<PAGE> 1
This is Amendment No. 7 to Schedule 13D originally filed on May 11, 1992.
This Amendment includes a restatement of entire text of Schedule 13D as
amended as required by Regulation S-T Subpart 232.101.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
AMERCO
- --------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, $0.25 par value per share
- --------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
02359100
- --------------------------------------------------------------------
(CUSIP NUMBER)
Gary V. Klinefelter, Esq.
2727 North Central Avenue
Phoenix, Arizona 85021
(602) 263-6671
- --------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 24, 1994
- --------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
- -----------------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(The Exhibit Index is located on Page 22)
<PAGE> 2
AMENDMENT NO. 7 TO SCHEDULE 13D
PURSUANT TO RULE 13d-2
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
A group consisting of EJOS, Inc., an Arizona corporation
("EJOS"); Edward J. Shoen; M.V.S., Inc., a Nevada corporation
("M.V.S."); Mark V. Shoen; Japal, Inc., a Nevada corporation
("Japal"); James P. Shoen; Pafran, Inc., a Nevada corporation
("Pafran"); Paul F. Shoen; Sophmar, Inc., a Nevada corporation
("Sophmar"); Sophia M. Shoen; and The AMERCO Employee Savings and
Profit Sharing and Employee Stock Ownership Trust ("The ESOP Trust")
filed a Schedule 13D with the Securities and Exchange Commission (the
"Commission") on May 21, 1992 (the "Original Schedule 13D"). The
Original Schedule 13D was amended by Amendment No. 1 filed with the
Commission on August 21, 1992, by Amendment No. 2 filed with the
Commission on April 19, 1993, Amendment No. 3 filed with the
Commission on June 12, 1993, Amendment No. 4 filed with the
Commission on September 17, 1993, and Amendment No. 5 filed with the
Commission on April 25, 1994, and Amendment No. 6 filed with the
Commission on May 31, 1994. This Amendment No. 7, pursuant to Rule
13d-2 under the Securities Exchange Act of 1934 (the "1934 Act"),
amends and restates in the entirety the cover pages and statements
under Items 1-7 of the Original Schedule 13D, as amended by
Amendments Nos. 1, 2, 3, 4, 5, and 6.
COVER PAGES.
- -----------
As a result of the Series A Share Exchange (described in
Item 4 below), Edward J. Shoen now owns 3,483,681 shares of the
Company's Series A Common Stock, $0.25 par value (the "Series A
Stock") and no longer owns any shares of the Company's Common Stock,
$0.25 par value (the "Common Stock").
Additionally, as a result of the Sales to the ESOP Trust
(described in Item 4 below), Sophia M. Shoen and Paul F. Shoen now
own 2,213,472 and 3,419,690 shares, respectively, of the Common
Stock, and 1,086,941 shares of the Common Stock are allocated and
1,907,714 shares of the Common Stock are unallocated in the ESOP
Trust.
Accordingly, the cover pages are hereby amended in their
entirety, to reflect (i) the Series A Share Exchange and (ii) the
Sales to the ESOP Trust, as follows:
<PAGE> 3
CUSIP No. 02359100
13D
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. Shoen
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE> 4
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark V. Shoen
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE> 5
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Shoen
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARES VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE> 6
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul F. Shoen
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARES VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE> 7
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sophia M. Shoen
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- ---------------------------------------------------------------------
<PAGE> 8
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust dated December 20, 1982 between Edward J.
Shoen, as grantor, and Oxford Life Insurance Company, as
trustee
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- --------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 9
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust dated December 10, 1982 between Mark V.
Shoen, as grantor, and Oxford Life Insurance Company, as
trustee
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 10
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust dated December 20, 1982 between James P.
Shoen, as grantor, and Oxford Life Insurance Company, as
trustee
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 11
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust dated December 20, 1982 between
Paul F. Shoen, as grantor, and Oxford Life Insurance
Company, as trustee
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 12
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irrevocable Trust dated December 10, 1982 between
Sophia M. Shoen, as grantor, and Oxford Life Insurance
Company, as trustee
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 13
CUSIP No. 02359100
13D
- ---------------------------------------------------------------------
1. NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The AMERCO Employee Savings and Profit Sharing and Employee Stock
Ownership Trust
- ---------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------
3. SEC USE ONLY
- ---------------------------------------------------------------------
4. SOURCE OF FUNDS
00
- ---------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona, United States
- ---------------------------------------------------------------------
------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
------------------------------------------------------
OWNED 8. SHARED VOTING POWER
BY
EACH 18,388,754
------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
18,388,754
- ---------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,388,754
- ---------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ---------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.56
- ---------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
- ---------------------------------------------------------------------
<PAGE> 14
ITEM 1. SECURITY AND ISSUER.
-------------------
The information set forth in Item 1 is revised in its entirety
to read as follows:
The title of the class of equity securities to which this
Statement relates is: AMERCO common stock, which currently consists
of the Common Stock and the Series A Stock. The name of the issuer
of the Common Stock and Series A Stock is AMERCO. The address of the
principal executive offices of AMERCO is:
AMERCO
1325 Airmotive Way
Suite 100
Reno, Nevada 89502-3239
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
The information set forth in Item 2 is revised in its entirety
to read as follows:
This Statement is being filed on behalf of a "group," as such
term is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the "1934 Act").
The group presently consists of Edward J. Shoen; Mark V. Shoen;
James P. Shoen; Paul F. Shoen; Sophia M. Shoen; an Irrevocable Trust,
dated December 20, 1982, between Edward J. Shoen and Oxford Life
Insurance Company, as Trustee (the "E Trust"); an Irrevocable Trust,
dated December 20, 1982, between Mark V. Shoen and Oxford Life
Insurance Company, as Trustee (the "M Trust"); an Irrevocable Trust,
dated December 20, 1982, between James P. Shoen and Oxford Life
Insurance Company, as Trustee (the "J Trust"); an Irrevocable Trust,
dated December 20, 1982, between Paul F. Shoen and Oxford Life
Insurance Company, as Trustee (the "P Trust"); an Irrevocable Trust,
dated December 20, 1982, between Sophia M. Shoen and Oxford Life
Insurance Company, as Trustee (the "S Trust"); and The ESOP Trust.
Edward J. Shoen
Business Address: 2727 N. Central Ave.
Phoenix, AZ 85004
Principal Occupations: Chairman of the Board and
President of AMERCO
Mark V. Shoen
Business Address: 2727 N. Central Ave.
Phoenix, AZ 85004
Principal Occupations: Director
James P. Shoen
Business Address: 1325 Airmotive Way
Suite 100
Reno, NV 89502
Principal Occupations: Director and Vice President
<PAGE> 15
Paul F. Shoen
Business Address: P.O. Box 524
Glenbrook, NV 89413
Principal Occupations: Management Consultant
Sophia M. Shoen
Business Address: 5104 N. 32nd Street
Phoenix, AZ 85018
Principal Occupations: President and Chairman of the
Board of Global Objectives,
Inc.
Irrevocably Trust
between Edward J. Shoen
and Oxford Life Insurance
Company, as Trustee
State of Organization: Arizona
Principal Business: Holding and
managing the trust estate
assets, including Shares
of Common Stock
Address of Principal Office: 2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust
between Mark V. Shoen
and Oxford Life Insurance
Company, as Trustee
Address of Principal Office: 2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust
between James P. Shoen
and Oxford Life Insurance
Company, as Trustee
Address of Principal Office: 2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust
between Paul F. Shoen
and Oxford Life Insurance
Company, as Trustee
Address of Principal Office: 2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust
between Sophia M. Shoen
and Oxford Life Insurance
Company, as Trustee
Address of Principal Office: 2721 N. Central Ave.
Phoenix, AZ 85004
The ESOP Trust
Address of Principal Office: 2727 N. Central Ave.
Phoenix, AZ 85004
Principal Business: Employee Benefit Trust
<PAGE> 16
During the last five years none of the above persons
(including those persons that comprise the "ESOP Trustee") has (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or
fining any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The information set forth in Item 3 is supplemented to read
as follows:
The shares of Common Stock beneficially owned by Edward J.
Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen, and Sophia M.
Shoen were acquired individually pursuant to gifts made to such
persons and/or pursuant to distributors from family trust. The
shares of Common Stock held by the Irrevocable Trusts were acquired
by a series of reorganizations and share exchanges as described in
Amendments Nos. 1, 2, 4, and 6. The shares of Common Stock held in
the ESOP Trust were acquired in accordance with the provisions of the
AMERCO Employee Savings, Profit Sharing, and Employee Stock Ownership
Plan and as a result of the Sales to the ESOP Trust (described in
Item 4 below).
The shares of Series A Stock beneficially owned by Edward J.
Shoen, Mark V. Shoen, and James P. Shoen were acquired as a result of
the Series A Share Exchanges described in Amendment No. 5 and Item 4
below.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The information set forth in Item 4 is supplemented to read
as follows:
On August 24, 1994, the Company entered into an Exchange
Agreement with Edward J. Shoen. On February 4, 1994, the Company
filed a Certificate of Designation, Preference, and Rights of Series
A Common Stock with the Secretary of State of Nevada designating
10,000,000 shares of the Company's Serial Common Stock as Series A
Common Stock. In exchange for 3,483,681 shares of Common Stock owned
by Edward J. Shoen, the Company issued 3,483,681 shares of Series A
Stock to Edward J. Shoen. The Common Stock is substantially similar
to the Series A Stock. The transactions described in this paragraph
are referred to as the "Common Stock Share Exchange."
Pursuant to a Share Repurchase and Registration Rights
Agreement dated as of May 1, 1992, Sophia M. Shoen sold 88,235 shares
of Common Stock to the ESOP Trust on June 30, 1994, and now owns
2,213,472 shares of the Common Stock. In addition, pursuant to a
Share Repurchase and Registration Rights Agreement dated as of March
1, 1992, Paul F. Shoen sold 58,823 shares of Common Stock to the ESOP
Trust on June 30, 1994 and now owns 3,419,690 shares of the Common
Stock. These transactions described in this paragraph are
collectively referred to as the "Sales to the ESOP Trust." As a
result of the sales to the ESOP Trust, the ESOP Trust holds 2,994,635
<PAGE> 17
shares of Common Stock, of which 1,086,941 are allocated to
participants of the ESOP Trust and 1,907,714 remain unallocated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
The information set forth in Item 5 is revised in its
entirety to read as follows:
Edward J. Shoen, the E Trust, Mark V. Shoen, the M Trust, the J
- ----------------------------------------------------------------
Trust, James P. Shoen, Paul F. Shoen, the P Trust, the S Trust,
- ----------------------------------------------------------------
Sophia M. Shoen, the ESOP Trust, and the ESOP Trustee, as a group
- -----------------------------------------------------------------
(i) Aggregate number of shares: 18,388,754
(ii) Percentage of class: 47.56*
(iii) Sole voting power:
(iv) Shared voting power: 18,388,754
(v) Sole dispositive power:
(vi) Shared dispositive power: 18,388,754
Edward J. Shoen (without regard to the Stockholder Agreement)
- -------------------------------------------------------------
(i) Aggregate number of shares: 3,483,681
(ii) Percentage of class: 8.85
The E Trust (without regard to the Stockholder Agreement)
- ---------------------------------------------------------
(i) Aggregate number of shares: 559,443
(ii) Percentage of class: 1.45
Mark V. Shoen (without regard to the Stockholder Agreement)
- -----------------------------------------------------------
(i) Aggregate number of shares: 3,475,520
(ii) Percentage of class: 8.99
The M Trust (without regard to the Stockholder Agreement)
- ---------------------------------------------------------
(i) Aggregate number of shares: 527,604
(ii) Percentage of class: 1.36
The J Trust (without regard to the Stockholder Agreement)
- ---------------------------------------------------------
(i) Aggregate number of shares: 337,426
(ii) Percentage of class: 0.87
James P. Shoen (without regard to the Stockholder Agreement)
- ------------------------------------------------------------
(i) Aggregate number of shares: 2,278,814
(ii) Percentage of class: 5.89
The P Trust (without regard to the Stockholder Agreement)
- ---------------------------------------------------------
(i) Aggregate number of shares: 71,976
(ii) Percentage of class: 0.19
* Based on 38,664,063 outstanding shares which include shares of the
- ---------------------------------------------------------------------
Common Stock and 9,238,015 shares of the Series A Stock.
- --------------------------------------------------------
<PAGE> 18
Paul F. Shoen (without regard to the Stockholder Agreement)
- -----------------------------------------------------------
(i) Aggregate number of shares: 3,478,513
(ii) Percentage of class: 9.00
The S Trust (without regard to the Stockholder Agreement)
- ---------------------------------------------------------
(i) Aggregate number of shares: 108,891
(ii) Percentage of class: 0.28
Sophia M. Shoen (without regard to the Stockholder Agreement)
- -------------------------------------------------------------
(i) Aggregate number of shares: 2,301,707
(ii) Percentage of class: 5.95
The ESOP Trust (without regard to the Stockholder Agreement)
- ------------------------------------------------------------
(i) Aggregate number of shares: 1,086,941<F1>
(ii) Percentage of class: 2.81
The ESOP Trustee (without regard to the Stockholder Agreement)
- --------------------------------------------------------------
(i) Aggregate number of shares: 1,086,941<F1>
(ii) Percentage of class: 2.81
Except as described in Item 4 hereof, no persons effected
any transactions in Common Stock during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
----------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------------
Following the Series A Share Exchange, Edward J. Shoen
appointed James P. Shoen as proxy to vote his shares in accordance
with the Amended and Restated Stockholder Agreement dated as of May
1, 1992, among EJOS, Inc., Edward J. Shoen, M.V.S., Inc., Mark V.
Shoen, Japal, Inc., James P. Shoen, Pafran, Inc., Paul F. Shoen,
Sophmar, Inc., Sophia M. Shoen, and Edward J. Shoen, Gary B. Horton
and Donald W. Murney, as Trustees of the ESOP Trust (the "Stockholder
Agreement").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Attached to this Amendment No. 7 as exhibits are the
following:
Statement Pursuant to Rule 13d-1(f), the Exchange Agreement
with Edward J. Shoen, the Exchange Agreement with Mark V.
----------------------
<F1>These shares include shares allocated to the accounts of
Edward J. Shoen (2082.40 shares), Mark V. Shoen (1807.80 shares),
James P. Shoen (1776.73 shares), Paul F. Shoen (779.33 shares), and
Sophia M. Shoen (196.87 shares) pursuant to the Plan of which the
ESOP Trust is a part. These shares are not included in the number of
shares beneficially owned by Edward J. Shoen, Mark V. Shoen, James P.
Shoen, Paul F. Shoen, and Sophia M. Shoen as disclosed in this Item 5.
<PAGE> 19
Shoen dated as of February 1, 1994, the Exchange Agreement
with James P. Shoen dated as of February 1, 1994, and the
Stockholder Agreement.
<PAGE> 20
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment
No. 7 to Schedule 13D is true, complete, and correct.
THE AMERCO EMPLOYEE SAVINGS,
PROFIT SHARING AND EMPLOYEE
STOCK OWNERSHIP TRUST
/s/ Edward J. Shoen By: /s/ Edward J. Shoen
- ------------------- --------------------
EDWARD J. SHOEN, EDWARD J. SHOEN,
Date: September 7, 1994 Trustee
Date: September 7, 1994
/s/ Mark V. Shoen By: /s/ Gary B. Horton
- ----------------- -------------------
MARK V. SHOEN GARY B. HORTON,
Date: September 7, 1994 Trustee
Date: September 7, 1994
By: /s/ Donald W. Murney
- ------------------- --------------------
SOPHIA M. SHOEN DONALD W. MURNEY,
Date: ___________, 1994 Trustee
Date: September 7, 1994
/s/ James P. Shoen
- ------------------
JAMES P. SHOEN
Date: September 7, 1994
- -----------------
PAUL F. SHOEN
Date: ___________, 1994
<PAGE> 21
OXFORD LIFE INSURANCE OXFORD LIFE INSURANCE
COMPANY, Trustee under that COMPANY, Trustee under that
certain Irrevocable Trust certain Irrevocable Trust
dated December 20, 1982 dated December 20, 1982
(James P. Shoen, grantor) (Mark V. Shoen, grantor)
By: /s/ Mark A. Haydukovich By: /s/ Mark A. Haydukovich
-------------------------- --------------------------
Its Vice President Its Vice President
Date: September 7, 1994 Date: September 7, 1994
OXFORD LIFE INSURANCE OXFORD LIFE INSURANCE
COMPANY, Trustee under that COMPANY, Trustee under that
certain Irrevocable Trust certain Irrevocable Trust
dated December 20, 1982 dated December 20, 1982
(Paul F. Shoen, grantor) (Sophia M. Shoen, grantor)
By: /s/ Mark A. Haydukovich By: /s/ Mark A. Haydukovich
-------------------------- --------------------------
Its Vice President Its Vice President
Date: September 7, 1994 Date: September 7, 1994
OXFORD LIFE INSURANCE
COMPANY, Trustee under that
certain Irrevocable Trust
dated December 20, 1982
(Edward J. Shoen, grantor)
By: /s/ Mark A. Haydukovich
--------------------------
Its Vice President
Date: September 7, 1994
<PAGE> 22
EXHIBIT INDEX
-------------
Exhibit Description Sequential Page No.
- ---------------------------------------------------------------------
1 Statement Pursuant to Rule 13d-1(f) . . . . . . . . . . . 23
2 Exchange Agreement with Edward J. Shoen . . . . . . . . . 25
3 Exchange Agreement with Mark V. Shoen . . . . . . . . . . 30
4 Exchange Agreement with James P. Shoen. . . . . . . . . . 35
5 Stockholder Agreement . . . . . . . . . . . . . . . . . . 40
<PAGE> 23
EXHIBIT 1
---------
STATEMENT PURSUANT TO RULE 13d-1(f)
-----------------------------------
The undersigned parties hereto, Edward J. Shoen, Mark V.
Shoen, James P. Shoen, Paul F. Shoen, Sophia M. Shoen, The AMERCO
Employee Savings and Profit Sharing and Employee Stock Ownership
Trust, Oxford Life Insurance Company, Trustee under an Irrevocable
Trust established by Edward J. Shoen, Oxford Life Insurance Company,
Trustee under an Irrevocable Trust established by Mark V. Shoen,
Oxford Life Insurance Company, Trustee under an Irrevocable Trust
established by James P. Shoen, Oxford Life Insurance Company, Trustee
under an Irrevocable Trust established by Paul F. Shoen, and Oxford
Life Insurance Company, Trustee under an Irrevocable Trust
established by Sophia M. Shoen, hereby consent and agree to file a
joint statement on Schedule 13D under the Securities Exchange Act of
1934, as amended, on behalf of each of them, with respect to shares
of common stock or other voting stock of AMERCO beneficially owned by
them, together with any or all amendments thereto, when and if
appropriate. The parties hereto further consent and agree to file
this Statement pursuant to Rule 13d-1(f) as an exhibit to such
Schedule 13D, thereby incorporating the same into such Schedule 13D.
THE AMERCO EMPLOYEE SAVINGS,
PROFIT SHARING and EMPLOYEE
STOCK OWNERSHIP TRUST
/s/ Edward J. Shoen
- -------------------
EDWARD J. SHOEN By:/s/ Edward J. Shoen
Date: September 7, 1994 --------------------
EDWARD J. SHOEN,
Trustee
Date: September 7, 1994
/s/ James P. Shoen
- ------------------
JAMES P. SHOEN By:/s/ Gary B. Horton
Date: September 7, 1994 -------------------
GARY B. HORTON,
Trustee
Date: September 7, 1994
- -------------------
SOPHIA M. SHOEN By:/s/ Donald W. Murney
Date: September 7, 1994 --------------------
DONALD W. MURNEY,
Trustee
Date: September 7, 1994
- -----------------
PAUL F. SHOEN
Date: September 7, 1994
/s/ Mark V. Shoen
- -----------------
MARK V. SHOEN
Date: September 7, 1994
<PAGE> 24
OXFORD LIFE INSURANCE OXFORD LIFE INSURANCE
COMPANY, Trustee under that COMPANY, Trustee under that
certain Irrevocable Trust certain Irrevocable Trust
dated December 20, 1982 dated December 20, 1982
(Sophia M. Shoen, grantor) (James P. Shoen, as grantor)
By: /s/ Mark A. Haydukovich By: /s/ Mark A. Haydukovich
------------------------------ ---------------------------
Its Vice President Its Vice President
Date: September 7, 1994 Date: September 7, 1994
OXFORD LIFE INSURANCE OXFORD LIFE INSURANCE
COMPANY, Trustee under that COMPANY, Trustee, under that
certain Irrevocable Trust certain Irrevocable Trust
dated December 20, 1982 dated December 20, 1982
(Mark V. Shoen, grantor) (Paul F. Shoen, grantor)
By: /s/ Mark A. Haydukovich By: /s/ Mark A. Haydukovich
-------------------------- --------------------------
Its Vice President Its Vice President
Date: September 7, 1994 Date: September 7, 1994
OXFORD LIFE INSURANCE
COMPANY, Trustee under that
certain Irrevocable Trust
dated December 20, 1982
(Edward J. Shoen, grantor)
By: /s/ Mark A. Haydukovich
-------------------------
Its Vice President
Date: September 7, 1994
<PAGE> 25
EXHIBIT 2
---------
EXCHANGE AGREEMENT
------------------
THIS EXCHANGE AGREEMENT (the "Agreement") is entered
into by and between AMERCO, a Nevada corporation (the "Company"),
and Edward J. Shoen ("the Shareholder").
RECITALS
--------
WHEREAS, the Shareholder is the record owner of an
aggregate of 3,483,681 shares (the "Existing Shares") of the
Company's common stock, par value $0.25 per share; and
WHEREAS, the Company has authorized the issuance of
Series A Common Stock, $0.25 par value (the "Series A Stock"), of
the Company and has filed a certificate of designation, preference,
and rights with the Nevada Secretary of State setting forth the
preferences and relative participating, optional, or other special
rights of the Series A Stock and the qualifications, limitations,
or restrictions thereof to the extent not theretofore set forth in
the Company's Articles of Incorporation, as amended; and
WHEREAS, the Company has determined that it is in its
best interests that the Existing Stock be exchanged, on a one for
one basis, for shares of Series A Stock.
NOW THEREFORE, for and in consideration of the respective
agreements, representations, and warranties contained herein, the
parties hereto agree as follows.
ARTICLE I
EXCHANGE OF STOCK
1.1 Exchange. Subject to the terms and conditions set
--------
forth herein, the Shareholder hereby sells, transfers, conveys,
assigns, and delivers all of his respective shares of Existing
Stock in exchange for shares of Series A Stock on a one share for
one share basis.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
The Shareholder hereby represents, warrants, and agrees
as follows:
2.1 Authority of Shareholder. Pursuant to the Consent
------------------------
to Disposition of Common Stock of the Company, dated August __,
1994, the Shareholder has full power and legal right to transfer
the Existing Stock to the Company in exchange for Series A Stock as
<PAGE> 26
provided in Section 1.1 hereof and such transfer and exchange will
vest title to the Existing Stock in the Company free and clear of
any lien, pledge, charge, security interest, adverse claim, or
other encumbrance of any nature whatsoever.
2.2 No Breach or Violation. The execution and delivery
----------------------
by the Shareholder of this Agreement and of any other instrument
contemplated hereby to which the Company or the Shareholder will be
a party, and the consummation and performance of the transactions
contemplated hereby and thereby, have not resulted in, and will not
result in, and do not constitute a conflict with, a breach or
violation of, or a default or an event that, with notice or lapse
of time or both, would be a default, breach, or violation of, or an
event that would permit any party to terminate or to accelerate the
maturity of or any payment pursuant to (i) any term or provision of
any lease, bond, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, indebtedness, or obligation to which the Shareholder is
a party or by which he or any of his assets or properties is, or
may be, bound, (ii) any license, franchise, permit, or other
authorization, governmental or otherwise, held by the Shareholder,
and (iii) any law, judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or other
agency or body, governmental or otherwise.
2.3 Consents. The execution and delivery of this
--------
Agreement and the consummation and performance of the transactions
contemplated hereby do not require the approval, consent, or
authorization of, or any filing with or notice to, any federal,
state, local, or other agency or body, governmental or otherwise,
or any other third party.
2.4 Investment. The Shareholder is acquiring the Series
---------
A stock for his own account for investment purposes and not with a
view toward the public distribution thereof within the meaning of
the Securities Act of 1933, as amended.
2.5 First Right of Refusal. The Shareholder
----------------------
acknowledges and agrees that the Series A Stock will be subject to
the first right of refusal contained in Article VII, Section 2 of
the Company's By-Laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, and agrees as
follows:
3.1 Organization and Existence. The Company is a
--------------------------
corporation duly organized, validly existing, and in good standing
under the laws of the state of Nevada, and has all requisite
<PAGE> 27
corporate power to enter into and perform this Agreement and the
transactions contemplated hereby in the manner provided herein.
3.2 Authority of the Company. The execution, delivery,
------------------------
and performance by the Company of this Agreement has been duly
authorized by the Board of Directors of the Company ,and no further
corporate action is necessary on the part of the Company to make
this Agreement the legal, valid, and binding obligation of
Purchaser enforceable against it in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
4.1 By-Law Compliance. The Company hereby waives
-----------------
compliance by the Shareholder with Article VII, Section 2 of the
Company's By-Laws to the extent such provision relates to the
exchange of Series A Stock for Existing Stock contemplated hereby.
4.2 Application of Nevada Revised Statutes Sections
-----------------------------------------------
78.378 to 78.3793, Inclusive. As provided by the Company's By-
- ----------------------------
Laws, the provisions of Sections 78.378 to 78.3793, inclusive, of
the Nevada Revised Statutes shall not apply to the exchange of
Series A Stock for Existing Stock contemplated hereby.
4.3 Application of Nevada Revised Statutes Sections
-----------------------------------------------
78.411 to 78.444, Inclusive. As provided in a resolution
- ---------------------------
heretofore duly adopted by the Company's Board of Directors, the
provisions of Sections 78.411 to 78.444, inclusive, shall not apply
to the exchange of Series A Stock for Existing Stock contemplated
hereby and pursuant to such resolution and Nevada Revised Statutes
78.439.1, the transaction contemplated hereby has been approved by
the Company's Board of Directors.
4.4 Legends. The Series A Stock will bear the following
-------
legends:
"The Corporation will furnish to any
stockholder, upon request and without charge,
a statement of the powers, designations,
preferences, and relative, participating,
optional, or other special rights of each
class of stock or series thereof and the
qualifications, limitations, or restrictions
of such preferences and/or rights, so far as
the same shall have been fixed, and of the
authority of the Board of Directors to
designate and fix any preferences, rights, and
limitations of any wholly unissued series.
Any such request should be addressed to the
Secretary of the Corporation at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239."
<PAGE> 28
"The shares of stock represented by this
certificate have been issued based upon a
representation that they have been acquired
for investment and not with a view to the
public distribution thereof within the meaning
of the Securities Act of 1933, as amended. No
sale or transfer of the shares represented
hereby may be made unless, in the opinion of
counsel satisfactory to the issuer, the
contemplated transaction will not result in a
violation of said Act or of any state
securities law, rules, or regulation."
"The transfer of the shares represented by
this certificate is subject to a right of
first refusal by the Corporation as provided
in its By-Laws, and no transfer of this
certificate or the shares represented hereby
shall be valid or effective unless and until
such provision of the By-Laws shall have been
met. A copy of the By-Laws of the Corporation
is available for inspection at the principal
office of the Corporation."
4.5 Survival of Representations and Warranties.
------------------------------------------
Regardless of any investigation at any time made by or on behalf of
any party hereto, or of any information any party may have in
respect thereof, all covenants, agreements, representations, and
warranties made hereunder or pursuant hereto or in connection with
the transactions contemplated hereby shall survive the execution
and delivery of this Agreement.
4.6 Assignment. This Agreement may not be assigned by
----------
any party hereto without the prior written consent of the other
parties hereto. Subject to the foregoing, this Agreement is
binding upon the successors and assigns of the parties hereto.
4.7 Section and Paragraph Headings. The Article and
------------------------------
Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of
this Agreement.
4.8 Changes, Waivers, etc. Neither this Agreement nor
---------------------
any provision hereof may be changed, waived, discharged, or
terminated orally, but only by a statement in writing signed by the
party against which enforcement of the change, waiver, discharge,
or termination is sought.
4.9 Entire Agreement. This Agreement and the
----------------
certificates and documents referred to herein constitute the entire
agreement of the parties hereto, and supersede all prior understandings
with respect to the subject matter hereof.
<PAGE> 29
4.10 Counterparts. This Agreement may be executed in one
------------
or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.
4.11 Governing Law. This Agreement shall be construed in
-------------
accordance with, and governed by, the laws of the State of Nevada.
IN WITNESS WHEREOF, this Agreement has been duly executed
by the parties hereto as of the 24th day of August, 1994.
COMPANY:
-------
AMERCO, a Nevada corporation
By: /s/ Edward J. Shoen
-------------------
Its: President
SHAREHOLDER:
-----------
/s/ Edward J. Shoen
-------------------
Edward J. Shoen
<PAGE> 30
EXHIBIT 3
---------
EXCHANGE AGREEMENT
------------------
THIS EXCHANGE AGREEMENT (the "Agreement") is entered into by
and between AMERCO, a Nevada corporation (the "Company") and Mark
V. Shoen ("the Shareholder").
RECITALS
--------
WHEREAS, the Shareholder is the record owner of an aggregate
of 3,475,520 shares (the "Existing Shares") of the Company's
common stock, par value $0.25 per share; and
WHEREAS, the Company has authorized the issuance of Series A
Common Stock, $0.25 par value (the "Series A Stock"), of the
Company and has filed a certificate of designation, preference,
and rights with the Nevada Secretary of State setting forth the
preferences and relative participating, optional, or other
special rights of the Series A Stock and the qualifications,
limitations, or restrictions thereof to the extent not
theretofore set forth in the Company's Articles of Incorporation,
as amended; and
WHEREAS, the Company has determined that it is in its best
interests that the Existing Stock be exchanged, on a one for one
basis, for shares of Series A Stock.
NOW THEREFORE, for and in consideration of the respective
agreements, representations, and warranties contained herein, the
parties hereto agree as follows.
ARTICLE I
EXCHANGE OF STOCK
1.1 Exchange. Subject to the terms and conditions set
--------
forth herein, the Shareholder hereby sells, transfers, conveys,
assigns, and delivers all of his respective shares of Existing
Stock in exchange for shares of Series A Stock on a one share for
one share basis.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
The Shareholder hereby represents, warrants, and agrees as
follows:
2.1 Authority of Shareholder. The Shareholder has full power
------------------------
and legal right to transfer the Existing Stocks to the Company in
exchange for Series A Stock as provided in Section 1.1 hereof and
such transfer and exchange will vest title to the Existing stock in
the Company free and clear of any lien, pledge, charge, security
<PAGE> 31
interest, adverse claim, or other encumbrance of any nature
whatsoever.
2.2 No Breach or Violation. The execution and delivery by
----------------------
the Shareholder of this Agreement and of any other instrument
contemplated hereby to which the Company or the Shareholder will be
a party, and the consummation and performance of the transactions
contemplated hereby and thereby, have not resulted in, and will not
result in, and do not constitute a conflict with, a breach or
violation of, or a default or an event that, with notice or lapse
of time or both, would be a default, breach, or violation of, or an
event that would permit any party to terminate or to accelerate the
maturity of or any payment pursuant to (i) any term or provision of
any lease, bond, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, indebtedness, or obligation to which the Shareholder is
a party or by which he or any of his assets or properties is, or
may be, bound, (ii) any license, franchise, permit, or other
authorization, governmental or otherwise, held by the Shareholder,
and (iii) any law, judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or other
agency or body, governmental or otherwise.
2.3 Consents. The execution and delivery of this Agreement
--------
and the consummation and performance of the transactions
contemplated hereby do not require the approval, consent, or
authorization of, or any filing with or notice to, any federal,
state, local, or other agency or body, governmental or otherwise,
or any other third party.
2.4 Investment. The Shareholder is acquiring the series A
----------
Stock for his own account for investment purposes and not with a
view toward the public distribution thereof within the meaning of
the Securities Act of 1933, as amended.
2.5 First Right of Refusal. The Shareholder acknowledges and
----------------------
agrees that the Series A Stock will be subject to the first right
of refusal contained in Article VII, Section 2 of the Company's
By-Laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, and agrees as
follows:
3.1 Organization and Existence. The Company is a corporation
--------------------------
duly organized, validly existing, and in good standing under the
laws of the state of Nevada, and has all requisite corporate power
to enter into and perform this Agreement and the transactions
contemplated hereby in the manner provided herein.
3.2 Authority of the Company. The execution, delivery, and
------------------------
performance by the Company of this Agreement has been duly
<PAGE> 32
authorized by the Board of Directors of the Company and no further
corporate action is necessary on the part of the Company to make
this Agreement the legal, valid, and binding obligation of
Purchaser enforceable against it in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
4.1 By-Law Compliance. The Company hereby waives compliance
-----------------
by the Shareholder with Article VII, Section 2 of the Company's
By-Laws to the extent such provision relates to the exchange of
Series A Stock for Existing Stock contemplated hereby.
4.2 Application of Nevada Revised Statutes Sections 78.378 to
---------------------------------------------------------
78.3793, Inclusive. As provided by the Company's By-Laws, the
- ------------------
provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to the exchange of Series A Stock
for Existing Stock contemplated hereby.
4.3 Application of Nevada Revised Statutes Sections 78.411 to
---------------------------------------------------------
78.444, Inclusive. As provided in a resolution heretofore duly
- -----------------
adopted by the Company's Board of Directors, the provisions of
Sections 78.411 to 78.444, inclusive, shall not apply to the
exchange of Series A Stock for Existing Stock contemplated hereby
and pursuant to such resolution and Nevada Revised Statutes
78.439.2, the transaction contemplated hereby has been approved by
the Company's Board of Directors.
4.4 Legends. The Series A Stock will bear the following
-------
legends:
"The Corporation will furnish to any stockholder, upon
request and without charge, a statement of the powers,
designations, preferences, and relative, participating,
optional, or other special rights of each class of stock
or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights, so far as
the same shall have been fixed, and of the authority of
the Board of Directors to designate and fix any
preferences, rights, and limitations of any wholly
unissued series. Any such request should be addressed to
the Secretary of the Corporation at 1325 Airmotive Way,
Suite 100, Reno, Nevada 89502-3239."
"The shares of stock represented by this certificate have
been issued based upon a representation that they have
been acquired for investment and not with a view to the
public distribution thereof within the meaning of the
Securities Act of 1933, as amended. No sale or transfer
of the shares represented hereby may be made unless, in
the opinion of counsel satisfactory to the issuer, the
contemplated transaction will not result in a violation
of said Act or of any state securities law, rules, or
regulation."
<PAGE> 33
"The transfer of the shares represented by this
certificate is subject to a right of first refusal by the
Corporation as provided in its By-Laws, and no transfer
of this certificate or the shares represented hereby
shall be valid or effective unless and until such
provision of the By-Laws shall have been met. A copy of
the By-Laws of the Corporation is available for
inspection at the principal office of the Corporation."
4.5 Survival of Representations and Warranties. Regardless
------------------------------------------
of any investigation at any time made by or on behalf of any party
hereto, or of any information any party may have in respect
thereof, all covenants, agreements, representations, and warranties
made hereunder or pursuant hereto or in connection with the
transactions contemplated hereby shall survive the execution and
delivery of this Agreement.
4.6 Assignment. This Agreement may not be assigned by any
----------
party hereto without the prior written consent of the other parties
hereto. Subject to the foregoing, this Agreement is binding upon
the successors and assigns of the parties hereto.
4.7 Section and Paragraph Headings. The Article and Section
------------------------------
headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
4.8 Changes, Waivers. etc. Neither this Agreement nor any
---------------------
provision hereof may be changed, waived, discharged, or terminated
orally, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge, or
termination is sought.
4.9 Entire Agreement. This Agreement and the certificates
----------------
and documents referred to herein constitute the entire agreement of
the parties hereto, and supersede all prior understandings with
respect to the subject matter hereof.
4.10 Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
4.11 Governing Law. This Agreement shall be construed in
-------------
accordance with, and governed by, the laws of the State of Nevada.
<PAGE> 34
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the 1st day of February, 1994.
COMPANY:
AMERCO, a Nevada corporation
By: /s/ Edward J. Shoen
-------------------
Its: President
SHAREHOLDER:
/s/ Mark V. Shoen
-----------------
Mark V. Shoen
<PAGE> 35
EXHIBIT 4
---------
EXCHANGE AGREEMENT
------------------
THIS EXCHANGE AGREEMENT (the "Agreement") is entered into by
and between AMERCO, a Nevada corporation (the "Company") and James
P. Shoen ("the Shareholder").
RECITALS
--------
WHEREAS, the Shareholder is the record owner of an aggregate
of 2,278,814 shares (the "Existing Shares") of the Company's common
stock, par value $0.25 per share; and
WHEREAS, the Company has authorized the issuance of Series A
Common Stock, $0.25 par value (the "Series A Stock"), of the
Company and has filed a certificate of designation, preference, and
rights with the Nevada Secretary of State setting forth the
preferences and relative participating, optional, or other special
rights of the Series A Stock and the qualifications, limitations,
or restrictions thereof to the extent not theretofore set forth in
the Company's Articles of Incorporation, as amended; and
WHEREAS, the Company has determined that it is in its best
interests that the Existing Stock be exchanged, on a one for one
basis, for shares of Series A Stock.
NOW THEREFORE, for and in consideration of the respective
agreements, representations, and warranties contained herein, the
parties hereto agree as follows.
ARTICLE I
EXCHANGE OF STOCK
1.1 Exchange. Subject to the terms and conditions set forth
--------
herein, the Shareholder hereby sells, transfers, conveys, assigns,
and delivers all of his respective shares of Existing Stock in
exchange for shares of Series A Stock on a one share for one share
basis.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
The Shareholder hereby represents, warrants, and agrees as
follows:
2.1 Authority of Shareholder. The Shareholder has full power
------------------------
and legal right to transfer the Existing Stock to the Company in
exchange for Series A Stock as provided in Section 1.1 hereof and
such transfer and exchange will vest title to the Existing Stock in
the Company free and clear of any lien, pledge, charge, security
interest, adverse claim, or other encumbrance of any nature
whatsoever.
<PAGE> 36
2.2 No Breach or Violation. The execution and delivery by
----------------------
the Shareholder of this Agreement and of any other instrument
contemplated hereby to which the Company or the Shareholder will be
a party, and the consummation and performance of the transactions
contemplated hereby and thereby, have not resulted in, and will not
result in, and do not constitute a conflict with, a breach or
violation of, or a default or an event that, with notice or lapse
of time or both, would be a default, breach, or violation of, or an
event that would permit any party to terminate or to accelerate the
maturity of or any payment pursuant to (i) any term or provision of
any lease, bond, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, indebtedness, or obligation to which the Shareholder is
a party or by which he or any of his assets or properties is, or
may be, bound, (ii) any license, franchise, permit, or other
authorization, governmental or otherwise, held by the Shareholder,
and (iii) any law, judgment, order, writ, injunction, decree,
award, rule, or regulation of any court, arbitrator, or other
agency or body, governmental or otherwise.
2.3 Consents. The execution and delivery of this Agreement
--------
and the consummation and performance of the transactions
contemplated hereby do not require the approval, consent, or
authorization of, or any filing with or notice to, any federal,
state, local, or other agency or body, governmental or otherwise,
or any other third party.
2.4 Investment. The Shareholder is acquiring the Series A
----------
Stock for his own account for investment purposes and not with a
view toward the public distribution thereof within the meaning of
the Securities Act of 1933, as amended.
2.5 First Right of Refusal. The Shareholder acknowledges and
----------------------
agrees that the Series A Stock will be subject to the first right
of refusal contained in Article VII, Section 2 of the Company's
By-Laws.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents, warrants, and agrees as
follows:
3.1 Organization and Existence. The Company is a corporation
--------------------------
duly organized, validly existing, and in good standing under the
laws of the state of Nevada, and has all requisite corporate power
to enter into and perform this Agreement and the transactions
contemplated hereby in the manner provided herein.
3.2 Authority of the Company. The execution, delivery, and
------------------------
performance by the Company of this Agreement has been duly
authorized by the Board of Directors of the Company and no further
corporate action is necessary on the part of the Company to make
<PAGE> 37
this Agreement the legal, valid, and binding obligation of
Purchaser enforceable against it in accordance with its terms.
ARTICLE IV
MISCELLANEOUS
4.1 By-Law Compliance. The Company hereby waives compliance
-----------------
by the Shareholder with Article VII, Section 2 of the Company's
By-Laws to the extent such provision relates to the exchange of
Series A Stock for Existing Stock contemplated hereby.
4.2 Application of Nevada Revised Statutes Sections 78.378 to
---------------------------------------------------------
78.3793, Inclusive. As provided by the Company's By- Laws, the
- ------------------
provisions of Sections 78.378 to 78.3793, inclusive, of the Nevada
Revised Statutes shall not apply to the exchange of Series A Stock
for Existing Stock contemplated hereby.
4.3 Application of Nevada Revised Statutes Sections 78.411 to
---------------------------------------------------------
78.444, Inclusive. As provided in a resolution heretofore duly
- -----------------
adopted by the Company's Board of Directors, the provisions of
Sections 78.411 to 78.444, inclusive, shall not apply to the
exchange of Series A Stock for Existing Stock contemplated hereby
and pursuant to such resolution and Nevada Revised Statutes
78.439.2, the transaction contemplated hereby has been approved by
the Company's Board of Directors.
4.4 Legends. The Series A Stock will bear the following
-------
legends:
"The Corporation will furnish to any stockholder, upon
request and without charge, a statement of the powers,
designations, preferences, and relative, participating,
optional, or other special rights of each class of stock
or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights, so far as
the same shall have been fixed, and of the authority of
the Board of Directors to designate and fix any
preferences, rights, and limitations of any wholly
unissued series. Any such request should be addressed to
the Secretary of the Corporation at 1325 Airmotive Way,
Suite 100, Reno, Nevada 89502-3239."
"The shares of stock represented by this certificate have
been issued based upon a representation that they have
been acquired for investment and not with a view to the
public distribution thereof within the meaning of the
Securities Act of 1933, as amended. No sale or transfer
of the shares represented hereby may be made unless, in
the opinion of counsel satisfactory to the issuer, the
contemplated transaction will not result in a violation
of said Act or of any state securities law, rules, or
regulation."
<PAGE> 38
"The transfer of the shares represented by this
certificate is subject to a right of first refusal by the
Corporation as provided in its By-Laws, and no transfer
of this certificate or the shares represented hereby
shall be valid or effective unless and until such
provision of the By-Laws shall have been met. A copy of
the By-Laws of the Corporation is available for
inspection at the principal office of the Corporation."
4.5 Survival of Representations and Warranties. Regardless
------------------------------------------
of any investigation at any time made by or on behalf of any party
hereto, or of any information any party may have in respect
thereof, all covenants, agreements, representations, and warranties
made hereunder or pursuant hereto or in connection with the
transactions contemplated hereby shall survive the execution and
delivery of this Agreement.
4.6 Assignment. This Agreement may not be assigned by any
----------
party hereto without the prior written consent of the other parties
hereto. Subject to the foregoing, this Agreement is binding upon
the successors and assigns of the parties hereto.
4.7 Section and Paragraph Headings. The Article and Section
------------------------------
headings in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
4.8 Changes, Waivers. etc. Neither this Agreement nor any
---------------------
provision hereof may be changed, waived, discharged, or terminated
orally, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge, or
termination is sought.
4.9 Entire Agreement. This Agreement and the certificates
----------------
and documents referred to herein constitute the entire agreement of
the parties hereto, and supersede all prior understandings with
respect to the subject matter hereof.
4.10 Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
4.11 Governing Law. This Agreement shall be construed in
-------------
accordance with, and governed by, the laws of the State of Nevada.
<PAGE> 39
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the 1st day of February, 1994.
COMPANY:
AMERCO, a Nevada corporation
By: /s/ Edward J. Shoen
-------------------
Its: President
SHAREHOLDER:
/s/ James P. Shoen
------------------
James P. Shoen
<PAGE> 40
EXHIBIT 5
---------
AMENDED AND RESTATED STOCKHOLDER AGREEMENT
------------------------------------------
THIS AMENDED AND RESTATED STOCKHOLDER AGREEMENT (this
"Agreement") is entered into as of the 1st day of May, 1992,
among the direct and indirect holders signatory hereto (the
"Stockholders") of certain shares of common stock of AMERCO, a
Nevada corporation (the "Company"). This Agreement amends,
restates, and supersedes in its entirety that previous Amended
and Restated Stockholder Agreement entered into by certain of the
Stockholders on March 5, 1992. As used in this Agreement, the
term "Shares" shall refer to all shares of common stock, $0.25
par value, of the Company held or acquired by each Stockholder at
any time during the term of this Agreement, and of any other
type, class, or series of voting stock of the Company which may
be issued at any time by the Company and acquired by any
Stockholder at any time during the term of this Agreement,
including, but not limited to, any shares of any type, class, or
series of voting stock of the Company into which Shares held
pursuant to this Agreement may be and are converted, and shall
also include all powers or rights to vote any shares of common or
other voting stock of the Company that are owned or controlled,
directly or indirectly, by a Stockholder individually, or as a
fiduciary, partner, joint venturer, stockholder, or director of a
holder of such shares, or otherwise.
WITNESSETH:
----------
WHEREAS, the Stockholders believe that disputes between
and among various stockholders of the Company have been harmful
to the Company and its stockholders; and
WHEREAS, the Stockholders desire to combine their
voting power in order to stabilize the Company and further its
interests; and
WHEREAS, the Stockholders believe that this Agreement
will advance this goal by facilitating (1) corporate stability,
(2) evaluation of strategies to maximize the value and liquidity
of the Company's securities, (3) resolution of disputes between
and among stockholders of the Company, and (4) other matters of
interest to the Stockholders;
NOW, THEREFORE, the Stockholders, for and in
consideration of the mutual promises and covenants herein made,
do hereby agree to and with each other as follows:
1. Duration. The term of this Agreement shall
--------
commence on the date first set forth above (the "Commencement
Date") and the restrictions and obligations described herein
shall be effective and remain in force between the parties until
March 5, 1999 or until terminated as provided for herein,
whichever occurs first. In no event shall the term of this
<PAGE> 41
Agreement extend beyond March 5, 1999 without the written consent
of all Stockholders.
2. Voting the Shares; Limitations Thereon; Proxy.
---------------------------------------------
Unless otherwise provided for herein, in voting on all matters
that may come before any meeting of the stockholders of the
Company (a "Company Stockholders Meeting") occurring during the
term of this Agreement, the Shares shall be voted as one block in
the manner and upon the conditions and restrictions set forth
below:
A. Majority Voting. Except as otherwise
---------------
specifically provided herein and subject to Section 13 hereof,
all voting with respect to the Shares shall be at the direction
of "a majority in interest of the Stockholders" (defined below)
in accordance with this Section 2. For purposes of this
Agreement and unless otherwise provided for herein, with respect
to any voting of the Shares requiring the direction or vote of a
majority in interest of the Stockholders, each Stockholder
(whether an individual or an entity) shall be entitled to one
vote for each Share subject to this Agreement; provided, however,
that if any Shares are entitled to more or less than one vote per
share in any matter to be voted on at a Company Stockholders
Meeting, then for purposes of any vote taken hereunder with
respect to such matter, such Shares shall have the same voting
entitlement under this Agreement. For purposes of this
Agreement, a "majority in interest of the Stockholders" shall
mean Stockholders holding greater than fifty percent (50%) of all
Shares that are actually voted pursuant to this Agreement at a
Stockholders Meeting (defined below) or at any other meeting of
the Stockholders hereunder in person or by proxy by the
Stockholders, or if any such Shares are entitled to more or less
than one vote per Share in any matter to be voted on at a Company
Stockholders Meeting, then for purposes of any vote taken
hereunder with respect to such matter, a "majority in interest of
the Stockholders" shall mean Stockholders holding greater than
fifty percent (50%) of the votes that are actually voted pursuant
to this Agreement at a Stockholders Meeting in person or by proxy
by the Stockholders. When so voting or directing the manner in
which the Shares shall be voted, Stockholders may vote at a
Stockholders Meeting or at any other meeting of the Stockholders
hereunder by written proxy. Stockholders may also participate in
and vote at a Stockholders Meeting or at any other meeting of the
Stockholders hereunder by means of conference telephone or
similar communications equipment whereby all Stockholders
participating in such meeting can hear one another, and such
participation shall constitute presence in person at any such
meeting. In addition, any action that may be taken hereunder by
a majority in interest of the Stockholders at a Stockholders
Meeting or at any other meeting of the Stockholders hereunder may
be taken without a meeting upon the express written consent of
all Stockholders. Each Stockholder agrees that, in voting such
Stockholder's Shares hereunder such Stockholder shall consider
both the long-term and short-term interests of the Company and
its stockholders. To this end, each Stockholder agrees that such
<PAGE> 42
Stockholder shall vote such Stockholder's Shares hereunder in
favor of any action required to effectuate the intent of Section
3.13 of that certain Share Repurchase and Registration Rights
Agreement, dated as of March 1, 1992 among the Company, Paul F.
Shoen, and Pafran, Inc. (the "Paul Shoen Repurchase and
Registration Rights Agreement") and Section 3.13 of that certain
Share Repurchase and Registration Rights Agreement, dated as of
May 1, 1992 among the Company, Sophia M. Shoen, and Sophmar, Inc.
(the "Sophia Shoen Repurchase and Registration Rights
Agreement").
B. Stockholders Meeting. Prior to voting the
--------------------
Shares with respect to any resolution or election which comes
before any Company Stockholders Meeting, a meeting of the
Stockholders for the purpose of directing the manner in which the
Shares shall be voted (a "Stockholders Meeting") shall be held no
earlier than forty-eight (48) hours after the receipt by each of
the Stockholders of a Stockholder Meeting Notice (defined below)
and no later than the day preceding a Company Stockholders
Meeting. The Stockholders hereby appoint the Proxy referenced in
Section 2.C hereof, and such Proxy accepts such appointment, as
the Stockholder responsible for giving written notice of each
Stockholders Meeting ("Stockholder Meeting Notice") to all
Stockholders within seven (7) days after such Proxy receives
notice of a Company Stockholders Meeting, which Stockholder
Meeting Notice shall include:
(i) The matters to be submitted to the vote
of the stockholders of the Company and the date on which such
matter is to be submitted to the vote of the stockholders of
Company or a reference to a particular notice of a Company
Stockholders Meeting otherwise sent by the Company to its
stockholders and received by all Stockholders hereunder; and
(ii) The place (unless such meeting is to be
held among all of the Stockholders participating solely by
conference telephone or similar communications equipment), day,
and hour of the Stockholders Meeting to direct the manner in
which the Shares shall be voted. The place of any such meeting
shall be selected by the Proxy referenced in Section 2.C hereof,
provided, however, that such place shall be within Maricopa
County, Arizona and, provided further, that an "absolute majority
of the Stockholders" may agree that such meeting shall be held
elsewhere. Any Stockholder who desires to participate in any
such meeting by conference telephone or similar communications
equipment must give written notice, which notice must be received
by the Proxy referenced in Section 2.C hereof no later than
twenty-four (24) hours prior to such meeting, stating such desire
and a telephone number at which such Stockholder can be reached
on the day and hour of such meeting. If the meeting is to be
held solely by means of conference telephone or similar
communications equipment, the Stockholders Meeting Notice shall
also describe the procedure pursuant to which the meeting shall
be held and the method by which each Stockholder may participate
therein. The term "absolute majority of the Stockholders" shall
<PAGE> 43
mean for purposes of this Agreement the Stockholders holding
greater than fifty percent (50%) of all Shares held by all
Stockholders pursuant to this Agreement, or if any such Shares
are entitled to more or less than one vote per Share in any
matter to be voted on at a Company Stockholders Meeting, that for
purposes of any vote taken hereunder with respect to such matter,
upon the express written consent of the Stockholders holding
greater than fifty percent (50%) of the votes held by all
Stockholders pursuant to this Agreement.
The obligation of the Proxy referenced in Section 2.C
hereof to give notice to all Stockholders under this Section 2.B
may be delegated by such Proxy to any other person. The
provisions of this Section 2.B shall not apply when action is
taken on any matter to be voted on at a Company Stockholders
Meeting by written consent in accordance with the third to last
sentence of Section 2.A hereof.
C. Appointment of Proxy. In addition to and in
--------------------
order to carry out the provisions and intentions set forth,in
this Section 2, the Stockholders hereby constitute and appoint
J.P. Shoen, and J.P. Shoen accepts such appointment, as the
Stockholders' true and lawful attorney and agent in their name,
place and stead to vote the Shares as their proxy in accordance
with the direction as to voting such Shares as provided for in
this Agreement (in his capacity as proxy for the Stockholders,
J.P. Shoen shall hereinafter be referred to as "Proxy," which
term shall include any successor proxy designated or selected in
accordance with Section 11 hereof). The proxy granted herein
shall be irrevocable and coupled with an interest and shall
continue in force until this Agreement is terminated. The
Stockholders, and each of them, and Proxy shall execute on the
date hereof the form of proxy attached hereto as Exhibit A and
---------
made a part hereof. Proxy agrees to promptly file a copy of the
fully executed proxy with the Secretary of the Company for
notification purposes. If the Stockholders fail, for whatever
reason, to direct Proxy as to the manner in which the Shares are
to be voted, then, Proxy shall exercise his best judgment in
voting the Shares. Proxy shall not have any liability to any
person for any acts taken in good faith and that do not
constitute willful malfeasance.
D. Limitations. Notwithstanding any other
-----------
provision of this Agreement, to the extent any Stockholder is
prohibited by applicable law, rule, or regulation from allowing
such Stockholder's Shares to be voted in accordance with the
provisions of this Section 2, the remaining Stockholders'
obligations and duties pursuant to this Section 2 shall not be
affected or impaired in any manner.
3. Termination. This Agreement shall be effective on
-----------
the Commencement Date and shall remain in full force and effect
for the term set forth in Section 1 above; provided, however,
that this Agreement may be terminated at any time upon
<PAGE> 44
(i) the consent of Stockholders holding greater
than 60% of all Shares held by all Stockholders pursuant to this
Agreement; or
(ii) the Company's failure to comply with Section
3.02(a) of that certain Share Repurchase and Registration Rights
Agreement, dated as of March 1, 1992, among the Company, Paul F.
Shoen, and Pafran, Inc. (the "Paul Shoen Repurchase and
Registration Rights Agreement"); provided, however, that in the
case of this subsection (ii) the following procedures shall
apply:
(A) upon the Company's failure to comply
with Section 3.02(a) of the Paul Shoen Repurchase and
Registration Rights Agreement, Paul Shoen shall give written
notice of the same to the Company and the Stockholders hereunder;
and
(B) if the Company does not effect the
registration of securities required by Section 3.02(a) of the
Paul Shoen Repurchase and Registration Rights Agreement within
sixty (60) days after the Company's receipt of the notice
specified in subsection (ii)(A) of this Section 3, Paul Shoen may
elect to give written notice to the Stockholders hereunder of
that fact and of his desire to terminate this Agreement. Upon
the Stockholders, receipt of such notice, this Agreement shall
terminate; or
(iii) the Company's failure to comply with Section
2.01 of that certain Merger Option Agreement among the Company,
Paul F. Shoen, and Pafran, Inc., dated as of March 1, 1992 (the
"Pafran Merger Option Agreement"); provided, however, that in the
case of this subsection (iii) the following procedures shall
apply:
(A) upon the Company's failure to comply
with Section 2.01 of the Pafran Merger Option Agreement, Paul
Shoen shall give written notice of the same to the Company and
the Stockholders hereunder; and
(B) if the Company does not effect the
merger required by Section 2.01 of the Pafran Merger Option
Agreement within sixty (60) days after the Company's receipt of
the notice specified in subsection (iii)(A) of this Section 3,
Paul Shoen may elect to give written notice to the Stockholders
hereunder of that fact and of his desire to terminate this
Agreement. Upon the Stockholders' receipt of such notice, this
Agreement shall terminate; or
(iv) the Company's failure to comply with Section
3.02 (a) of the Sophia Shoen Repurchase and Registration Rights
Agreement; provided, however, that in the case of this subsection
(iv) the following procedures shall apply:
<PAGE> 45
(A) upon the Company's failure to comply
with Section 3.02(a) of the Sophia Shoen Repurchase and
Registration Rights Agreement, Sophia Shoen shall give written
notice of the same to the Company and the Stockholders herein;
and
(B) if the Company does not effect the
registration of securities required by Section 3.02(a) of the
Sophia Shoen Repurchase and Registration Rights Agreement within
sixty (60) days after the Company's receipt of the notice
specified in subsection (iv)(A) of this Section 3, Sophia Shoen
may elect to give written notice to the Stockholders hereunder of
that fact and of her desire to terminate this Agreement. Upon
the Stockholders' receipt of such notice, this Agreement shall
terminate; or
(v) the Company's failure to comply with Section
2.01 of that certain Merger Option Agreement among the Company,
Sophia M. Shoen, and Sophmar, Inc., dated as of May 1, 1992 (the
"Sophmar Merger Option Agreement"); provided, however, that in
the case of this subsection (v) the following procedures shall
apply:
(A) upon the Company's failure to comply
with Section 2.01 of the Sophmar Merger Option Agreement, Sophia
Shoen shall give written notice of the same to the Company and
the Stockholders hereunder; and
(B) the Company does not effect the merger
required by Section 2.01 of the Sophmar Merger Option Agreement
within sixty (60) days after the Company's receipt of the notice
specified in subsection (v)(A) of this Section 3, Sophia Shoen
may elect to give written notice to the Stockholders hereunder of
that fact and of her desire to terminate this Agreement. Upon
the Stockholders' receipt of such notice, this Agreement shall
terminate.
4. Merger or Consolidation. In the event of a merger
-----------------------
or consolidation involving the Company and in which (a) the
Company is not the surviving entity or (b) the Company becomes
the subsidiary of another corporation, the termination date
hereof shall be accelerated to the effective date of said
consolidation or merger unless Stockholders holding greater than
60% of all Shares held by all Stockholders pursuant to this
Agreement elect or consent to continue this Agreement for its
full term, substituting where appropriate the voting shares
issued pursuant to said consolidation or merger for the Shares.
5. Additional Shares. Subject to Section 13 hereof,
-----------------
during the term of this Agreement, any and all additional shares
of the common stock or other voting stock of the Company which
may be acquired by or issued to the Stockholders in any
transaction with any party shall be subject to the terms,
restrictions, and conditions of this Agreement and shall be
considered Shares for all purposes of this Agreement.
<PAGE> 46
6. Additional Stockholders. From time to time after
-----------------------
the execution of this Agreement by the Stockholders who are the
initial parties to this Agreement, additional holders of certain
shares of common stock or any other type of voting stock that may
be issued by the Company may become parties to this Agreement
subject to the terms hereof upon the consent of an absolute
majority of the Stockholders and upon the execution of a
counterpart signature page by each such holder; provided,
however, that the consent requirement of this Section 6 shall not
apply to those persons who are required to become Stockholders
hereunder pursuant to the provisions of Sections 7 and 8 hereof.
7. Restriction on Disposition of Shares. During the
------------------------------------
term of this Agreement, the Stockholders agree with each other
that, except as otherwise expressly allowed herein, none of the
Stockholders shall make or suffer any Disposition (as defined
below) other than a Permitted Disposition (as defined below) of
all or any part of his, her, or its Shares (whether now owned or
hereafter acquired). Any attempted Disposition other than a
Permitted Disposition in violation of the provisions of this
Agreement shall be ineffective and void and shall vest no rights
in the purported transferee. The Stockholders agree that the
stock certificates representing their respective Shares shall be
endorsed with the following legend:
"The Shares represented by this
certificate are subject to an Amended and
Restated Stockholder Agreement, dated as of
May 1, 1992, among the owner of the Shares
and certain others, and may not be voted,
sold, assigned, transferred, pledged,
encumbered, or otherwise disposed of
(voluntarily or involuntarily) except in
compliance with the terms of such Agreement."
Contemporaneously with the execution of this Agreement, each
Stockholder will deliver such Stockholder's certificates
representing the Shares to Proxy so that the foregoing legend may
be placed on such Shares. Such legend shall also be placed on
any Shares that may become subject to this Agreement in the
future. Such legend shall be removed upon the termination of
this Agreement pursuant to Section 3 hereof and upon any
Permitted Disposition specified in clauses (iv), (v), (vi),
(viii), and (ix) of the definition of Permitted Disposition in
this Section 7.
For purposes of this Agreement the term "Disposition"
shall mean any sale, transfer, gift, donation, assignment,
pledge, hypothecation, or other disposition or encumbrance of any
kind of any Shares, whether voluntary or involuntary, and whether
during a Stockholder's lifetime or upon or after his or her death
including, but not limited to, any Disposition by operation of
law, by court order, by judicial process, or by foreclosure,
levy, or attachment.
<PAGE> 47
The term "Permitted Disposition" shall mean the
Disposition of any Shares:
(i) upon the consent of an absolute majority of
the Stockholders;
(ii) to the trustee of any charitable trust or
foundation established by any Stockholder or upon the death of a
Stockholder, by will or applicable laws of descent;
(iii) to The AMERCO Employees Savings and Profit
Sharing and Employee Stock Ownership Trust (the "ESOP Trust");
(iv) to the Company or a subsidiary thereof;
(v) pursuant to a registered public offering
under the Securities Act of 1933, as amended (the "1933 Act");
(vi) pursuant to a transaction meeting the
requirements of Rule 144 promulgated under the 1933 Act;
(vii) pursuant to a merger of an "entity
Stockholder" (as defined in Section 8 hereof) with or into a
subsidiary of the Company;
(viii) pursuant to a transaction meeting the
requirements of Section 4(l) of the 1933 Act occurring after the
earlier of (A) the effective date of the first registration
statement filed with the Securities and Exchange Commission
covering a Permitted Disposition specified in subsection (v) and
(B) March 1, 1994, but only if, in the case of this clause (B)
only, the Company has completed a public offering of Shares prior
to the date of the transaction meeting the requirements of
Section 4(l) of the 1933 Act; provided, however, that the number
of Shares disposed of pursuant to this subsection (viii)
(together with the Shares disposed of pursuant to subsection (vi)
and pledged pursuant to subsection (ix)) may not exceed the
maximum number of Shares that could be disposed of pursuant to
subsection (vi) (including the timing limitations imposed by Rule
144);
(ix) pursuant to a pledge, hypothecation, or
encumbrance thereof occurring after the earlier of (A) the
effective date of the first registration statement filed with the
Securities and Exchange Commission covering a Permitted
Disposition specified in subsection (v) and (B) March 1, 1994,
but only if, in the case of this clause (B) only, the Company has
completed a public offering of Shares prior to the date of such
pledge, hypothecation, or encumbrance; provided, however, that
the number of Shares that may be pledged, hypothecated, or
encumbered pursuant to this subsection (ix) (together with the
Shares disposed of pursuant to subsection (vi) and subsection
(viii)) may not exceed the maximum number of Shares that could be
disposed of pursuant to subsection (vi) (including the timing
limitations imposed by Rule 144); or
<PAGE> 48
(x) pursuant to a sale of Shares made solely for
the purpose of meeting any tax liability that a Stockholder may
incur as a result of the income tax controversies that have
arisen or may arise from the motor home financing program that
began in December, 1984 involving, among other parties, Shoen
Motor Homes, Inc., U-Haul Financial Corporation, and certain of
the Stockholders; provided, however, that (A) a Stockholder
seeking to sell Shares pursuant to this subsection (x) shall have
contested the income tax liability through appropriate
proceedings and shall have had an adverse determination by the
tax court requiring him to pay such income tax liability, (B) any
such sale of Shares shall be for the minimum number of Shares
required to meet such income tax liability, and (C) any such sale
of Shares must be made on or before the third anniversary date of
this Agreement.
provided, however, that unless otherwise agreed to by an absolute
majority of the Stockholders, as a condition to any Disposition
being a Permitted Disposition hereunder, any Shares disposed of
pursuant to subsections (i), (ii), (iii), (vii), or (x) of this
definition of Permitted Disposition shall continue to be, and
shall be held by the transferee or transferees, subject to this
Agreement, and each such transferee shall be or become a
Stockholder hereunder and a signatory hereto prior to the
effectiveness of any such transaction; provided, however, that
any Shares sold or otherwise transferred to the ESOP Trust will
no longer be subject to this Agreement if, at the time of such
sale or transfer, the ESOP Trust is no longer a party to, or
otherwise bound by, this Agreement. Notwithstanding anything to
the contrary in this Agreement, to the extent that any
Stockholder is prohibited by applicable law, rule, or regulation
from conforming to the transfer restrictions contained in this
Section 7, such restrictions shall continue nevertheless to bind
the other Stockholders.
8. Merger or Consolidation of Entity Stockholders.
----------------------------------------------
In the event that any of the Stockholders signatory hereto that
are corporations or other entities other than natural persons
("entity Stockholders") are merged with or into a subsidiary of
the Company, the shares of common stock and of any other type,
class, or series of voting stock of the Company received by the
shareholders of such entity Stockholder in consideration of the
merger shall, immediately upon the effectuation of the merger and
without any further act being necessary on the part of any person
or entity, become subject to this Agreement and shall be
substituted for the Shares that were held by such entity
Stockholders hereunder immediately prior to the merger, and each
such entity Stockholder hereby agrees that each shareholder of
such entity Stockholder so merged with or into a subsidiary of
the Company will be or become a Stockholder hereunder and a
signatory hereto.
9. Stockholders Representations and Warranties. The
-------------------------------------------
Stockholders, and each of them, by signing this Agreement, or a
counterpart hereof, represent and warrant:
<PAGE> 49
(i) That they (A) are the legal and
equitable owners of, (B) are the legal owners of and hold in
trust for the equitable owners, or (C) otherwise have the legal
right to enter into this Agreement on behalf of the legal and
equitable owners of, the number of Shares listed beside their
respective signatures;
(ii) That such Shares so listed constitute
all of the Shares which they legally or beneficially own or
control, directly or indirectly;
(iii) That they have the right and power to
vote the number of Shares listed beside their respective
signatures;
(iv) That they have the right and power to
enter into this Agreement, and to perform the undertakings set
forth herein; and
(v) Except as may be provided in the
Company's Articles of Incorporation or By-Laws, there are no
prior binding agreements to which any of the Stockholders are a
party or to which the Shares are subject that affect or restrict
the voting rights of the Shares or the manner in which the Shares
shall be voted and, to the extent any such purported agreement or
agreements exist, have existed or are claimed to exist, they are
hereby released, discharged, cancelled, terminated and rendered
null and void, provided, however, that the Stockholders
-------- -------
acknowledge and agree that the Stockholders may execute
agreements solely between and with, or for the benefit of, other
Stockholders which further restrict the voting or the
transferability of the Shares, such additional restrictive
agreements being subject to all of the terms and conditions of
this Agreement.
10. Compensation and Reimbursement. Proxy shall not
------------------------------
be entitled to any compensation for his services as Proxy, but,
subject to Section 13 hereof, the Stockholders, jointly and
severally, shall reimburse him and hold him harmless for any
expenses (including attorneys' fees) and disbursements reasonably
incurred by Proxy in connection with any litigation that may
arise in respect of this Agreement or in respect of the Company,
to which Proxy is a party as a consequence of his acting as Proxy
pursuant to this Agreement.
11. Removal and Replacement of Proxy. Proxy may be
--------------------------------
removed and replaced as Proxy for any reason by an affirmative
vote of an absolute majority of the Stockholders (as defined in
Section 2.A) at a meeting called by any Stockholder for the
purpose of considering the replacement of Proxy. Such meeting
shall require fifteen (15) days advance written notice to all
Stockholders. If Proxy is removed, the Stockholders shall cause
a written notice to that effect to be sent to the removed Proxy
effective as of the date set forth in said notice. Upon the
disability, removal, or resignation of Proxy or any successor
<PAGE> 50
Proxy, the vacancy shall be filled by appointment by an absolute
majority of the Stockholders voting on such issue. Until the
appointment of a new proxy in accordance with this Section 11,
Edward J. Shoen shall serve as interim Proxy hereunder. At any
time that a proxy is removed or replaced hereunder and a new
Proxy is appointed, including the interim Proxy contemplated in
this Section 11, the Stockholders will execute a new proxy in
substantially the form of Exhibit A hereto but with the name of
---------
the new or interim proxy substituted for James P. Shoen each time
such name appears in such proxy.
12. Knowing Covenants. The parties hereby represent
-----------------
to each other that the covenants and agreements provided for in
this Agreement have been knowingly and voluntarily granted after
thorough consultation with counsel as to the binding and
irrevocable effect thereof. Based upon consultation with
counsel, the parties hereby represent and warrant to each other
that this Agreement is binding and enforceable in accordance with
its terms.
13. Rights and Obligations of Trustee Stockholder.
---------------------------------------------
Notwithstanding any provision in this Agreement to the contrary,
in the event that a Stockholder who is a trustee of an "employee
pension benefit plan" (the "Plan") as that term is defined in
Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") (such trustee to be referred to
hereinafter as the "Trustee-Stockholder") is, at any time,
required under this Agreement to take action or to refrain from
taking action, or is otherwise obligated under this Agreement,
the Trustee-Stockholder shall not be required to act or to
refrain from acting or to otherwise fulfill its obligations under
this Agreement except as provided herein. With respect to those
Shares for which the Trustee-Stockholder does not have the
discretion or right to vote under the terms of the Plan, the
Trustee-Stockholder shall not be bound by the terms of this
Agreement. With respect to those Shares for which the
Trustee-Stockholder does have the discretion or right to vote
under the terms of the Plan, the Trustee-Stockholder shall not be
required to act or refrain from acting or to otherwise fulfill
its obligations under this Agreement unless and until the
non-Trustee Stockholders provide the Trustee Stockholder with an
opinion of counsel satisfactory to the Trustee-Stockholder that
the compliance of the Trustee-Stockholder with the applicable
provisions of this Agreement shall not result in a violation of
the provisions of ERISA or the Internal Revenue Code of 1986, as
amended (the "Code"). The Trustee-Stockholder may, in its
discretion, waive the requirement that it be provided with an
opinion of counsel by the non-Trustee Stockholders.
To the extent permitted by law, the non-Trustee
Stockholders who are also directors of the Company at the time of
the Trustee-Stockholder's acts, omissions, or conduct described
later in this sentence shall jointly and severally indemnify and
hereby agree to hold harmless the Trustee Stockholder from all
loss, damage, or liability, joint or several, including payment
<PAGE> 51
of expenses in connection with defense against any claim, for the
Trustee-Stockholder's acts, omissions, or conduct pursuant to
this Agreement, which acts, omissions, or conduct constitute or
are alleged to constitute a breach of the Trustee-Stockholder's
fiduciary or other responsibilities under ERISA, the Code or any
other law. The Trustee-Stockholder shall be entitled to
indemnification in accordance with the foregoing without regard
to whether it obtained an opinion of counsel from the non-Trustee
Stockholders prior to the occurrence of the acts, omissions, or
conduct giving rise to the claim against the Trustee-Stockholder.
14. Exhibits. All Exhibits attached to this Agreement
--------
are fully incorporated herein and are made part of this Agreement
whether or not the Exhibits are executed by any or all of the
parties.
15. Incorporation of Prefatory Language. The
-----------------------------------
prefatory language made and stated hereinabove is hereby
incorporated by reference into, and made a part of, this
Agreement.
16. No Other Parties to Benefit. This Agreement is
---------------------------
made for the sole benefit of the parties hereto and their
successors and assigns. Except as expressly provided herein, no
other person or entity is intended to or shall have any rights or
benefits hereunder, whether as third party beneficiaries or
otherwise.
17. Notice. All notices provided for herein shall be
------
hand delivered or sent by Federal Express or other reputable
overnight courier or by registered or certified mail, postage
prepaid, addressed to all parties hereto at the address
designated for each party in the signature pages hereto or at
such other address as the party who is to receive such notice may
designate in writing delivered to all other parties hereto.
Notice shall be deemed received upon: (i) such hand delivery,
(ii) one (1) day after the day such notice is delivered to
Federal Express or other reputable overnight courier for next day
delivery, or (iii) three (3) days after the deposit of same in a
letter box or other means provided for the posting of mail,
properly addressed in accordance with the first sentence of this
Section 17 and with the proper amount of postage affixed thereto
or other delivery charge paid or otherwise provided for. Actual
receipt of notice shall not be required to effect notice
hereunder. Each party shall promptly notify each other of any
change of address.
18. Governing Law; Construction. The substantive laws
---------------------------
of the State of Nevada shall govern the interpretation and
enforcement of this Agreement. This Agreement is intended to
express the mutual intent of the parties hereto, irrespective of
the party preparing or causing the preparation of any document,
and no rule of construction shall be applied against any party.
Except as otherwise provided herein, this Agreement shall be
<PAGE> 52
binding upon and shall inure to the benefit of the parties, their
heirs, successors, and assigns.
19. Modification and Waiver. No provision of this
-----------------------
Agreement shall be amended, waived, or modified except by an
instrument in writing signed by all of the parties hereto who
have executed this Agreement or a counterpart hereof.
20. Materiality. All covenants, agreements,
-----------
representations, and warranties made herein shall be deemed to be
material and to have been relied on by the parties in entering
into this Agreement and shall survive the execution and delivery
of this Agreement.
21. Headings. All sections and descriptive headings
--------
of sections and subsections in this Agreement are inserted for
convenience only and shall not affect the construction or
interpretation hereof.
22. Integration. This Agreement constitutes and
-----------
embodies the full and complete understanding and agreement of the
parties hereto and supersedes all prior understandings, whether
oral or written. No representation, promise, inducement, or
statement of intention has been made by any party hereto which is
not embodied in this Agreement, and no party hereto shall be
bound by or liable for any alleged misrepresentation, promise,
inducement, or statement of intention not so set forth.
23. Time of the Essence. Time is of the essence in
-------------------
all matters associated with this Agreement;
24. Assignability. Except upon a sale or transfer of
-------------
Shares in accordance with Section 7 hereof or in the event of the
merger of an entity Stockholder pursuant to Section 8 hereof, no
party shall assign this Agreement or any part hereof or rights
hereunder without the prior written consent of a majority in
interest of the Stockholders. Any assignment in violation of
this paragraph shall be null and void and vest no rights in the
purported assignee.
25. Meetings of Stockholders; Notice. Whenever this
--------------------------------
Agreement requires or allows the vote of Stockholders on any
matter other than a matter to be voted on at a Company
Stockholders Meeting, as described in Section 2.B, or as provided
in Section 11 hereof in connection with the removal and
replacement of Proxy, a meeting may be called by any Stockholder
for the purpose of voting on such matter. Such meeting shall
require seven (7) days advance written notice to all
Stockholders. Action on any such matter may also be taken by
written consent in accordance with the third to last sentence of
Section 2.A hereof.
26. Indulgences Not Waivers. Neither the failure nor
-----------------------
any delay on the part of any party to exercise any right, remedy,
power, or privilege under this Agreement shall operate as a
<PAGE> 53
waiver thereof, nor shall any single or partial exercise of any
right, remedy, power, or privilege preclude any other or further
exercise of the same or of any other right, remedy, power, or
privilege, nor shall any waiver of any right, remedy, power, or
privilege with respect to any occurrence be construed as a waiver
of such right, remedy, power, or privilege with respect to any
other occurrence.
27. Additional Instruments and Acts. The parties to
-------------------------------
this Agreement shall execute (with acknowledgment or in affidavit
form, if required) any further or additional instruments, and
shall perform any acts, which are or may become necessary to
effectuate and carry out the purposes of this Agreement or as may
be required by law.
28. Interpretation. In this Agreement the singular
--------------
includes the plural, and the plural the singular; words importing
any gender include the other genders; references to "writing"
include printing, typing, lithography, and other means of
reproducing words in a tangible visible form.
29. Enforcement; Attorneys' Fees. Should any
----------------------------
proceeding be commenced or dispute arise between the parties
hereto concerning the terms of this Agreement, or the rights and
duties of the parties hereto, the prevailing party in such
proceeding or dispute shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as and for
the prevailing party's attorneys' fees.
30. Remedies. In the event of a breach of this
--------
Agreement or any term hereof by any party hereto, each
Stockholder shall have all rights and remedies available at law,
in equity, or under the terms of this Agreement, including,
without limitation, the right to seek injunctive relief and
specific performance of any party's obligations hereunder. All
rights and remedies of the Stockholders shall be cumulative and
the exercise of any right or remedy by any Stockholder shall not
be deemed a waiver, relinquishment, or abandonment of any other
right or remedy, and shall not affect or limit in any way the
future assertion of the same, or any other right or remedy.
31. Authority. By execution of this Agreement, the
---------
signatories hereto represent and warrant their authority to act
in the capacity represented. By execution of this Agreement each
party represents and warrants its right, power, and authority to
perform its obligations under this Agreement.
32. Counterparts; Effectiveness. This Agreement may
---------------------------
be executed in several counterparts, and all so executed shall
constitute one agreement, binding among the parties hereto who
have executed a counterpart hereof.
33. Severability; Invalid Provision. To the extent
-------------------------------
that any provision of this Agreement is determined to be invalid,
illegal, or otherwise unenforceable as to any Stockholder, such
<PAGE> 54
determination shall have no effect upon the remaining provisions
of this Agreement or upon the duties and obligations of the other
Stockholders. Further, in lieu of each such invalid, illegal, or
unenforceable provision, valid, legal, and enforceable provision
as similar in terms to such invalid, illegal, or unenforceable
provision shall be automatically added to this Agreement and this
Agreement shall be deemed reformed so as to incorporate such
substitute provision. Additionally, to the extent any
Stockholder is an employee benefit plan subject to ERISA, or
other laws, rules, or regulations render any Section (or any
provision of any Section) invalid, illegal, or unenforceable, as
to such Stockholder, such determination shall have no effect upon
the remaining provisions of this Agreement or upon the duties or
obligations of the other Stockholders.
IN WITNESS WHEREOF, the parties hereto have hereunto
set their hands as of the date set forth beside their signature.
<PAGE> 55
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
EJOS, Inc., an May 11, 1992 4,043,124 5054
Arizona corporation
Suite 1100
2727 N. Central
Phoenix, AZ 85004
By /s/ Edward J. Shoen
-------------------
Edward J. Shoen,
Its President
Edward J. Shoen, May 11, 1992
an individual
Suite 1100
2727 N. Central
Phoenix, AZ 85004
/s/ Edward J. Shoen
- -------------------
Edward J. Shoen
M.V.S., Inc., a May 11, 1992 4,003,124 5108
Nevada corporation
Suite 1100
2727 N. Central
Phoenix, AZ 85004
By /s/ Mark V. Shoen
-----------------
Mark V. Shoen
Its President
Mark V. Shoen, May 11, 1992
an individual
Suite 1100
2727 N. Central
Phoenix, AZ 85004
/s/ Mark V. Shoen
- -----------------
Mark V. Shoen
</TABLE>
<PAGE> 56
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Japal, Inc., a May 11, 1992 2,616,240 5078
Nevada corporation
Suite 170
1325 Airmotive Way
Reno, NV 89502
By /s/ James P. Shoen
------------------
James P. Shoen
Its President
James P. Shoen, May 11, 1992
an individual
Suite 170
1325 Airmotive Way
Reno, NV 89502
/s/ James P. Shoen
- ------------------
James P. Shoen
Pafran, Inc., a May 11, 1992 3,622,024 5140
Nevada corporation
228 Glenbrook Inn Road
Reno, NV 89413
By /s/ Paul F. Shoen
-----------------
Paul F. Shoen
Its President
Paul F. Shoen, May 11, 1992
an individual
228 Glenbook Inn Road
Reno, Nevada 89413
/s/ Paul F. Shoen
- -----------------
Paul F. Shoen
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Sophmar, Inc., a May 11, 1992 2,510,180 5179
Nevada corporation
3653 North 6th Ave.,
No. C-17
Phoenix, AZ 85015
By /s/ Sophia M. Shoen
-------------------
Sophia M. Shoen
Its President
Sophia M. Shoen,
an individual
/s/ Sophia M. Shoen
- -------------------
The Amerco Employees May 11, 1992 2,601,312<F2>
Savings and Profit
Sharing and Employee
Stock Ownership Trust
2727 N. Central
Phoenix, AZ 85004
By /s/ Edward J. Shoen
-------------------
Edward J. Shoen
Trustee
By /s/ Gary B. Horton
------------------
Gary B. Horton
Trustee
By /s/ Donald W. Murney
--------------------
Donald W. Murney
Trustee
- ----------------------
<F2> Subject to change
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Mark V. Shoen, August 14, 1992 3,475,520 5274
an individual
/s/ Mark V. Shoen
- -----------------
Mark V. Shoen
Oxford Life Insurance August 14, 1992 527,604 5275
Company, an Arizona
corporation, Trustee
under that "C"
Irrevocable Trust
dated December 20,
1982 (Mark V.
Shoen, grantor)
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
James P. Shoen, August 14, 1992 2,278,814 5276
an individual
/s/ James P. Shoen
- ------------------
James P. Shoen
Oxford Life Insurance August 14, 1992 337,426 5277
Company, an Arizona
corporation, Trustee
under that "C"
Irrevocable Trust
dated December 20,
1982 (James P.
Shoen, grantor)
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
</TABLE>
<PAGE> 59
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Paul F. Shoen, April 2, 1993 3,412,928 Common 5285
an individual 113,972 Common 5287
/s/ Paul F. Shoen
- -----------------
Paul F. Shoen
Oxford Life Insurance April 2, 1993 71,976 Common 5288
Company, an Arizona
corporation, Trustee
under that "C"
Irrevocable Trust
dated December 20,
1982 (Paul F.
Shoen, grantor)
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
</TABLE>
<PAGE> 60
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Sophia M. Shoen, September __, 1993 2,392,029 5313
an individual
/s/ Sophia M. Shoen
- -------------------
Sophia M. Shoen
Oxford Life Insurance September __, 1993 108,891 5314
Company, an Arizona
corporation, Trustee
under that "C"
Irrevocable Trust
dated December 20,
1982 (Sophia M.
Shoen, grantor)
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
</TABLE>
<PAGE> 61
AMERCO
PROXY
(Including Power of Attorney)
_____________
The undersigned stockholder of AMERCO, a Nevada
corporation, does hereby appoint James P. Shoen agent and proxy of
the undersigned, with full power of substitution and with full
power to act as true and lawful attorney in fact, to vote, in
accordance with the terms and conditions of that certain Amended
and Restated Stockholder Agreement dated the date hereof (the
"Stockholder Agreement"), at any meeting of the stockholders of
AMERCO and upon all business as may properly come before the
meeting, in the name and place as proxy of the undersigned and
with all the powers which the undersigned would possess if
personally present, all of the stock of AMERCO standing in the
name of the undersigned or which the undersigned would be entitled
to vote if personally present. James P. Shoen may exercise the
rights granted under this proxy either in person at any meeting of
the stockholders of AMERCO or by signing a proxy on behalf of the
undersigned. This proxy shall be valid and irrevocable until
March 5, 1999 or until termination of the Stockholder Agreement in
accordance with the terms thereof, whichever occurs first.
Dated: As of May 11, 1992.
Edward J. Shoen, EJOS, INC., an
an individual Arizona corporation
/s/ Edward J. Shoen By /s/ Edward J. Shoen
- ------------------- -------------------
Edward J. Shoen Edward J. Shoen
Its President
Mark V. Shoen, M.V.S., INC., a
an individual Nevada corporation
/s/ Mark V. Shoen By /s/ Mark V. Shoen
- ----------------- -----------------
Mark V. Shoen Mark V. Shoen
Its President
<PAGE> 62
James P. Shoen, JAPAL, INC., a
an individual Nevada corporation
/s/ James P. Shoen By /s/ James P. Shoen
- ------------------ ------------------
James P. Shoen James P. Shoen
Its President
Paul F. Shoen, PAFRAN, INC., a
an individual Nevada corporation
/s/ Paul F. Shoen By /s/ Paul F. Shoen
- ----------------- -----------------
Paul F. Shoen Paul F. Shoen
Its President
Sophia M. Shoen SOPHMAR, INC., a
an individual Nevada corporation
/s/ Sophia M. Shoen By /s/ Sophia M. Shoen
- ------------------- -------------------
Sophia M. Shoen Sophia M. Shoen
Its President
THE AMERCO EMPLOYEES SAVINGS
AND PROFIT SHARING AND EMPLOYEE
STOCK OWNERSHIP TRUST
By /s/ Edward J. Shoen
-------------------
Edward J. Shoen, Trustee
By /s/ Gary B. Horton
------------------
Gary B. Horton, Trustee
By /s/ Donald W. Murney
--------------------
Donald W. Murney, Trustee
<PAGE> 63
AMERCO
PROXY
(Including Power of Attorney)
_____________
The undersigned stockholder of AMERCO, a Nevada
corporation, does hereby appoint James P. Shoen agent and proxy of
the undersigned, with full power of substitution and with full
power to act as true and lawful attorney in fact, to vote, in
accordance with the terms and conditions of that certain Amended
and Restated Stockholder Agreement dated as of May 1, 1992 (the
"Stockholder Agreement"), at any meeting of the stockholders of
AMERCO and upon all business as may properly come before the
meeting, in the name and place as proxy of the undersigned and
with all the powers which the undersigned would possess if
personally present, all of the stock of AMERCO standing in the
name of the undersigned or which the undersigned would be entitled
to vote if personally present. James P. Shoen may exercise the
rights granted under this proxy either in person at any meeting of
the stockholders of AMERCO or by signing a proxy on behalf of the
undersigned. This proxy shall be valid and irrevocable until
March 5, 1999 or until termination of the Stockholder Agreement in
accordance with the terms thereof, whichever occurs first.
Dated: As of April 2, 1993.
Paul F. Shoen, OXFORD LIFE INSURANCE COMPANY,
an individual an Arizona corporation,
Trustee under that "C"
Irrevocable Trust dated
December 20, 1982
/s/ Paul F. Shoen (Paul F. Shoen, grantor)
- -----------------
Paul F. Shoen
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
<PAGE> 64
AMERCO
PROXY
(Including Power of Attorney)
____________
The undersigned stockholder of AMERCO, a Nevada
corporation, does hereby appoint James P. Shoen agent and proxy of
the undersigned, with full power of substitution and with full
power to act as true and lawful attorney in fact, to vote, in
accordance with the terms and conditions of that certain Amended
and Restated Stockholder Agreement dated as of May 1, 1992 (the
"stockholder Agreement"), at any meeting of the stockholders of
AMERCO and upon all business as may properly come before the
meeting, in the name and place as proxy of the undersigned and
with all the powers which the undersigned would possess if
personally present, all of the stock of AMERCO standing in the
name of the undersigned or which the undersigned would be entitled
to vote if personally present. James P. Shoen may exercise the
rights granted under this proxy either in person at any meeting of
the stockholders of AMERCO or by signing a proxy on behalf of the
undersigned. This proxy shall be valid and irrevocable until
March 5, 1999 or until termination of the Stockholder Agreement in
accordance with the terms thereof, whichever occurs first.
Dated: As of August 14, 1992.
Mark V. Shoen, OXFORD LIFE INSURANCE COMPANY,
an individual an Arizona corporation,
Trustee under that "C"
Irrevocable Trust dated
December 20, 1982
/s/ Mark V. Shoen (Mark V. Shoen, grantor)
- -----------------
Mark V. Shoen
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
James P. Shoen, OXFORD LIFE INSURANCE COMPANY,
an individual an Arizona corporation,
Trustee under that "C"
Irrevocable Trust dated
December 20, 1982
/s/ James P. Shoen (James P. Shoen, grantor)
- ------------------
James P. Shoen
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
<PAGE> 65
AMERCO
PROXY
(Including Power of Attorney)
____________
The undersigned stockholder of AMERCO, a Nevada
corporation, does hereby appoint James P. Shoen agent and proxy of
the undersigned, with full power of substitution and with full
power to act as true and lawful attorney in fact, to vote, in
accordance with the terms and conditions of that certain Amended
and Restated Stockholder Agreement dated as of May 1, 1992 (the
"Stockholder Agreement"), at any meeting of the stockholders of
AMERCO and upon all business as may properly come before the
meeting, in the name and place as proxy of the undersigned and
with all the powers which the undersigned would possess if
personally present, all of the stock of AMERCO standing in the
name of the undersigned or which the undersigned would be entitled
to vote if personally present. James P. Shoen may exercise the
rights granted under this proxy either in person at any meeting of
the stockholders of AMERCO or by signing a proxy on behalf of the
undersigned. This proxy shall be valid and irrevocable until
March 5, 1999 or until termination of the Stockholder Agreement in
accordance with the terms thereof, whichever occurs first.
Dated: As of September 5, 1993.
Sophia M. Shoen, OXFORD LIFE INSURANCE COMPANY,
an individual an Arizona corporation,
Trustee under that "C"
Irrevocable Trust dated
December 20, 1982
/s/ Sopha M. Shoen (Sophia M. Shoen, grantor)
- ------------------
Sophia M. Shoen
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
<PAGE> 66
<TABLE>
<CAPTION>
No. and
Class of
Shares Share
Name & Sig. Date of Owned or Certificate
of Stockholders Execution Controlled Numbers
- --------------- --------- ---------- -----------
<S> <C> <C> <C>
Edward J. Shoen, May 18, 1994 ______ ______
an individual
/s/ Edward J. Shoen
- -------------------
Edward J. Shoen
Oxford Life Insurance May 18, 1994 ______ ______
Company, an Arizona
corporation, Trustee
under that "C"
Irrevocable Trust
dated December 20,
1982 (Edward J.
Shoen, grantor)
By: /s/ Mark A. Haydukovich
-----------------------
Its Vice President
</TABLE>
<PAGE> 67
AMERCO
PROXY
(Including Power of Attorney)
________
The undersigned stockholder of AMERCO, a Nevada
corporation, does hereby appoint James P. Shoen agent and proxy of
the undersigned, with full power of substitution and with full
power to act as true and lawful attorney in fact, to vote, in
accordance with the terms and conditions of that certain Amended
and Restated Stockholder Agreement dated as of May 1, 1992 (the
"Stockholder Agreement"), at any meeting of the stockholders of
AMERCO and upon all business as may properly come before the
meeting, in the name and place as proxy of the undersigned and
with all the powers which the undersigned would possess if
personally present, all of the stock of AMERCO standing in the
name of the undersigned or which the undersigned would be entitled
to vote if personally present. James P. Shoen may exercise the
rights granted under this proxy either in person at any meeting of
the stockholders of AMERCO or by signing a proxy on behalf of the
undersigned. This proxy shall be valid and irrevocable until
March 5, 1999, or until termination of the Stockholder Agreement
in accordance with the terms thereof, whichever occurs first.
Dated: As of May 18, 1994.
Edward J. Shoen, OXFORD LIFE INSURANCE COMPANY,
an individual an Arizona corporation,
Trustee under that "C"
Irrevocable Trust dated
December 20, 1982
/s/ Edward J. Shoen (Edward J. Shoen, grantor)
- -------------------
Edward J. Shoen
By /s/ Mark A. Haydukovich
-----------------------
Its Vice President
