July 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AMERCO Definitive Proxy Statement
Ladies and Gentlemen:
Pursuant to Rule 14a-6(b), promulgated pursuant to the Securities
Exchange Act of 1934, as amended, I have attached for filing, on behalf of
AMERCO, a Nevada corporation (the "Company"), the definitive Proxy Statement
relating to the Company's 2000 Annual Meeting of Stockholders to be held on
September 8, 2000. The Company intends to release definitive proxy materials
to the Company's stockholders on or after July 28, 2000.
If you have any questions, please contact me at (602) 263-6671 or
Michael M. Donahey at (602) 382-6381.
Sincerely,
AMERCO
/s/ Gary V. Klinefelter
Gary V. Klinefelter
Secretary and General Counsel
Enclosure
<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:
[ ] Fee paid previously with preliminary materials:
<PAGE>
[ ] 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 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 8, 2000
TO THE STOCKHOLDERS:
The 2000 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, September 8, 2000, at 11:00 a.m. (local time) to (1) elect two Class II
Directors to serve until the 2004 Annual Meeting of Stockholders; and (2)
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 11, 2000 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, 2000, is
enclosed, but is not deemed to be part of the official proxy soliciting
materials.
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 28, 2000
<PAGE> 1
AMERCO[REGISTERED]
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 8, 2000
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 2000 Annual Meeting of Stockholders to be held on
Friday, September 8, 2000 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 July 11, 2000 (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 16,749,492
shares of its Common Stock, $0.25 par value, and 5,612,495 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 28, 2000.
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 II directors will be elected to serve until the 2004 Annual Meeting of
Stockholders. It is the intention of the individual named in the enclosed form
of proxy to vote for the two 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 II
director nominees receiving the largest number of votes in favor of their
election will be elected as Class II directors.
<PAGE> 2
Directors are elected by a plurality of the shares represented at the
meeting, in person or by proxy, and entitled to vote at the Annual Meeting,
provided that a quorum is present. Votes may be cast FOR the nominees or
WITHHELD. In addition, a stockholder may indicate that he or she is voting FOR
the nominee except for any nominee(s) specified in writing on the proxy card.
The two nominees who receive the greatest number of votes cast FOR the election
of such nominees shall be elected as directors. As a result, any vote other
than a vote FOR the nominee will have the practical effect of voting AGAINST the
nominee. An abstention will have the same effect as voting WITHHELD for
election of directors, and a broker non-vote will not be treated as voting in
person or by proxy on the proposal.
Management Nominees For Election As Class II Directors
(To serve until the 2004 Annual Meeting)
Edward J. Shoen
Richard J. Herrera
EDWARD J. SHOEN, 51, 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
International, Inc. ("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, 46, 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 has served as
Vice President of Marketing, Retail Sales for U-Haul since 1988.
Directors Continuing In Office
Name Term Expires
---- ------------
Class III..........John M. Dodds 2001
Class III..........James P. Shoen 2001
Class IV...........William E. Carty 2002
Class IV...........Charles J. Bayer 2002
Class I............John P. Brogan 2003
Class I............James J. Grogan 2003
JOHN M. DODDS, 63, 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, 40, has served as a director of the Company since 1986 and
Vice President of the Company since 1989. Mr. Shoen has been associated with
the Company since 1976. He has served from 1990 to present as Executive Vice
President of U-Haul.
WILLIAM E. CARTY, 73, has served as a Director of the Company since 1987
and as a Director of 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, 60, 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.
JOHN P. BROGAN, 56, has served as a Director of the Company since August
1998 and has served as the Chairman of Muench-Kreuzer Candle Company since 1980.
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.
<PAGE> 3
JAMES J. GROGAN, 46, has served as a Director of the Company since August
1998 and has served as President and Chief Executive Officer of Samoth Capital,
a real estate firm, since 1998. He was the Senior Executive Vice President of
UDC Homes, a homebuilder, from 1996 to 1998 and was 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.
OTHER INFORMATION REGARDING THE BOARD OF DIRECTORS
The full Board of Directors of the Company met four times during the fiscal year
ended March 31, 2000. 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 appointed the following standing committees: Audit Committee,
Compensation Committee and the Executive Finance Committee. The Company does
not have a nominating committee. Listed below is a summary of the Company's
three committees, and the membership of those committees during fiscal year
2000.
Audit Committee. The Audit Committee reviews the annual financial statements
and significant accounting issues and the scope of the audit with the Company's
independent auditors and is available to discuss with the auditors any other
audit related matters that may arise during the year. The Company's Audit
Committee met separately at one formal meeting during the fiscal year ended
March 31, 2000. The Audit Committee consists of Messrs. Brogan, Grogan and
Dodds, non-employee directors of the Company.
Executive Finance Committee. The Executive Finance Committee is authorized
to act on behalf of the Board of Directors in approving any transaction
involving the finances of the Company. It 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, John P. Brogan and Charles J. Bayer.
Compensation Committee. The Compensation Committee reviews the Company
executive compensation plans and policies, including benefits and incentives, to
ensure that they are consistent with the goals and objectives of the Company.
It reviews and makes recommendations to the Board of Directors regarding
management recommendations for changes in executive compensation. The
Compensation Committee also monitors management plans and programs for the
retention, motivation and development of senior management. The Compensation
Committee met once during the fiscal year ending March 31, 2000. The
Compensation Committee consists of Messrs. Brogan and Grogan, non-employee
directors of the Company.
See "Security Ownership of Certain Beneficial Owners and Management"
(pages 4-5) and "Certain Relationships and Related Transactions" (page 9) for
additional information relating to the directors.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the best of the Company's knowledge, the following table lists, as of
June 30, 2000, (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 8, 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 2000 fiscal year in respect of fleet-owner contracts
issued by U-Haul.
<TABLE>
<CAPTION>
Shares of Common Percentage Percentage of Net
Name and Address Stock Benefically of Common Fleet Owner
of Beneficial Owner Owned Stock Class Contract Payments
<S> <C> <C> <C> <C>
Edward J. Shoen(1) Chairman of the Board 3,487,378 (2) 15.6 .005
President and Director
Nominee
2727 N. Central Ave
Phoenix, AZ 85004
Mark V. Shoen(1) President, U-Haul 3,351,254 (2) 15.4 .005
Phoenix Operations
2727 N. Central Ave
Phoenix, AZ 85004
James P. Shoen Director and 2,232,205 (2) 10.2 .013
Vice President
1325 Airmotive Way
Reno, NV 89502
Paul F. Shoen P.O. Box 524 1,649,058 (2) 7.4 .003
Glenbrook, NV 89413
Sophia Shoen 5104 N. 32nd Street 1,388,472 (2) 6.2 .014
Phoenix, AZ 85018
The ESOP Trust(2) 2727 N. Central Ave 2,744,048 12.3 N/A
Phoenix, AZ 85004
John M. Dodds Director 0 0 N/A
2727 N. Central Ave
Phoenix, AZ 85004
William E. Carty(1) Director 0 0 N/A
2727 N. Central Ave.
Phoenix, AZ 85004
Charles J. Bayer Director 2,088 ** .003
2727 N. Central Ave.
Phoenix, AZ 85004
John P. Brogan Director 4,600 ** N/A
2727 N. Central Ave.
Phoenix, AZ 85004
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
Shares of Common Percentage Percentage of Net
Name and Address Stock Benefically of Common Fleet Owner
of Beneficial Owner Owned Stock Class Contract Payments
<S> <C> <C> <C> <C>
James J. Grogan Director 100 ** N/A
2727 N. Central Ave.
Phoenix, AZ 85004
Richard J. Herrera Director and Director 1,585 ** N/A
Nominee
2727 N. Central Ave.
Phoenix, AZ 85004
Donald W. Murney Treasurer of U-Haul 2,316 ** N/A
2727 N. Central Ave.
Phoenix, AZ 85004
Gary V. Klinefelter Secretary and General 3,246 ** N/A
Counsel
2727 N. Central Ave.
Phoenix, AZ 85004
Officers and Directors as a group 9,094,071 40.67 .061
(17 persons)(1)
**The percentage of the referenced class beneficially owned is less than one percent.
</TABLE>
(1) Edward J. Shoen, Mark V. Shoen, and William E. Carty beneficially own
12,600 shares (0.2%), 7,700 shares (0.1%), and 6,000 shares (0.1%) 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) 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 are
voted by the ESOP Trustee. As of June 30, 2000, of the 2,744,048 shares
of Common Stock held by the ESOP Trust, 1,713,902 shares were allocated
to participants and 1,030,146 shares remained unallocated. The number
of shares reported as beneficially owned by Edward J. Shoen, Mark V. Shoen,
James P. Shoen, Paul F. Shoen, and Sophia M. Shoen include Common Stock
held directly by those individuals and 3,697, 3,423, 3,391, 779, and 196
shares of Common Stock, respectively, allocated by the ESOP Trust to those
individuals. Those shares are also included in the number of shares held
by the ESOP Trust.
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> 6
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the annual compensation paid
to (1) the Company's chief executive officer and (2) the four most highly
compensated executive officers of the Company, other than the chief executive
officer.
Summary Compensation Table
Annual Compensation
----------------------------------
All Other
---------
Salary Bonus Compensation
------ ----- ------------
Name and Principal Position Year ($)(1) ($) ($)(2)
--------------------------- ---- ------ --- ------
Edward J. Shoen 2000 503,708 - 1,755
Chairman of the Board 1999 503,708 - 6,250
and President of AMERCO 1998 503,708 - 9,393
and U-Haul
James P. Shoen 2000 649,478 - 1,755
Vice President 1999 649,478 - 6,250
and Director of AMERCO 1998 654,477 - 9,393
Mark V. Shoen 2000 623,077 - 1,755
President of U-Haul 1999 607,077 - 6,250
Phoenix Operations 1998 629,744 - 9,393
Donald W. Murney 2000 147,008 175,000 1,755
Treasurer of U-Haul 1999 147,008 175,000 5,547
1998 142,008 - 9,393
Gary V. Klinefelter 2000 221,701 50,000 1,755
Secretary and General Counsel 1999 223,393 55,000 6,250
of AMERCO and U-Haul 1998 216,161 55,000 9,393
_________________
(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.
<PAGE> 7
BOARD REPORT ON EXECUTIVE COMPENSATION
While the Company has established a Compensation Committee, the entire
Board of Directors reviewed and determined the amount of compensation paid to
the Chairman of the Board and President for fiscal 2000. 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 2000, the Chairman of the Board
and President has historically and continued to make 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. As of June 30, 2000, no awards had been made under
such plan.
John P. Brogan James J. Grogan
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Company's Common Stock for the period March 31, 1995 through March 31, 2000 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, 1995 in the Company's Common Stock and in each of the comparison
indices. The graph reflects the closing price of the Common Stock trading on
Nasdaq on March 31, 1995, 1996, 1997, 1998, 1999 and 2000.
(The following descriptive data is supplied in accordance with Rule 304(d)
of Regulation S-T.)
1995 1996 1997 1998 1999 2000
AMERCO 100.00 113.45 119.30 143.86 100.58 85.96
Dow Jones Composite Average 100.00 130.66 148.47 206.26 214.70 221.91
Dow Jones Transportation 100.00 131.57 144.17 218.68 201.68 168.93
Average
<PAGE> 8
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Executive officers as of June 30, 2000, were:
Name Age Office
---- --- ------
Edward J. Shoen 51 Chairman of the Board, President, and Director
Mark V. Shoen 49 President of U-Haul Phoenix Operations
James P. Shoen 40 Director and Vice President
William E. Carty 73 Director
John M. Dodds 63 Director
Charles J. Bayer 60 Director
Richard J. Herrera 46 Director
John P. Brogan 56 Director
James J. Grogan 46 Director
Gary B. Horton 56 Treasurer
Gary V. Klinefelter 52 Secretary and General Counsel
George R. Olds 58 Assistant Secretary
Rocky D. Wardrip 42 Assistant Treasurer
Donald W. Murney 40 Treasurer of U-Haul
John C. Taylor 42 Director of U-Haul
David Schmeltz 42 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,
Richard J. Herrera, John P. Brogan and James J. Grogan.
Mark V. Shoen has 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
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.
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.
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.
<PAGE> 9
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000, U-Haul purchased $3,371,000 of printing from Form
Builders, Inc. Mark V. Shoen, his daughter and Edward J. Shoen's sons are major
stockholders of Form Builders, Inc.
During fiscal 2000, U-Haul sold $3,910,000 of remanufactured engines and
small automotive parts and purchased $38,373,000 of automotive parts and tools
from Equipment Universe. James P. Shoen has a beneficial minority ownership
interest in Equipment Universe.
During fiscal 2000, U-Haul purchased $2,508,000 of rebuilt torque
converters and other related transmission parts from Automatic Machine Works.
James P. Shoen's mother has a major ownership interest in Automatic Machine
Works.
During fiscal 2000, 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
interest payments of $20,111,000 from SAC Holdings during fiscal 2000. The
notes receivable balance outstanding at March 31, 2000 was, in the aggregate,
$153,067,000. The notes have interest rates ranging from 8.37% to 13.0%. The
largest aggregate amount outstanding during the fiscal year ended March 31, 2000
was $199,532,000.
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 $4,482,000 during fiscal 2000. The management fee is
consistent with the fees received by the Company for other properties managed by
the Company.
Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
INDEPENDENT PUBLIC ACCOUNTANTS
It is contemplated that the Company's financial statements as of
March 31, 2001, and for the year then ending will be examined by
PricewaterhouseCoopers LLP, independent certified public accountants.
Representatives of PricewaterhouseCoopers 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
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership of, and transactions in, the Company's securities with the Securities
and Exchange Commission. Such directors, executive officers and 10% stockholders
are also required to furnish the Company with copies of all Section 16(a) forms
they file.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
For inclusion in the proxy statement and form of proxy relating to the 2001
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 30, 2001. Proposals to be presented at the 2001 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> 10
OTHER MATTERS
A copy of the Company's Annual Report for the fiscal year ended
March 31, 2000 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, 2000, 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> 11
EXHIBIT A
AMERCO 2000 ANNUAL MEETING OF STOCKHOLDERS
September 8, 2000
Reno, Nevada
MEETING PROCEDURES
In fairness to all stockholders attending the 2000 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 ofthe 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, 2000.
(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> 12
(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>
Appendix
PROXY
AMERCO
ANNUAL MEETING DATE:
September 8, 2000
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
2000 Annual Meeting of Stockholders, and at any adjournment thereof.
Election of Directors:
[ ] For all Nominees listed below except as marked to the contrary below
[ ] Withhold Authority to vote 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 2004) Edward J. Shoen, Richard J. Herrera
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.
