.
See "Shoen Litigation" for additional transactions between the Company and
its affiliates.
Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
SHOEN LITIGATION
A judgment was entered on February 21, 1995, in an action in the Superior
Court of the State of Arizona, Maricopa County, entitled Samuel W. Shoen, M.D.,
et al. v. Edward J. Shoen, et al., No. CV88-20139, instituted August 2, 1988
(the "Shoen Litigation") against Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty, who are current members of the
Board of Directors of the Company and against Paul F. Shoen, who is a former
Director and a Director-Nominee. The Company was also a defendant in the action
as originally filed, but was dismissed from the action on August 15, 1994. The
plaintiffs 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 Common Stock to certain key employees.
That sale allegedly prevented the plaintiffs from gaining a majority position in
the Company's Common 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,
punitive damages, and statutory post judgment interest.
Based on the plaintiffs' theory of damages, the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer their shares of
stock in the Company to the defendants upon the satisfaction of the judgment.
The judgment was entered against the defendants in the amount of approximately
$461.8 million plus interest and taxable costs. In addition, on February 21,
1995, judgment was entered against Edward J. Shoen in the amount of $7 million
as punitive damages. On March 23, 1995, Edward J. Shoen filed a notice of appeal
with respect to the award of punitive damages.
Pursuant to separate indemnification agreements, the Company has agreed to
indemnify the defendants to the fullest extent permitted by law or the Articles
or By-Laws, for all expenses and damages incurred by the defendants in this
proceeding, subject to certain exceptions. In addition, the transfer of Common
Stock from the plaintiffs to the defendants implicated rights held by the
Company. For example, pursuant to the Company's By-Laws, the Company had certain
rights of first refusal with respect to the transfer of the plaintiffs' stock.
Furthermore, the defendants' rights to acquire the plaintiffs' stock may have
presented a corporate opportunity which the Company would be entitled to
exercise.
On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds, and William E. Carty (the "Director-Defendants") filed for
protection under Chapter 11 of the federal bankruptcy
16
<PAGE> 20
laws, resulting in the issuance of an order automatically staying the execution
of the judgment against those defendants. In late April 1995, the
Director-Defendants, in cooperation with the Company, filed plans of
reorganization in the United States Bankruptcy Court for the District of
Arizona, all of which proposed the same funding and treatment of the plaintiffs'
claims resulting from the judgment in the Shoen Litigation. The plans of
reorganization, as amended and restated on February 29, 1996, were confirmed by
the bankruptcy court on March 15, 1996. The plans, as confirmed, shall
collectively be referred to as the "Plan."
On April 25, 1995, the Director-Defendants filed an action in the
bankruptcy court seeking injunctive relief to prevent the Company from
conducting its annual meetings of stockholders until confirmation of the Plan
and/or to prevent the plaintiffs from voting the common stock that they would be
required to transfer pursuant to the Shoen Litigation. On June 8, 1995, the
bankruptcy court issued a memorandum decision and an order enjoining the Company
from holding its 1994 Annual Meeting of Stockholders (which was originally
delayed as a result of litigation initiated by Paul F. Shoen) or any subsequent
annual meeting of stockholders until the court enters an order confirming or
denying confirmation of the Plan or until further order of the court. On June
21, 1996, the bankruptcy court issued an order enjoining the annual meetings
until consummation of the Plan. The Plan was consummated on October 1, 1996.
In early October 1995, the Director-Defendants made written demand upon the
Company to make them whole for losses resulting from the judgment in the Shoen
Litigation. The Director-Defendants also asserted substantial claims against the
Company related to or arising from the Shoen Litigation, including, but not
limited to, claims for financial losses, emotional distress, loss of business
and/or professional reputation, loss of credit standing and breach of contract.
The Director-Defendants claimed that their actions that form the basis for the
judgment in the Shoen Litigation were actions within the scope of the
Director-Defendants' duties and that such actions were undertaken in good faith
and for the benefit of the Company.
In addition, the Director-Defendants had retained unexpired appeal rights
with respect to the Shoen Litigation. If the Director-Defendants exercised such
appeal rights, the damage award may have increased and the Company may have been
exposed to increased liability to the Director-Defendants under existing
indemnity agreements.
In recognition of the foregoing and of the substantial risks associated
with an appeal of the Shoen Litigation, on October 17, 1995 the Company entered
into an agreement (the "Agreement") with the Director-Defendants resolving the
foregoing issues. Under the Agreement, the Company agreed, among other things,
to fund the Plan and to release the Director-Defendants from all claims the
Company may have against them arising from the Shoen Litigation. In addition,
the Director-Defendants agreed (i) to release, subject to certain exceptions,
the Company from any claim they may have against it pursuant to any
indemnification agreements, (ii) to assign all rights they have under the Shoen
Litigation to the Company, (iii) to waive all appeal rights related to the Shoen
Litigation (not including Edward J. Shoen's appeal of the punitive damage
award), and (iv) not to oppose the Company should it elect to exercise its right
of first refusal on any Common Stock to be transferred by the plaintiffs upon
satisfaction of the judgment in the Shoen Litigation.
On September 19, 1995, the Director-Defendants entered into a Stock
Purchase Agreement with one of the plaintiffs in the Shoen Litigation, Maran,
Inc., a Nevada corporation ("Maran"). All of Maran's voting stock was held by
Mary Anna Shoen Eaton ("Shoen Eaton"), who was also a plaintiff in the Shoen
Litigation. Under the Stock Purchase Agreement, the Director-Defendants agreed
to purchase 3,343,076 shares of Common Stock held by Maran in exchange for
approximately $22.7 million. The Stock Purchase Agreement was approved by the
bankruptcy court on October 10, 1995. On October 18, 1995, the Company exercised
its right of first refusal and repurchased the Common Stock that was the subject
of the Stock Purchase Agreement for the price set forth therein. In addition, on
September 19, 1995, the Director-Defendants, Shoen Eaton, Maran, and the Company
entered into a Settlement Agreement, providing for the payment to Shoen Eaton of
approximately $41.4 million in exchange for a full release of all claims against
the Company and the Director-Defendants, including all claims asserted by her in
the Shoen Litigation. The Settlement Agreement was approved by the bankruptcy
court on October 10, 1995, and the payment was made on October 18, 1995. As a
result of the foregoing, and after giving effect to the discount achieved
through settlement, approximately $84.6 million of the judgment in the Shoen
Litigation was satisfied.
17
<PAGE> 21
On December 18, 1995, the Company reimbursed Paul F. Shoen $1,500,000 for a
payment made to the plaintiffs in partial satisfaction of the judgment in the
Shoen Litigation.
Pursuant to the judgment in the Shoen Litigation, on January 30, 1996, the
Company acquired 833,420 shares of Common Stock held by L.S.S., Inc. ("L.S.S.")
in exchange for approximately $5.7 million and paid damages to L.S. Shoen of
approximately $15.4 million. The Company also funded a total of approximately
$2.1 million of statutory post-judgment interest on the above amounts. In
addition, on February 7, 1996, the Company acquired 1,651,644 shares of Common
Stock held by Thermar, Inc. ("Thermar") by paying Thermar approximately $41.8
million, including damages of approximately $30.6 million. The Company also paid
to Thermar approximately $4.1 million of statutory post-judgment interest on
such amount. On July 19, 1996, the Company paid Cemar, Inc. ("Cemar")
approximately $15.9 million to repurchase 2,331,984 shares of Common Stock held
by Cemar. On the same date, the Company paid damages of approximately $43.1
million and statutory post-judgment, pre-petition date interest of $129,000 to
Cecilia M. Hanlon. On August 6, 1996, the Company funded approximately $8.3
million of post-petition date interest by depositing such amount into an escrow
account (the "Escrow Account") pending the outcome of a dispute involving the
entitlement of the plaintiffs in the Shoen Litigation to post-petition date
interest (discussed below). Thereafter, the Common Stock held by Cemar was
transferred into the Company treasury. In addition, on September 6, 1996, the
Company paid Katabasis International, Inc. ("Katabasis") approximately $27.5
million to repurchase 4,041,924 shares of Common Stock held by Katabasis. On the
same date, the Company paid damages of approximately $74.8 million and statutory
post-judgment, pre-petition date interest of $224,000 to Samuel W. Shoen. The
Company also funded approximately $15.7 million of post-petition date interest
into the Escrow Account. On September 20, 1996, the Company paid Kattydid, Inc.
("Kattydid") approximately $8.7 million to repurchase 1,282,248 shares of Common
Stock held by Kattydid and paid Katrina (Shoen) Carlson approximately $5.0
million to repurchase 734,376 shares of Common Stock held by her. On the same
date, the Company paid damages of approximately $37.3 million and statutory
post-judgment, pre-petition date interest of $112,000 to Katrina Shoen Carlson.
The Company also funded approximately $8.0 million of post-petition date
interest into the Escrow Account. Finally, on October 1, 1996, the Company paid
MICKL, Inc. ("MICKL") approximately $27.4 million to repurchase 4,035,924 shares
of Common Stock held by MICKL and paid Michael L. Shoen $3,000 to repurchase 380
shares of Common Stock held by him. On the same date, the Company paid damages
of approximately $73.2 million and statutory post-judgment, pre-petition date
interest of $224,000 to Michael L. Shoen. The Company also funded approximately
$16.2 million of post-petition date interest into the Escrow Account. As a
result of the foregoing transactions, the balance of the judgment in the Shoen
Litigation was satisfied in full. On October 1, 1996, the Director-Defendants
emerged from bankruptcy upon the filing of notice with the bankruptcy court that
the effective date of the Plan had occurred and that the Plan had been performed
and is substantially consummated.
As of the date hereof, an issue remains regarding whether or not the
plaintiffs are entitled to statutory post-judgment interest at the rate of ten
percent (10%) per year from February 21, 1995 (the date the Director-Defendants
filed for protection under Chapter 11) until the judgment was satisfied. On July
19, 1996, the bankruptcy court ruled that the plaintiffs are entitled to such
interest. The Director-Defendants and the Company have appealed the court's
decision. As discussed above, the Company has deposited approximately $48.2
million into the Escrow Account to secure payment of the disputed interest,
pending the final resolution of this issue (including all appeals by either
side). If the interest issue is decided adversely to the Company and the
Director-Defendants, the amount deposited into the Escrow Account will be
transferred to the plaintiffs. The ultimate outcome of this issue will not have
the effect of increasing or decreasing the Company's net income, but could
reduce stockholders' equity.
In addition, L.S. Shoen, one of the plaintiffs in the Shoen Litigation,
entered into a Settlement, Mutual Release of All Claims and Confidentiality
Agreement, dated as of October 15, 1996 (the "Settlement Agreement") with the
Company resolving the lawsuit in the District Court of Clark County, Nevada
entitled L.S. Shoen v. AMERCO, Case No. A277938, instituted June 7, 1989. The
settlement resolves a long-standing dispute between the Company and L.S. Shoen
regarding L.S. Shoen's entitlement to compensation pursuant
18
<PAGE> 22
to an alleged lifetime employment contract. Pursuant to the Settlement
Agreement, the Company paid L.S. Shoen $15.0 million.
On September 7, 1995, Paul F. Shoen, a major stockholder of the Company and
Director-Nominee, filed a complaint in the Ninth Judicial District Court of the
State of Nevada, Douglas County, entitled Paul F. Shoen v. AMERCO, Case No.
95-CV-0227. The complaint alleges that by failing to advance his expenses,
including attorneys' fees and other charges, incurred by him in the Shoen
Litigation and in the Director-Defendants' bankruptcy proceedings, the Company
breached his indemnification agreement with the Company. Mr. Shoen alleges that
the Company has caused damages of no less than $297,183 as of September 7, 1995,
and seeks additional amounts to be alleged at trial. The Company has denied the
allegations and believes it has valid defenses against his claims. Paul F. Shoen
filed a motion for partial summary judgment on November 15, 1995, and the
Company filed an opposition and cross-motion for partial summary judgment on
December 11, 1995. This matter was heard on November 12, 1996, and the court has
taken the matter under advisement.
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements as of March 31,
1997, and for the year then ending will be examined by Price Waterhouse LLP,
independent certified public accountants. Representatives of Price Waterhouse
LLP will not be present at the Meeting.
SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors, and owners of ten percent or more of the Company's Common
Stock to file ownership reports with the Securities and Exchange Commission.
Based upon the Company's non-receipt of Section 16 reports required to be
furnished to the Company, the persons and corporations listed below have failed
to file reports required by Section 16(a) for the fiscal year ended March 31,
1996:
<TABLE>
<S> <C>
L.S. Shoen Cecilia M. Hanlon
L.S.S. Inc. Cemar, Inc.
Michael L. Shoen Katrina M. Carlson
Mickl Inc. Kattydid, Inc.
Samuel W. Shoen Mary Anna Shoen-Eaton
Katabasis International, Inc. Maran, Inc.
Theresa M. Romero Paul F. Shoen
Thermar, Inc. Sophia M. Shoen
</TABLE>
To the best of the Company's knowledge, based solely on a review of copies
of Section 16 reports it has received, all filings required of the Company's
officers and directors are current and in compliance with the Securities
Exchange Act of 1934.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy relating to the 1997
Annual Meeting of Stockholders, a proposal intended for presentation at that
meeting must be submitted in accordance with the applicable rules of the
Securities and Exchange Commission and received by the Secretary of AMERCO, c/o
U-Haul International, Inc., 2721 North Central Avenue, Phoenix, Arizona 85004,
on or before March 31, 1997. Proposals to be presented at the 1997 Annual
Meeting of Stockholders that are not intended for inclusion in the proxy
statement and form of proxy must be submitted in accordance with the applicable
provisions of the Company's By-Laws, a copy of which is available upon written
request, delivered to the Secretary of AMERCO at the address in the preceding
sentence. The Company suggests that proponents submit their proposals to the
Secretary of AMERCO by Certified Mail-Return Receipt Requested.
19
<PAGE> 23
OTHER MATTERS
Copies of the Company's Annual Reports for the fiscal year ended March 31,
1994, 1995, and 1996 are enclosed with this Proxy Statement. The Annual Reports
are not to be regarded as proxy solicitation material.
THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER OF RECORD ON THE RECORD DATE,
WITHOUT CHARGE, COPIES OF ITS ANNUAL REPORTS ON FORM 10-K FOR THE FISCAL YEARS
ENDED MARCH 31, 1994, 1995, AND 1996, INCLUDING THE REQUIRED FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES. WRITTEN REQUESTS FOR THIS
INFORMATION SHOULD BE DIRECTED TO: MANAGER, FINANCIAL REPORTING, U-HAUL
INTERNATIONAL, INC., P.O. BOX 21502, PHOENIX, ARIZONA 85036-1502.
20
<PAGE> 24
AMERCO(@) COMBINED ANNUAL MEETING OF STOCKHOLDERS
January 17, 1997
Reno, Nevada
ANNUAL MEETING PROCEDURES
In fairness to all stockholders attending the Combined Annual Meeting, and
in the interest of an orderly meeting, we ask you to honor the following:
A. Admission to the meeting is limited to stockholders of record or
their proxies. Stockholders of record voting by proxy will not be admitted
to the meeting unless their proxies are revoked, in which case the holders
of the revoked proxies will not be permitted to attend the meeting. The
meeting will not be open to the public. The media will not be given access
to the meeting through the proxy process.
B. Cameras and recording devices of all kinds (including
stenographic) are prohibited in the meeting room.
C. After calling the meeting to order, the Chairman will require the
registration of all stockholders intending to vote in person, and the
filing of all proxies with the teller. After the announced time for such
filing of proxies has ended, no further proxies or changes, substitutions,
or revocations of proxies will be accepted. (Bylaws, Article II, Section 9)
D. The Chairman of the meeting has absolute authority to determine
the order of business to be conducted at the meeting and to establish rules
for, and appoint personnel to assist in, preserving the orderly conduct of
the business of the meeting (including any informal, or
question-and-answer, portions thereof). (Bylaws, Article II, Section 9)
E. When an item is before the meeting for consideration, questions
and comments are to be confined to that item only.
F. Pursuant to Article II, Section 5 of the Company's Bylaws, only
such business (including director nominations) as shall have been property
brought before the meeting shall be conducted.
Pursuant to the Company's Bylaws, in order to be properly brought
before the meeting, such business must have either been (1) specified in
the written notice of the meeting given to stockholders on the record date
for such meeting by or at the direction of the Board of Directors, or (2)
brought before the meeting at the direction of the Board of Directors or
the Chairman of the meeting, or (3) specified in a written notice given by
or on behalf of a stockholder on the record date for such meeting entitled
to vote thereat or a duly authorized proxy for such stockholder, in
accordance with all of the following requirements.
(a) Such notice must have been delivered personally to, or mailed
to and received at, the principal executive office of the corporation,
addressed to the attention of the Secretary no later than November 25,
1996.
(b) Such notice must have set forth:
(i) a full description of each such item of business proposed to
be brought before the meeting and the reasons for conducting such
business at such meeting,
(ii) the name and address of the person proposing to bring such
business before the meeting,
(iii) the class and number of shares held of record, held
beneficially, and represented by proxy by such person as of the
record date for the meeting,
(iv) if any item of such business involves nomination for
director, all information regarding each such nominee that would be
required to be set forth in a definitive proxy statement
1
<PAGE> 25
filed with the Securities and Exchange Commission ("SEC") pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended, or any
successor thereto (the "Exchange Act"), and the written consent of
each such nominee to serve it elected,
(v) any material interest of such stockholder in the specified
business,
(vi) whether or not such stockholder is a member of any
partnership, limited partnership, syndicate, or other group pursuant
to any agreement, arrangement, relationship, understanding, or
otherwise, whether or not in writing, organized in whole or in part
for the purpose of acquiring, owning, or voting shares of the
corporation, and
(vii) all other information that would be required to be filed
with the SEC if, with respect to the business proposed to be brought
before the meeting, the person proposing such business was a
participant in a solicitation subject to Section 14 of the Exchange
Act. No business shall be brought before any meeting of the Company's
stockholders otherwise than as provided in this Section.
The Chairman of the meeting may, if the facts warrant, determine that any
proposed item of business or nomination as director was not brought before the
meeting in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the improper item of business
or nomination shall be disregarded.
G. At the appropriate time, any stockholder who wishes to address the
meeting should do so only upon being recognized by the Chairman of the
meeting. After such recognition, please state your name, whether you are a
stockholder or a proxy for a stockholder, and, if you are a proxy, name the
stockholder you represent. All matters should be concisely presented.
H. A person otherwise entitled to attend the meeting will cease to be
so entitled if, in the judgment of the Chairman of the meeting, such person
engages thereat in disorderly conduct impeding the proper conduct of the
meeting against the interests of all shareholders as group. (Bylaws,
Article II, Section 6)
I. If there are any questions remaining after the meeting is
adjourned, please take them up with the representatives of the Company at
the Secretary's desk. Also, any matter of a personal nature that concerns
you as a stockholder should be referred to these representatives after the
meeting.
J. The views, constructive comments and criticisms from stockholders
are welcome. However, it is requested that no matter be brought up that is
irrelevant to the business of the Company.
K. It is requested that common courtesy be observed at all times.
Our objective is to encourage open communication and the free expression of
ideas, and to conduct an informative and meaningful meeting in a fair and
orderly manner. Your cooperation will be sincerely appreciated.
2
<PAGE> 26
APPENDIX
PROXY
COMBINED ANNUAL MEETING DATE:
January 17, 1997
THIS PROXY SOLICITED ON BEHALF OF
THE COMPANY'S BOARD OF DIRECTORS
John M. Dodds is hereby appointed proxy, with full power of substitution,
to vote all shares of stock which I am (we are) entitled to vote at the Combined
Annual Meeting of Stockholders, and at any adjournment thereof.
1. Election of Directors:
<TABLE>
<S> <C>
[ ] For all Nominees [ ] Withhold Authority
(listed below except as marked (to vote for all nominees listed
to the contrary below) below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike line
through the nominee's name below.
CLASS IV (term expires 1998) Aubrey K. Johnson Paul F. Shoen
CLASS I (term expires 1999) William E. Carty Charles J. Bayer
CLASS II (term expires 2000) Mark. V. Shoen Edward J. Shoen
</TABLE>
2. Amend the Restated Articles of Incorporation to remove the provision
requiring two-thirds vote to amend Article 6.A of the Restated Articles of
Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratify the decision of the Board of Directors to apply the U-Haul Drug
Screening Program to members of the Board of Directors (advisory only).
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted as specified above.
If no specific directions are given, this proxy will be voted for approval
of all listed proposals and, with respect to such other business as may
properly come before the Meeting, in accordance with the discretion of the
appointed proxy. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.
DATED . Please sign exactly as your name appears. Joint owners
should both sign. Fiduciaries, attorneys, corporate officers, etc., should state
their capacities.
<TABLE>
<S> <C>
- --------------------------------------------- --------------------------------------------
Signature Signature
</TABLE>
<PAGE> 27
EXHIBIT A
6. For the management of the business, and for the conduct of the affairs
of the Corporation, and for the further definition, limitation, and regulation
of the powers of the Corporation and its directors and stockholders, it is
further provided:
A. BOARD OF DIRECTORS. The Board of Directors shall consist of not
less than 4 nor more than 8 directors, the exact number of directors to be
determined from time to time solely by a resolution adopted by an
affirmative vote of a majority of the entire Board of Directors. The
directors shall be divided into four classes, designated Class I, Class II,
Class III and Class IV. Subject to applicable law, each class shall
consist, as nearly as may be possible, of one-fourth of the total number of
directors constituting the entire Board of Directors. At the 1990 Annual
Meeting of Stockholders, Class I directors shall be elected for a one-year
term, Class II directors for a two-year term, Class III directors for a
three-year term, and Class IV directors for a four-year term. At each
succeeding annual meeting of stockholders, commencing in 1991, successors
to the class of directors whose term expires at the annual meeting shall be
elected or reelected for a four-year term.
If the number of directors is changed, any increase or decrease shall
be apportioned among the classes of directors so as to maintain the number
of directors in each class as nearly equal as possible, but in no case will
a decrease in the number of directors shorten the term of any incumbent
director. When the number of directors is increased by the Board of
Directors and any newly created directorships are filled by the Board of
Directors, there shall be no classification of the additional directors
until the next annual meeting of stockholders.
A director shall hold office until the meeting for the year in which
his or her term expires and until his or her successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.
This Article 6.A may be amended only by the affirmative vote of
two-thirds of all of the outstanding shares of common stock of the
Corporation entitled to vote, which vote must be by ballot at a duly
constituted meeting of the stockholders, the notice of which meeting must
include the proposed amendment.
Directors need not be stockholders. The names and addresses of the
first members of the board of Directors are:
<TABLE>
<CAPTION>
NAME ADDRESS
------------------------------------- -------------------------------------
<S> <C>
Michael L. Shoen..................... 7211 N. Tatum Blvd.
Scottsdale, AZ 85251
Samuel W. Shoen...................... 7211 N. Tatum Blvd.
Scottsdale, AZ 85251
L.S. Shoen........................... 7211 N. Tatum Blvd.
Scottsdale, AZ 85251
</TABLE>
A-1
<PAGE> 28
EXHIBIT B
POLICY BULLETIN
DECEMBER 28, 1992
NO. 880
REPRINTED MARCH 29, 1993
(This policy bulletin replaces U-HAUL(@) Policy Bulletin No. 880,
"Substance-Abuse Program," dated August 31, 1992. This is the fourth revision.
Original edition -- U-Haul Policy Bulletin No. 880, "Substance Abuse Program,"
September 7, 1990.)
SUBSTANCE-ABUSE PROGRAM
DISCUSSION
Since July 1990, U-Haul has had a clear, comprehensive and unequivocal
policy for dealing with illegal drugs and alcohol in the work environment. It is
no secret that substance abuse, which includes the use of illegal drugs and the
abuse of alcohol and prescription drugs, is one of our nation's most serious
problems. Substance abuse reduces productivity, increases accidents and illness
rates, and is a main cause of embezzlement and theft. It increases medical and
hospitalization costs, and is often a crime. We owe our success to
safety-conscious, clear-thinking, innovative and productive employees.
Customers, employees and U-Haul shareholders are entitled to protection from the
high costs of lost productivity, increased medical expenses and unsafe
conditions caused by the influence of illegal drugs, and the abuse of alcohol
and prescription drugs. (For purposes of this policy, detectable amounts of
illegal drugs, alcohol or abused prescription drugs constitute "influence"
and/or "impairment.")
POLICY
1. The possession, sale or use of illegal drugs, alcohol, or the abuse of
prescription drugs by System members in the work environment, is unacceptable
and against corporate policy.
2. Likewise, the impairment of System members caused by the possession,
sale or use of illegal drugs, alcohol or abused prescription drugs, is also
unacceptable and against corporate policy.
3. U-Haul System members in the work environment, as a condition of
employment, are required to be free of any measurable amounts of illegal drugs,
alcohol or abused prescription drugs.
To ensure adherence to these policies, the following procedures will be in
effect.
PROCEDURES
SITUATIONS REQUIRING DRUG TESTING
Job Applicants
- All persons being considered for new employment or rehire will be
required to take and pass a drug-screening test prior to the date they begin
work.
U-Haul Employees
- System members involved in work-related injuries/accidents and those who
are treated at medical facility for work-related injuries/accidents will be
subject to drug testing.
- If reasonable suspicion exists that a System member is using, selling, in
possession of or impaired by alcohol, illegal drugs or abused prescription
drugs, U-Haul may request that the individual submit to a drug test. Before such
drug testing takes place, however, it must be discussed with the U-Haul Human
Resources department in Phoenix and have the approval of the respective ADVP.
B-1
<PAGE> 29
- System members in selected high-risk occupations, such as equipment
operators and drivers, may be subject to mandatory, random drug testing, with
the authorization of the ADVP and U-Haul executive vice president.
- All System members using prescription medication that may place
themselves or others at risk due to impairment must be temporarily or
permanently relieved of that particular part or parts of their job
responsibility which are likely to be affected by such impairment.
DRUG-TEST CONSEQUENCES
Job Applicants
- Offers of employment may only be made to applicants who test negative on
the drug test (i.e., no drugs are detected).
- Applicants who refuse to take or who tamper with a drug test will not be
hired by U-Haul.
U-Haul Employees
- Refusal to take a drug test or tampering with a drug test will result in
termination.
- Only company personnel who test negative on drug tests following
work-related injury or accident will be eligible for receipt of workers'
compensation benefits.
System members who test positive (i.e., drugs are detected) for illegal
drugs, alcohol or abused prescription drugs, should be put on leave of absence.
This leave of absence -- which we are referring to as a substance abuse (SA)
leave of absence -- will differ from our normal leave of absence policy in that:
- The System member on SA leave must make arrangements to take another drug
test within 30 days from the first positive drug test result.
- Only one test is permitted within this 30-day period -- and it must be
taken at the same U-Haul designated drug test collection facility where the
first drug test was taken.
- If the retest drug screen is positive, or if the System member does not
take a retest drug screen within the 30-day period, the System member will be
considered to have voluntarily terminated.
- If the retest drug screen is negative (no drugs are detected), the System
member may be reinstated from SA leave.
- As with any leave-of-absence (except military and some state-legislated
family leaves), reemployment is not guaranteed and the System member is not
eligible for employee benefits during the leave.
- U-Haul company presidents should evaluate the System member's past work
record and contribution, together with the availability of a position, when the
person on SA leave is being considered for return to work.
- Company personnel who return to work after a retest drug screen will be
subject to periodic follow-up drug testing for a period of one year.
- A second positive drug test at any time during this 12-month period, or
the person's refusal to take a drug test during this time, will result in
termination.
- A System member who is put on SA leave should sign and be given a copy of
a Substance Abuse Leave of Absence form, which explains the condition of the SA
leave. This form is available through U-Haul Human Resources.
SCOPE OF DRUG TESTING
The U-Haul Drug Screening Program will test for substances including, but
now limited to, alcohol, amphetamines (stimulants), barbiturates (depressants),
benzodiazepines (sedatives), cannabinoids (marijuana, hashish), cocaine,
methadone, opiates (codeine, heroin), phencyclidine (PCP) and propoxyphene
B-2
<PAGE> 30
(Darvon, etc.). (Substances listed in parentheses are examples and are not
exclusionary.) The presence of by-products (metabolites) of such substances in
urine, or their identification by other medically acceptable means of
assessment, will be deemed sufficient indication of detrimental drug or alcohol
influence to warrant denial of employment, or disciplinary action for current
System members. Everyone being tested will have the opportunity to provide the
laboratory with a list of prescription medication they are currently using.
Proof of the prescription will be required. Disciplinary action will not be
taken if a test is positive due to appropriate use of prescription medication.
EMPLOYEE ASSISTANCE PROGRAM
If you have a System member who has a problem with drugs or alcohol, and
you would like to have this person referred to an organization for professional
help, please notify the U-Haul Human Resources department who will refer the
person to a national or local substance abuse agency that is qualified to
counsel, advise and help people in such situations.
All presidents, vice presidents and managers are urged to contact U-Haul
Human Resources if a System member requests help in this regard. Please call
Human Resources to discuss any questions or provide any feedback concerning this
Substance-Abuse Program. All inquiries or requests will be held confidential to
the utmost extent possible. (It should be understood however, that lab reports
of the urinalysis drug screen and other related documents are admissible
evidence in unemployment and workers' compensation benefit determinations -- as
well as in administrative hearings, civil actions or other legal proceedings.)
NOTE:
It should be understood that taking a drug and alcohol screening test, at
such time and under such conditions as may be specified by the company, and
agreeing to release these finding to U-Haul and/or its designated agent, will be
held to be a condition of continued employment. This policy statement does not
otherwise affect our existing employee/employer relationship. U-Haul reserves
the right to enforce this drug policy by conducting a search of a System
member's work area, vehicle or any container the person may bring onto company
premises.
SUMMARY
This policy is intended to be supportive rather than punitive. We are
concerned about coworkers who abuse drugs or alcohol, and we hope that we don't
lose a single person as a result of this program. Every one of us is an
important member of the team, and the successful implementation of our
Substance-Abuse Program will guarantee a safe and drug-free environment for us
all.
Please contact U-Haul Human Resources at 1-800-528-0463 or 1-602-263-6627
if you have any comments or questions concerning this policy.
Joe Shoen
President
U-Haul International, Inc.
B-3
<PAGE> 31
AMERCO(R)
1325 Airmotive Way
Suite 100
Reno, Nevada 89502-3239
1997 Second Quarter Report
AMERCO(R) AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
(Unaudited) (In thousands)
<S> <C>
ASSETS
Cash and cash equivalents $ 32,380
Receivables 311,480
Inventories 54,718
Prepaid expenses 11,060
Investments, fixed maturities 879,699
Investments, other 162,697
Deferred policy acquisition costs 56,171
Other assets 56,508
Property, plant and equipment, net 1,253,133
-----------
$ 2,817,846
===========
LIABILITIES
Accounts payable and accrued liabilities $ 153,732
Notes and loans 940,282
Policy liabilities and accruals 485,932
Liabilities from premium deposits 435,789
Cash overdraft 22,740
Other policyholders' funds and liabilities 31,711
Deferred income 36,694
Deferred income taxes 57,936
-----------
STOCKHOLDERS' EQUITY
Serial preferred stock
Series A preferred stock --
Series B preferred stock --
Serial common stock
Series A common stock 1,441
Common stock 8,559
Additional paid-in capital 264,378
Foreign currency translation (12,451)
Unrealized gain (loss) on investments 315
Retained earnings 680,279
-----------
942,521
Less:
Treasury stock 266,315
Unearned employee stock ownership
plan shares 23,176
-----------
653,030
-----------
$ 2,817,846
===========
</TABLE>
AMERCO(R) OFFICERS AND DIRECTORS
Edward J. Shoen, Chairman of the Board and President
Mark V. Shoen, Director
James P. Shoen, Director and Vice President
William E. Carty, Director John M. Dodds, Director
Aubrey K. Johnson, Director Charles J. Bayer, Director
Richard J. Herrera, Director Gary B. Horton, Treasurer
Gary V. Klinefelter, Secretary
Audit Committee Executive Finance Committee
William E. Carty Edward J. Shoen
Aubrey K. Johnson Charles J. Bayer
Aubrey K. Johnson
Executive Offices: 1325 Airmotive Way-Suite 100,
Reno, Nevada 89502-3239 (702) 688-6300
The preferred stock is listed on the New York Stock Exchange
The common stock is quoted on the Nasdaq National Market
Future quarterly reports may be available at: http://www.uhaul.com
[LOGO]
<PAGE> 32
AMERCO(R) AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- ---------------------------
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES
Rental and other revenue $ 295,483 269,118 555,055 504,429
Net sales 51,213 49,559 107,192 102,675
Premiums 41,594 40,683 72,749 71,385
Net investment income 12,138 11,907 25,140 23,287
-------------------------- ---------------------------
400,428 371,267 760,136 701,776
COSTS AND EXPENSES
Operating expenses 215,351 178,939 406,130 353,185
Advertising expense 7,868 7,192 16,014 24,061
Cost of sales 31,058 29,042 62,639 58,001
Benefits and losses 43,458 40,858 66,716 68,099
Amortization of deferred acquisition costs 4,035 4,871 8,057 7,799
Depreciation 19,940 38,582 38,719 76,275
Interest 16,426 16,722 35,282 35,554
-------------------------- ---------------------------
338,136 316,206 633,557 622,974
Pretax earnings from operations 62,292 55,061 126,579 78,802
Income tax expense (22,551) (19,729) (46,833) (28,293)
-------------------------- ---------------------------
Earnings from operations before extraordinary
loss on early extinguishment of debt 39,741 35,332 79,746 50,509
Extraordinary loss on early extinguishment
of debt (2,004) -- (2,004) --
-------------------------- ---------------------------
Net earnings $ 37,737 35,332 77,742 50,509
Earnings per common share:
Earnings from operations before extraordinary
loss on early extinguishment of debt $ 1.29 0.85 2.43 1.16
Extraordinary loss on early extinguishment
of debt (0.07) -- (0.07) --
-------------------------- ---------------------------
Net earnings per common share $ 1.22 0.85 2.36 1.16
========================== ===========================
</TABLE>
