<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 Rule 14a-11(c) or Rule 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)(1)
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:
-------------------------------------------------------
<PAGE>
[ ] 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:
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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>
AMERCO<REGISTERED TRADENAME>
1325 AIRMOTIVE WAY, SUITE 100
RENO, NEVADA 89502-3239
NOTICE AND PROXY STATEMENT*
FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 28, 1998
TO THE STOCKHOLDERS:
The 1998 Annual Meeting of the Stockholders of
AMERCO (the "Company") will be held at the
Airport Plaza Hotel, 1981 Terminal Way, Reno,
Nevada 89502, on Friday, August 28, 1998, at 11:00
a.m. (local time) to (1) elect two Class I
Directors to serve until the 1999 Annual Meeting
of Stockholders; (2) elect two Class IV Directors
to serve until the 2002 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 June 29, 1998 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, 1998, 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 24, 1998
<PAGE> 1
AMERCO <REGISTERED TRADENAME>
PROXY STATEMENT
1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 28, 1998
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 1998
Annual Meeting of Stockholders to be held on Friday, August 28,
1998 at 11:00 a.m. at 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 June
29, 1998 (the "Record Date") are 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 24, 1998.
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.
However, at the Meeting, two classes of directors will be
elected by the stockholders because William E. Carty and Charles
J. Bayer, two long-standing members of the Company's Board of
Directors, have agreed to resign as Class I directors effective
at the Meeting and run for election as Class IV directors. They
have done so, at the Company's request, in order that the Class
IV directors elected at the Meeting, neither of whom have served
previously on the Company's Board of Directors, will stand again
for reelection at the 1999 Annual Meeting of Stockholders.
<PAGE> 2
Accordingly, at the Meeting, two Class IV directors will be
elected to serve until the 2002 Annual Meeting of Stockholders
and two Class I directors will be elected to fill the vacancies
created by the resignations of William E. Carty and Charles J.
Bayer to serve until the 1999 Annual Meeting of Stockholders. It
is the intention of the individual named in the enclosed form
of proxy to vote for the four 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 I and two Class IV director nominees
receiving the largest number of votes in favor of their election
will be elected as Class I and Class IV directors, respectively.
Management Nominees For Election As Class IV Directors
(To serve until the 2002 Annual Meeting)
William E. Carty
Charles J. Bayer
WILLIAM E. CARTY, 71, has served as a Director of the Company
since 1987 and as a Director of U-Haul International, Inc. ("U-
Haul") since 1986. He has been associated with the Company since
1946. He has served in various executive positions in all areas
of the Company. Mr. Carty retired from the Company in 1987.
CHARLES J. BAYER, 58, has served as a Director of the Company
since 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 1990.
Management Nominee For Election As Class I Directors
(To serve until the 1999 Annual Meeting)
John P. Brogan
James J. Grogan
JOHN P. BROGAN, 54, is the Chairman of Muench-Kreuzer Candle
Company. He has been involved with various companies including a
seven year association with Alamo Rent-A-Car that ended in 1986.
He is a member of the American Institute of Certified Public
Accountants and served as Chairman of the Board of Trustees,
College of the Holy Cross, from 1988 to 1996.
JAMES J. GROGAN, 44, is the Senior Executive Vice President of
UDC Homes, one of the 15 largest home builders in America. He
was the Managing Attorney for the Phoenix law firm of Gallagher &
Kennedy from 1991 to 1996. He serves on the Board of Directors
of several charitable organizations.
Directors Continuing In Office
Name Term Expires
---- ------------
Class II ..........................Edward J. Shoen 2000
Class II ..........................Richard J. Herrera 2000
Class III .........................John M. Dodds 2001
Class III .........................James P. Shoen 2001
<PAGE> 3
EDWARD J. SHOEN, 49, has served as a Director and
Chairman of the Board of the Company since 1986, as President
since 1987, as a Director of U-Haul since 1990, and as the
President of U-Haul since 1991. Mr. Shoen has been associated
with the Company since 1971.
RICHARD J. HERRERA, 44, has served as a Director of the
Company from 1991 to January 1997 and was reelected to the board
in February 1997. Mr. Herrera has been associated with the
Company since 1988. Mr. Herrera presently serves as Vice
President of Marketing, Retail Sales for U-Haul.
JOHN M. DODDS, 61, has served as a Director of the
Company since 1987 and Director of U-Haul since 1990. Mr. Dodds
has been associated with the Company since 1963. He served in
regional field operations until 1986 and served in national field
operations until 1994. Mr. Dodds retired from the Company in
1994.
JAMES P. SHOEN, 38, has served as a Director of the
Company since 1986, Vice President of the Company since 1989, and
Director of U-Haul since 1990. Mr. Shoen has been associated
with the Company since 1976. He has served from 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 4 times
during the fiscal year ended March 31, 1998. 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,
1998. 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,
1998. 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), and "Shoen Litigation" (pages 10-12) 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 30, 1998, (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 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 1998 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)(2)..................13,975,930 61.8 .005
Chairman of the
Board and President
2727 N. Central Ave.
Phoenix, AZ 85004
Mark V. Shoen (1)(2)....................13,975,930 61.8 .007
President, U-Haul Phoenix Operations
2727 N. Central Ave.
Phoenix, AZ 85004
James P. Shoen..........................13,975,930 61.8 .015
Director and
Vice President
1325 Airmotive Way, Suite 100
Reno, NV 89502
Paul F. Shoen...........................13,975,930 61.8 .004
Director
P.O. Box 524
Glenbrook, NV 89413
Irrevocable Trust between Edward J.(3)..13,975,930 61.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Mark V.(3)....13,975,930 61.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between James P.(3)...13,975,930 61.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust between Paul F.(3)....13,975,930 61.8 N/A
Shoen and Oxford Life
Insurance Company, as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
The ESOP Trust(4).......................13,975,930 61.8 N/A
2727 N. Central Ave.
Phoenix, AZ 85004
<PAGE> 5
Sophia M. Shoen.........................1,419,572 6.3 .016
5104 N. 32nd Street
Phoenix, AZ 85018
John M. Dodds...........................0 0 N/A
Director
2727 N. Central Ave.
Phoenix, AZ 85004
William E. Carty(1).....................0 0 .041
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Charles J. Bayer........................1,881 ** .003
Director
2727 N. Central Ave.
Phoenix, AZ 85004
John P. Brogan..........................0 0 N/A
Director Nominee
2727 N. Central Ave.
Phoenix, AZ 85004
James J. Grogan.........................0 0 N/A
Director Nominee
2727 N. Central Ave.
Phoenix, AZ 85004
Harry B. DeShong........................2,320 ** N/A
Former Director of U-Haul
2727 N. Central Ave.
Phoenix, AZ 85004
Richard J. Herrera......................1,378 ** 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.....................2,947 ** N/A
Secretary and General Counsel
2727 N. Central Ave.
Phoenix, AZ 85004
Gary B. Horton..........................2,092 ** N/A
Treasurer
1325 Airmotive Way, Suite 100
Reno, NV 89502
Officers and Directors as a group.......13,993,676 61.9 .068
(17 persons)(1)(5)
** The percentage of the referenced class beneficially owned is
less than one percent.
<PAGE> 6
(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 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); 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); and the ESOP Trust (1,241,447) (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 (3,399),
Mark V. Shoen (3,124), James P. Shoen (3,093), and Paul F.
Shoen (779). These shares are not included in the number of
shares directly owned by Edward J. Shoen, Mark V. Shoen, James
P. Shoen, and Paul F. Shoen, as referenced in the first
sentence of this footnote 2. 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 4 below for information about the ESOP Trust and
the ESOP Trustee's ability to vote the Common Stock held in
the ESOP Trust.
(3) The trust agreement for each Irrevocable Trust prohibits
the trustee from selling or otherwise disposing of any Company
Common Stock, even if the trustee for any reason considers
retention of such stock to be inappropriate as an investment
policy for the trust.
(4) 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 30, 1998, of the 2,904,277 shares of Common Stock held
by the ESOP Trust, 1,673,225 shares were allocated to
participants and 1,231,052 shares remained unallocated. Of
the 1,673,225 allocated shares, approximately 10,395 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.
(5) The 13,993,676 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 12,762,624 shares, or approximately 56.4% of the
outstanding shares of Common Stock as of June 30, 1998.
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 (1) the Company's chief executive
officer; (2) the four most highly compensated executive officers
of the Company, other than the chief executive officer; and (3)
Mr. DeShong, who would have been one of the Company's four most
highly compensated executive officers had he been an executive
officer of the Company at the end of fiscal 1998.
Summary Compensation Table
Annual Compensation
-----------------------------
All Other
Salary Bonus Compensation
Name and Principal Position Year ($)(1) ($) ($)(2)
- --------------------------- ---- ------ ----- ------------
Edward J. Shoen............. 1998 503,708 - 9,393
Chairman of the Board and 1997 503,708 - 8,209
President of AMERCO and 1996 572,939 - 8,231
U-Haul
James P. Shoen.............. 1998 654,477 - 9,393
Vice President and 1997 479,677 - 8,209
Director of AMERCO 1996 240,251 - 8,231
Mark V. Shoen............... 1998 629,744 - 9,393
President of U-Haul 1997 528,159 - 8,209
Phoenix Operations 1996 325,255 - 8,231
Gary V. Klinefelter......... 1998 216,161 55,000 9,393
Secretary and General 1997 210,005 - 8,209
Counsel of 1996 201,543 - 8,231
AMERCO and U-Haul
Harry B. DeShong, Jr. (3)... 1998 182,336 - 9,393
Former Director of U-Haul 1997 175,924 - 6,167
1996 170,116 - 5,927
Gary B. Horton.............. 1998 179,812 - 3,658
Treasurer of AMERCO and 1997 154,009 93,391 7,504
Assistant Treasurer of 1996 150,201 - 8,231
U-Haul
____________________
(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) Mr. DeShong resigned January 1, 1998.
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.
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 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 1998. 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 1998, 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 these decisions. 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 30, 1998, 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, 1993 through March 31, 1998 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, 1993 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 1993 through 1994 and the
closing price of the Common Stock trading on Nasdaq on March 31,
1995, 1996, 1997, and 1998.
(The following descriptive data is supplied in accordance with
Rule 304(d) of Regulation S-T)
1993 1994 1995 1996 1997 1998
AMERCO 100.00 109.68 137.90 156.45 164.52 198.39
Dow Jones Composite Average 100.00 101.45 108.54 141.81 161.14 223.87
Dow Jones Transportation Average 100.00 104.15 104.18 137.07 150.20 227.83
<PAGE> 9
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive officers as of June 30, 1998, were:
Name Age Office
---- --- ------
Edward J. Shoen 49 Chairman of the Board, President,
and Director
Mark V. Shoen 47 President of U-Haul Phoenix
Operations
James P Shoen 38 Director and Vice President
William E. Carty 71 Director and Director Nominee
John M. Dodds 61 Director
Charles J. Bayer 58 Director and Director Nominee
Richard J. Herrera 44 Director
Gary B. Horton 54 Treasurer
Gary V. Klinefelter 50 Secretary and General Counsel
John A. Lorentz 71 Assistant Secretary
George R. Olds 56 Assistant Secretary
Rocky D. Wardrip 40 Assistant Treasurer
Donald W. Murney 38 Treasurer of U-Haul
John C. Taylor 40 Director of U-Haul
David G. Schmeltz 40 Director of U-Haul
See "Election of Directors" on pages 1-3 above for information
regarding Edward J. Shoen, William E. Carty, Charles Bayer, James
P. Shoen, John M. Dodds, and Richard J. Herrera.
Mark V. Shoen served as a Director of the Company from 1990
until February 1997. He has served as a Director of U-Haul from
1990 until November 1997. He served from 1990 to 1994 as
Executive Vice President of Product for U-Haul and has served as
President, Phoenix Operations, from 1994 to present.
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 1969. In 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.
Gary V. Klinefelter, Secretary of the Company since 1988 and
Secretary of U-Haul since 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 1988
and Assistant Secretary of U-Haul since 1990, is licensed as an
attorney in Oregon and has been associated with the Company since
1953. His previous positions include Secretary of the Company
and U-Haul.
George R. Olds, Assistant Secretary of the Company and U-Haul
since 1993, has been associated with the Company since 1975 as a
member of the U-Haul legal department specializing in taxation.
<PAGE> 10
Rocky D. Wardrip, Assistant Treasurer of the Company since
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.
Donald W. Murney, has been Treasurer of U-Haul since 1990. He
was previously employed as the Senior Vice President and Chief
Financial Officer of Coury Financial Services.
John C. Taylor, Director of U-Haul since 1990, has been
associated with the Company since 1981. He is presently an
Executive Vice President of U-Haul.
David G. Schmeltz, Director of U-Haul since March 1998, has
been associated with the Company since 1985. He served in
regional field operations until 1995. He is presently Senior
Executive Vice President of U-Haul.
Edward J., Mark V., and James P. Shoen are brothers. William
E. Carty is the uncle of Edward J. and Mark V. 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 1998, U-Haul purchased $2,816,000 of
printing from Form Builders, Inc. Mark V. Shoen and his
daughter are major stockholders of Form Builders, Inc.
During fiscal 1998, 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 $1,047,000 and interest payments of
$6,847,000 from SAC Holdings during fiscal 1998. The notes
receivable balance outstanding at March 31, 1998 was, in the
aggregate, $66,111,000. The notes have interest rates ranging
from 8.7% to 13.0%. The largest aggregate amount outstanding
during the fiscal year ended March 31, 1998 was $66,111,000.
During fiscal 1998, a subsidiary of the Company funded the
purchase of a number of properties and construction costs for SAC
Holdings of approximately $24,574,000. Three of the properties
were purchased from the Company at a purchase price equal to the
Company's acquisition cost plus capitalized costs. 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 $1,860,000
during fiscal 1998. The management fee is consistent with the
fees received by the Company for other properties managed by 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,
<PAGE> 11
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 (certain members of the Shoen family and their
affiliates) 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
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. Both appeals were denied by the Court of Appeals of the
State of Arizona on July 24, 1997 and the Supreme Court of the
State of Arizona denied review of the case on March 17, 1998.
Edward J. Shoen has filed an appeal with the United States
Supreme Court on July 15, 1998, 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 Company's Articles of Incorporation or
By-Laws, for all expenses and damages incurred by the defendants
in this proceeding, subject to certain exceptions.
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."
On October 17, 1995 the Company entered into an agreement (the
"Agreement") with the Director-Defendants whereby 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 and (2) to assign all
rights they have under the Shoen Litigation to the Company.
Pursuant to the Plan, the Company repurchased the plaintiffs'
18,254,976 shares of Common Stock. As a result, 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.
<PAGE> 12
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, as
amended on March 9, 1998, alleges that by failing to reimburse
him for expenses, including attorneys' fees and other charges,
incurred by him in the Shoen Litigation and in the subsequent
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 both motions were denied.
Sophia M. Shoen, a major stockholder of the Company, entered
into an agreement with the Company 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. Pursuant to the
agreement, (1) the Company paid Sophia M. Shoen $1.25 million,
(2) the Rights Agreement was terminated, (3) Sophia M. Shoen
released the Company and others from any liability relating to
the foregoing proceedings and the Rights Agreement, (4) the
Company released 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 was
released from the Stockholder Agreement.
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements as
of March 31, 1999, 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. 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 1999 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 26, 1999. Proposals to be
presented at the 1999 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.
<PAGE> 13
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year
ended March 31, 1998 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, 1998, 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> 1
EXHIBIT A
AMERCO 1998 ANNUAL MEETING OF STOCKHOLDERS
August 28, 1998
Reno, Nevada
MEETING PROCEDURES
In fairness to all stockholders attending the 1998 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, 1998.
(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,
<PAGE> 2
(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 28, 1998
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 1998 Annual Meeting of
Stockholders, and at any adjournment thereof.
Election of Directors:
[ ] For all Nominees listed below except as [ ] Withhold Authority
marked to the contrary below to vote marked for all nominees
listed below
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike line through the nominee's name below.)
CLASS IV (term expires 2002) William E. Carty, Charles J. Bayer
CLASS I (term expires 1999) __________________, ________________________
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.
