<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 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.
1) Amount Previously Paid:
-----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
<PAGE>
AMERCO
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
NOTICE AND PROXY STATEMENT*
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 22, 1997
TO THE STOCKHOLDERS:
The 1997 Annual Meeting of the Stockholders of AMERCO (the
"Company") will be held on the second floor conference level of
the Airport Plaza Hotel, 1981 Terminal Way, Reno, Nevada 89502,
on Friday, August 22, 1997, at 10:00 a.m. (local time) to (1)
elect two Class III Directors to serve until the 2001 Annual
Meeting of Stockholders; (2) elect one Class II Director to serve
until the 2000 Annual Meeting of Stockholders; and (3) 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
July 7, 1997 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.
A copy of the Company's Annual Report for the year ended
March 31, 1997, is enclosed, but is 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 annual meeting procedures attached hereto as Exhibit A.
By order of the Board of Directors,
/s/ Gary V. Klinefelter
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: July 22, 1997
<PAGE> 1
AMERCO<REGISTERED TRADENAME>
PROXY STATEMENT
1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 22, 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
1997 Annual Meeting of Stockholders to be held on Friday, August
22, 1997 at 10:00 a.m. on the second floor conference level of
the Airport Plaza Hotel, 1981 Terminal Way, Reno, Nevada 89502
(the "Meeting"), and at any adjournment or adjournments thereof.
Only stockholders of record at the close of business on July
7, 1997 (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 16,851,592 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 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. 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 July 22, 1997.
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
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 Company's Articles of Incorporation 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.
At the Meeting, two Class III directors will be elected to
serve until the 2001 Annual Meeting of Stockholders and one Class
II director will be elected to fill the vacancy created by the
resignation of Mark V. Shoen on February 4, 1997 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 three 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
<PAGE> 2
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 III and
one Class II director nominees receiving the largest number of
votes in favor of their election will be elected as Class III and
Class II directors, respectively.
Management Nominees For Election As Class III Directors
(To serve until the 2001 Annual Meeting)
John M. Dodds
James P. Shoen
JOHN M. DODDS, 60, has served as a Director of the Company
since September 1987 and Director of U-Haul International, Inc.
("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.
Management Nominee For Election As Class II Director
(To serve until the 2000 Annual Meeting)
Richard J. Herrera
RICHARD J. HERRERA, 43, has served as a director of the
Company from September 1991 to January 1997 and was reelected to
the board on February 4, 1997 to fill the vacancy created by the
resignation of Mark V. Shoen. Mr. Herrera has been associated
with the Company since April 1988. Mr. Herrera presently serves
as Vice President of Marketing, Retail Sales for U-Haul.
Directors Continuing In Office
Name Term Expires
---- ------------
Class I...................... William E. Carty 1999
Class I...................... Charles J. Bayer 1999
Class II..................... Edward J. Shoen 2000
Class IV..................... Aubrey K. Johnson 1998
Class IV..................... Paul F. Shoen 1998
WILLIAM E. CARTY, 70, has served as a Director of the
Company since May 1987 and as a Director of U-Haul since December
1986. He 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, 57, 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.
<PAGE> 3
EDWARD J. SHOEN, 48, 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. Mr. Shoen has served
as an officer of Form Builders, Inc. since 1981.
AUBREY K. JOHNSON, 75, 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, 41, has served as a Director of the Company
from December 1986 to 1991 and as President of 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. Mr. Shoen is a full-time investor and has
served since April 1995 as Chairman of the Board, Chief Executive
Officer and President of Pantechnicon Aviation, Ltd., an aircraft
charter service. As part of a settlement with Paul F. Shoen of a
lawsuit filed in July 1994, the 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 and to
support his election. See "Shoen Litigation" for a description
of another lawsuit filed by Paul F. Shoen against the Company.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of Directors of the Company met six times
during the fiscal year ended March 31, 1997. No director
attended fewer than 75% of the meetings of the full Board of
Directors and of the committees on which he served (during the
periods that he served). 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 the fiscal year ended March 31,
1997. The Compensation Committee is comprised of Charles J.
Bayer, William E. Carty, and Aubrey K. Johnson. The Compensation
Committee did not meet during the fiscal year ending March 31,
1997. 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 3-6), "Certain Relationships and Related
Transactions" (pages 10-11), and "Shoen Litigation" (pages 11-
14) for additional information relating to the directors and
director nominees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, the following table
lists, as of June 23, 1997, (1) 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,
(2) the beneficial ownership of Common Stock of those persons who
beneficially own more than five percent (5%) of Common Stock; and
(3) the beneficial ownership of each director and director
nominee of the Company, of each executive officer named on page
8, 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 1997 fiscal year in respect of fleet-owner
contracts issued by U-Haul.
<PAGE> 4
Name and Address Shares of Percentage Percentage
of Beneficial Owner Common Stock of Common of Net
Beneficially Stock Fleet Owner
Owned Class Contract
Payments
Edward J. Shoen (1).....................15,775,071(2) 69.8 .007
Chairman of the
Board and President
2727 N. Central Ave.
Phoenix, AZ 85004
Mark V. Shoen (1).......................15,775,071(2) 69.8 .008
Director of U-Haul
2727 N. Central Ave.
Phoenix, AZ 85004
James P. Shoen..........................15,775,071(2) 69.8 .019
Director and
Vice President
1325 Airmotive Way
Suite 100
Reno, NV 89502
Paul F. Shoen...........................15,775,071(2) 69.8 .005
Director
P.O. Box 524
Glenbrook, NV 89413
Sophia M. Shoen.........................15,775,071(2) 69.8 .017
5104 N. 32nd Street
Phoenix, AZ 85018
Irrevocable Trust between Edward J......15,775,071(2) 69.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Mark V........15,775,071(2) 69.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between James P.......15,775,071(2) 69.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Paul F........15,775,071(2) 69.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
<PAGE> 5
Irrevocable Trust between Sophia M......15,775,071(2) 69.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
The ESOP Trust(3).......................15,775,071(2) 69.8 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(1)..........................0 0 .049
Director
2727 N. Central Ave.
Phoenix, Arizona 85004
Charles J. Bayer.............................1,646 ** .004
Director
2727 N. Central Ave.
Phoenix, Arizona 85004
Richard J. Herrera...........................1,181 ** 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 B. Horton...............................1,973 ** N/A
Treasurer
1325 Airmotive Way, Suite 100
Reno, NV 89502
Donald W. Murney.............................1,735 ** N/A
Treasurer of U-Haul
2727 N. Central Ave.
Phoenix, AZ 85004
Officers and Directors as a group.......15,790,830 69.8 N/A
(17 persons)(1)(4)
** The percentage of the referenced class beneficially owned is
less than one percent.
(1) 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
<PAGE> 6
officers and directors as a group beneficially own 27,872
shares (0.46%) of the Company's Series A 8 1/2% Preferred
Stock.
(2) 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 (2,032,558); Sophia M. Shoen (1,419,572); 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 Edward J. Shoen and Oxford, as Trustee (559,443); an
Irrevocable Trust between Sophia M. Shoen and Oxford, as
Trustee (108,891); and the ESOP Trust (1,512,125)
(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 (3,094), Mark V. Shoen (2,819), James P.
Shoen (2,788), Paul F. Shoen (779), and Sophia M. Shoen
(197). 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 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. The
Stockholder Agreement will expire on March 5, 1999 unless
earlier terminated (1) by the consent of stockholders
holding more than 60% of the shares held under the
Stockholder Agreement, (2) upon the effective date of
certain mergers or consolidations involving the Company, or
(3) at the election of Paul F. Shoen, upon the Company's
failure to effect the registration of securities held by
him. See footnote 3 below for information about the ESOP
Trust and the ESOP Trustee's ability to vote the Common
Stock held in the ESOP Trust. The Company, Sophia M. Shoen,
and the parties to the Stockholder Agreement have reached a
tentative agreement, which is subject to execution of
definitive agreements, whereby, as part of the agreement,
Sophia M. Shoen's shares of Common Stock, including those
held in trust by Oxford and the shares allocated to her ESOP
Trust account will be released from the Stockholder
Agreement. No assurance can be given that definitive
agreements will be executed or that this tentative
agreement will be consummated. Following any release of
Sophia M. Shoen's shares, the total number of shares of
Common Stock held pursuant to the Stockholder Agreement
would be 14,246,411 (63.0%).
(3) 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 June 23, 1997, of the
3,040,183 shares of Common Stock held by the ESOP Trust,
1,537,735, shares were allocated to participants and
1,502,488 shares remained unallocated. Of the 1,537,735
allocated shares, approximately 9,677 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.
(4) The 15,790,830 shares include the shares beneficially owned
by directors and officers as a result of the Stockholder
Agreement discussed in footnote 2 above. Beneficial
ownership of the shares of current officers and directors,
without giving effect to the Stockholder Agreement discussed
in footnote 2 is 12,759,722 shares, or approximately 56.4%
of the outstanding shares of Common Stock as of June 23,
1997.
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.
<PAGE> 7
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the annual
compensation paid to the Company's chief executive officer and
the four other most highly compensated executive officers of the
Company during the last three fiscal years.
Summary Compensation Table
Annual Compensation
----------------------------------
All Other
Name and Principal Position Year Salary Bonus Compensation
($)(1) ($) ($)(2)
------ -------- ------- ------------
Edward J. Shoen 1997 503,708 -- 8,209
Chairman of the Board 1996 572,939 -- 8,231
and President of AMERCO 1995 282,937 -- 6,821
and U-Haul
Mark V. Shoen 1997 528,159 -- 8,209
Director of U-Haul and 1996 325,255 -- 8,231
President of U-Haul 1995 310,053 -- 6,821
Phoenix Operations
James P. Shoen 1997 479,677 -- 8,209
Vice President of AMERCO 1996 240,251 -- 8,231
and Director of AMERCO 1995 236,783 -- 6,821
Donald W. Murney 1997 142,008 250,000 7,769
Treasurer of U-Haul 1996 142,008 -- 8,012
1995 137,239 4,000 6,821
Gary B. Horton 1997 154,009 93,391 7,504
Treasurer of AMERCO 1996 150,201 -- 8,231
Assistant Treasurer of U-Haul 1995 144,740 4,000 6,253
(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.
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
matured and the final payment was made in December 1996.
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."
<PAGE> 8
BOARD REPORT ON EXECUTIVE COMPENSATION
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 1997. 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 1997, 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 1997 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.
In addition to its involvement in executive compensation
matters as described above, the Board of Directors determines the
amount, if any, of the Company's contribution pursuant to the
AMERCO Employee Savings, Profit Sharing and Employee Stock
Ownership Plan.
The Company's stockholders approved a stock option plan at
the 1992 Annual Meeting of Stockholders. The stock option plan
is designed to attract and retain employees upon whose judgment
and effort the Company's success is dependent. As of June 26,
1997, no awards had been made under such plan.
Charles J. Bayer William E. Carty Aubrey K. Johnson
PERFORMANCE GRAPH
The following graph compares the cumulative total
stockholder return on the Company's Common Stock for the period
March 31, 1992 through March 31, 1997 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, 1992 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 1992 through 1994 and the
closing price of the Common Stock trading on Nasdaq on March 31,
1995, 1996, and 1997.
(The following descriptive data is supplied in accordance with
Rule 304(d) of Regulation S-T)
1992 1993 1994 1995 1996 1997
--------------------------------------------
AMERCO 100.00 143.52 157.41 197.92 224.54 236.11
Dow Jones 100.00 110.11 111.70 119.51 156.15 177.44
Transportation
Average
Dow Jones 100.00 113.46 118.17 118.21 155.52 170.43
Composite Average
<PAGE> 9
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive officers as of June 30, 1997, were:
Name Age Office
- --------------------------- --- -----------------------------
Edward J. Shoen 48 Chairman of the Board,
President, and Director
Mark V. Shoen 46 Director of U-Haul
James P. Shoen 37 Director, Director Nominee,
and Vice President
Paul F. Shoen 41 Director
William E. Carty 70 Director
John M. Dodds 60 Director and Director Nominee
Aubrey K. Johnson 75 Director
Charles J. Bayer 57 Director
Richard J. Herrera 43 Director and Director Nominee
Gary B. Horton 53 Treasurer
Gary V. Klinefelter 49 Secretary and General Counsel
John A. Lorentz 70 Assistant Secretary
Rocky D. Wardrip 39 Assistant Treasurer
Harry B. DeShong, Jr. 48 Director of U-Haul
John C. Taylor 39 Director of U-Haul
Donald W. Murney 37 Treasurer of U-Haul
George R. Olds 55 Assistant Secretary
See "Election of Directors" on pages 1-3 above for
information regarding Edward J. Shoen, Paul F. Shoen, William E.
Carty, Aubrey K. Johnson, Charles Bayer, James P. Shoen, John M.
Dodds, and Richard J. Herrera.
Mark V. Shoen has served as a Director of the Company from
April 1990 until February 1997. He has served as a Director of U-
Haul since June 1990. He has served from December 1990 to
September 1994 as Executive Vice President of Product for U-Haul
and as President, Phoenix Operations, from September 1994 to
present.
<PAGE> 10
Gary B. Horton has served as Treasurer of the Company since
1982 and serves as Assistant Treasurer of U-Haul. 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 and U-Haul 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.
Mr. Wardrip previously served as Assistant Treasurer of U-Haul
from 1988 to 1990.
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.
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."
Edward J. Shoen and James F. Shoen are major stockholders,
directors, and officers of the Company. William E. Carty, Aubrey
K. Johnson, and John M. Dodds are directors of the Company.
During fiscal year 1997, U-Haul purchased $3,281,000 of
printing from Form Builders, Inc. Edward J. Shoen was an officer
of Form Builders, Inc. until June, 1997. Mark V. Shoen and his
minor child are major stockholders of Form Builders, Inc.
During fiscal year 1997, U-Haul purchased $11,154,000 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.
<PAGE> 11
During fiscal 1997, a subsidiary of the Company held various
senior and junior notes of SAC Holdings Corporation and its
subsidiaries ("SAC Holdings"). The voting common stock of SAC
Holdings is held by Mark V. Shoen, a major stockholder and
officer of the Company. The Company's subsidiary received
principal payments of $436,000 and interest payments of
$6,281,000 from SAC Holdings during fiscal 1997. The notes
receivable balance outstanding at March 31, 1997 was, in the
aggregate, $46,690,000. The notes have interest rates ranging
from 8.37% to 13.0%. The largest aggregate amount outstanding
during the fiscal year ended March 31, 1997 was $108,711,323.
On June 27, 1996, the Company's subsidiary received
$83,565,000 in exchange for a SAC Holdings note sold to a third
party.
During fiscal 1997, a subsidiary of the Company funded the
purchase of thirty-seven properties by SAC Holdings for
approximately $43,125,000. Seven of the properties were
purchased from the Company at a purchase price equal to the
Company's acquisition cost plus capitalized costs. In March
1997, SAC Holdings sold ten of the properties to an outside party
and reduced the Company's notes receivable balance at the time by
$18,082,000.
The Company currently manages the properties owned by SAC
Holdings pursuant to a management agreement, under which the
Company receives a management fee equal to 6% of the gross
receipts from the properties. The Company received management
fees of $1,632,000 during fiscal 1997. The management fee is
consistent with the fees received by the Company for other
properties managed by the Company.
In May 1990, William E. Carty sold 40,684 shares of the
Company's 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 was payable in six annual installments at an
interest rate of 9.6%. The note matured and was repaid in
December 1996. William E. Carty is a 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, Paul F.
Shoen, Aubrey K. Johnson, John M. Dodds, and William E. Carty,
who are members of the Board of Directors of the Company. 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, 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
<PAGE> 12
notice of appeal with respect to the award of punitive damages
and the plaintiffs have subsequently cross appealed the judge's
remittitur of the punitive damages from $70 million to $7
million.
Pursuant to separate indemnification agreements, the Company
has agreed to indemnify the defendants to the fullest extent
permitted by law or the Company's Articles of Incorporation 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 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."
In early October 1995, 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 (1) to
release, subject to certain exceptions, the Company from any
claim they may have against it pursuant to any indemnification
agreements, (2) to assign all rights they have under the Shoen
Litigation to the Company, (3) to waive all appeal rights related
to the Shoen Litigation (not including Edward J. Shoen's appeal
of the punitive damage award), and (4) 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.
Pursuant to the Plan, the Company repurchased the
plaintiffs' shares of Common Stock in exchange for cash, funded
damages, paid statutory post judgment interest and placed funds
into an escrow account pending the outcome of a dispute involving
the entitlement of the plaintiffs to post-bankruptcy petition
date interest as discussed below. The following table reflects
such transactions:
<PAGE> 13
Cash Statutory Post
Shares Paid for Damages Post-Judgment Petition
Repurchased Shares Funded Interest Interest
----------------------------------------------------------
(in thousands except number of shares)
October 18, 1995
Maran, Inc. (Maran) 3,343,076 $22,733 - - -
Mary Anna Shoen Eaton - - $41,350 - -
January 30, 1996
L.S.S., (L.S.S.) 833,420 5,667 - - -
Leonard S. Shoen - - 15,433 $2,018 -
February 7, 1996
Thermar, Inc.
(Thermar) 1,651,644 11,231 30,554 4,110 -
July 19, 1996
CEMAR, Inc.
(Cemar) 2,331,984 15,857 - - -
Cecilia M. Hanlon - - 43,139 129 $8,283
September 6, 1996
Katabasis
International, Inc.
(Katabasis) 4,041,924 27,485 - - -
Samuel W. Shoen - - 74,771 224 15,726
September 20, 1996
Kattydid, Inc.
(Kattydid) 1,282,248 8,719 - - -
Katrina Carlson 743,376 4,994 37,305 112 8,041
October 1, 1996
Mickl, Inc.
(Mickl) 4,035,924 27,444 - - -
Michael L. Shoen 380 3 73,158 224 16,184
Mary Anna Shoen Eaton owns all the voting stock of Maran; L. S.
Shoen owns all the voting stock of L.S.S.; Theresa M. Romero owns all
the voting stock of Thermar; Cecilia M. Hanlon owns all the voting
stock of Cemar; Samuel W. Shoen owns all the voting stock of Katabasis;
Katrina Carlson owns all the voting stock of Kattydid and Michael L.
Shoen owns all the voting stock of Mickl. L. S. Shoen is the father of
Edward J., Mark V., and James P. Shoen. Mary Anna Shoen Eaton, Theresa
M. Romero, Cecilia M. Hanlon and Katrina M. Carlson are the
sisters of Edward J., Mark V., James P. and Paul F. Shoen. Samuel W. Shoen
and Michael L. Shoen are the brothers of Edward J., Mark V., James P.
and Paul F. Shoen. Edward J., Paul F., and James P. Shoen are major
stockholders and directors of the Company. Mark V. Shoen is a major stockholder
of the Company.
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.
<PAGE> 14
As a result of the foregoing transactions, 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
was 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 an 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 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, 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 denied the motions filed by both parties.
Sophia M. Shoen, a major stockholder of the Company, has
reached a tentative agreement with the Company, which is subject
to execution of definitive agreements, resolving a lawsuit in
the Second Judicial District Court of the State of Nevada, Case
No. CV96-01628 arising out of an arbitration proceeding entitled
JAMS-ENDISPUTE Link No. 940517195. In the arbitration
- --------------
proceeding, Sophia Shoen alleged that the Company breached her
Share Repurchase and Registration Rights Agreement, dated as of
May 1, 1992 (the "Rights Agreement"), with the Company by failing
to timely register the sale of her shares of Common Stock which
were sold to the public in November 1994. If the tentative
agreement is consummated, (1) the Company will pay Sophia M.
Shoen $1.25 million, (2) the Rights Agreement will be terminated,
(3) Sophia M. Shoen will release the Company and others from any
liability relating to the foregoing proceedings and the Rights
Agreement, (4) the Company will release Sophia M. Shoen and
others from any liability relating to the foregoing proceedings
and the Rights Agreement, and (5) the shares of Common Stock held
by Sophia M. Shoen will be released from a Stockholder Agreement.
No assurance can be given that definitive agreements will be
executed or that this tentative agreement will be consummated.
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements
as of March 31, 1998, 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.
<PAGE> 15
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. Failure to
do so can result in substantial monetary penalties in addition to
injunctive remedies. Based upon the Company's non-receipt of
Section 16 reports required to be furnished to the Company, the
persons listed below have failed to file reports required by
Section 16(a) for the fiscal year ended March 31, 1997:
Paul F. Shoen
Sophia M. Shoen
Based on the stockholder agreement described in footnote 2
in "Security Ownership of Certain Beneficial Owners and
Management", the foregoing persons, during the relevant reporting
period, beneficially owned more than ten percent of the Company's
Common Stock.
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. A Form 5 filing required to be made by May 15, 1997, by
Mark V. Shoen was not filed until June 30, 1997.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy
relating to the 1998 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 24, 1998. Proposals to be
presented at the 1998 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.
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year
ended March 31, 1997 is enclosed with this Proxy Statement. The
Annual Report is not to be regarded as proxy solicitation
material.
THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER OF RECORD ON
THE RECORD DATE, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997, 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.
<PAGE> 16
EXHIBIT A
AMERCO 1997 ANNUAL MEETING OF STOCKHOLDERS
August 22, 1997
Reno, Nevada
MEETING PROCEDURES
In fairness to all stockholders attending the 1997 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 properly
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, (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 March 31, 1997.
(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,
<PAGE> 17
(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 a nomination for director, all
information regarding each such nominee that
would be required to be set forth in a
definitive proxy statement 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 stockholders as a 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 matters of a personal nature that concern 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.
<PAGE>
PROXY
AMERCO
ANNUAL MEETING DATE:
August 22, 1997
THIS PROXY IS 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 AMERCO 1997 Annual Meeting of
Stockholders, and at any adjournment thereof.
Election of Directors:
[ ] For all Nominees (listed below except as [ ] Withhold Authority (to vote
marked to the contrary below) for all nominees listed below)
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
----------
strike line through the nominee's name below.)
CLASS II (term expires 2000) Richard J. Herrera
CLASS III (term expires 2001) John M. Dodds James P. Shoen
This proxy, when properly executed, will be voted as specified
above. If no specific directions are given, this proxy will be
voted for the nominees listed above 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.
Signature(s) _______________________ Dated _________________
Please sign exactly as your name appears. Joint owners should
both sign. Fiduciaries, attorneys, corporate officers, etc.,
should state their capacities.
