-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WtPkXExC7WX3DvE00uGt0Rh/uXj2IT7Bq6POqAYlNCw6aVwrUwfG39kN9616oCJa e9pXPEVLVVP1aLtsolongw== 0000004457-95-000024.txt : 199507050000004457-95-000024.hdr.sgml : 19950705 ACCESSION NUMBER: 0000004457-95-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950703 SROS: NASD SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERCO /NV/ CENTRAL INDEX KEY: 0000004457 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 880106815 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39669 FILM NUMBER: 95551899 BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WY STE 100 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7027860488 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: SUITE 100 CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: AMERCO DATE OF NAME CHANGE: 19770926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERCO /NV/ CENTRAL INDEX KEY: 0000004457 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 880106815 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WY STE 100 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7027860488 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: SUITE 100 CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: AMERCO DATE OF NAME CHANGE: 19770926 SC 13D/A 1 SC 13D/A AMENDMENT NO. 9 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9)* AMERCO - -------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, $0.25 par value per share - -------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 023586100 - -------------------------------------------------------------------- (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) March 22, 1995 - -------------------------------------------------------------------- (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 reporting 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 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 20) 2 AMENDMENT NO. 9 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; Edward J. Shoen; M.V.S., Inc., a Nevada corporation; Mark V. Shoen; Japal, Inc., a Nevada corporation; James P. Shoen; Pafran, Inc., a Nevada corporation; Paul F. Shoen; Sophmar, Inc., a Nevada corporation; Sophia M. Shoen; and the AMERCO Employee Savings, 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, 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, Amendment No. 5 filed with the Commission on April 25, 1994, Amendment No. 6 filed with the Commission on May 31, 1994, Amendment No. 7 filed with the Commission on September 9, 1994, and Amendment No. 8 filed with the Commission on December 19, 1994. This Amendment No. 9, pursuant to Rule 13d-2 under the Act amends and supplements the cover pages and statements under Items 4, 5, and 7 of the Original Schedule 13D, as amended by Amendments No. 1 through 8. Capitalized terms used in this Amendment No. 9 and not otherwise defined shall have the meaning ascribed to such terms in the Original Schedule 13D, as amended. This Amendment No. 9 is being filed by Edward J. Shoen, Mark V. Shoen, James P. Shoen, the ESOP Trust, Oxford Life Insurance Company, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Edward J. Shoen, grantor), Oxford Life Insurance Company, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Mark V. Shoen, grantor), Oxford Life Insurance Company, Trustee under that certain Irrevocable Trust dated December 20, 1982 (James P. Shoen, grantor), Oxford Life Insurance Company, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Paul F. Shoen, grantor), and Oxford Life Insurance Company, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Sophia M. Shoen, grantor). Paul F. Shoen and Sophia M. Shoen, who have participated in this group's Schedule 13D filings in the past, have refused to join in this Amendment No. 9. The stockholders filing this Amendment No. 9 have been informed that Paul F. Shoen and Sophia M. Shoen have made or plan to make one or more separate Schedule 13D filings. COVER PAGES. - ----------- As a result of the sale by Sophia M. Shoen (described in Item 4 below) of 75,000 shares of the Company's Common Stock, $0.25 par value (the "Common Stock") to the public on December 22, 1994, Sophia M. Shoen now owns 1,638,472 shares of Common Stock. As a result of the sales by Paul F. Shoen (described in Item 4 below) of 50,632 shares of Common Stock to the ESOP Trust on January 17, 1995, 500,000 shares of Common Stock to the public on March 22, 1995, and 87,000 shares of Common Stock pursuant to Rule 144 3 under the Securities Act, Paul F. Shoen now owns 2,782,058 shares of Common Stock. As a result of year-end allocations of Common Stock by the ESOP Trust to participants in the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan and as a result of open market purchases of Common Stock by the ESOP Trust (both described in Item 4 below), the ESOP Trust now holds 1,935,700 shares of Common Stock pursuant to the Stockholder Agreement. Accordingly, the cover pages are hereby amended in their entirety, to reflect (i) the sale to the public of Common Stock owned by Sophia M. Shoen, (ii) the sale to the ESOP Trust and to the public of Common Stock owned by Paul F. Shoen, and (iii) allocations and acquisitions made by the ESOP Trust as follows: 4 CUSIP No. 023586100 13D 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- 5 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON WITH ------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- 6 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------- 7 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - --------------------------------------------------------------------------- 8 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Irrevocable Trust dated December 20, 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - --------------------------------------------------------------------------- 9 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - --------------------------------------------------------------------------- 10 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - --------------------------------------------------------------------------- 11 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Irrevocable Trust dated December 20, 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - --------------------------------------------------------------------------- 12 CUSIP No. 023586100 13D - --------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The AMERCO Employee Savings, 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 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 17,199,585 REPORTING ------------------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 17,199,585 - --------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,199,585 - --------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - --------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.5 - --------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON EP - --------------------------------------------------------------------------- 13 ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The information set forth in Item 4 is supplemented to read as follows: Pursuant to a Registration Statement on Form S-2, effective November 3, 1994 (Registration No. 33-54289), Sophia M. Shoen sold 75,000 shares of Common Stock to the public on December 22, 1994 at a price to the public of $17.00 per share. As a result of the sale, Sophia M. Shoen now owns 1,638,472 shares of Common Stock. In addition, Sophia M. Shoen has indicated that she plans to begin making regular sales of Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to a Share Repurchase and Registration Rights Agreement dated as of March 1, 1992, Paul F. Shoen sold 50,632 shares of Common Stock to the ESOP Trust on January 17, 1995 at a price of $19.75 per share. Pursuant to a Registration Statement on Form S-3, effective March 16, 1995 (Registration No. 33-57125), Paul F. Shoen sold 500,000 shares of Common Stock to the public on March 22, 1995 at a price to the public of $19.50 per share. In addition, Paul F. Shoen has sold an aggregate of 87,000 shares of Common Stock pursuant to Rule 144 under the Securities Act. As a result of the above sales, Paul F. Shoen now owns 2,782,058 shares of Common Stock. In recent months, the ESOP Trust has made periodic open market purchases on Nasdaq of 102,750 shares of Common Stock at prices ranging from $16.50 to $23.50 per share and has made its year end allocations of Common Stock to participants in the AMERCO Employee Savings, Profit Sharing and Employee Stock Ownership Plan. As a result of the transactions described in this paragraph and above, the ESOP Trust now holds 1,935,700 shares of Common Stock pursuant to the Stockholder Agreement. In addition, Edward J. Shoen and James P. Shoen in cooperation with the Company have filed plans of reorganization under Chapter 11 of the federal bankruptcy laws as a result of the judgment in the lawsuit described below. Under the plans of reorganization, the Company is expected to fund the purchase of 18,254,596 shares of the Company's Common Stock from the plaintiffs in that case. Certain current members of the Board of Directors of the Company (including Edward J. Shoen and James P. Shoen) and one former director (Paul F. Shoen) are defendants in an action in the Superior Court of the State of Arizona, Maricopa County entitled Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No. CV88-20139, instituted August 2, 1988 (the "Shoen Litigation"). The plaintiffs are all members of a stockholder group that is currently opposed to existing Company management. The plaintiffs alleged various breaches of fiduciary duty and other unlawful conduct by the individual defendants and sought equitable relief, compensatory damages, punitive damages, and statutory post-judgment interest at the rate of 10% per year. Based on the plaintiffs' theory of damages (that their stock has little or no current value) the Court ruled that the plaintiffs elected as their remedy in this lawsuit to transfer their shares of stock to the defendants for a price determined based on the value of 14 the plaintiffs' stock in 1988. On October 7, 1994, the jury determined that (i) the defendants breached their fiduciary duties, and (ii) such breach diminished the value of the plaintiffs' stock. The judge determined that the value of the plaintiffs' stock in 1988 was $25.30 per share or approximately $461.8 million. Pursuant to separate indemnification agreements, the Company has agreed to indemnify the defendants to the fullest extent permitted by law or the Company's Articles of Incorporation or By-Laws, for all expenses and damages, if any, incurred by the defendants in this proceeding, subject to certain exceptions. Any attempted transfer of Common Stock from the plaintiffs to the defendants will implicate rights held by the Company. For example, pursuant to the Company's By-Laws, the Company has certain rights of first refusal with respect to the transfer of the plaintiffs' stock. In addition, the defendants' rights to purchase the plaintiffs' stock may present a corporate opportunity which the Company is entitled to exercise. On February 21, 1995, the director-defendants filed for protection under Chapter 11 of the federal bankruptcy laws, resulting in the issuance of an order automatically staying the execution of the judgment against those defendants. In late April 1995, the director- defendants, in cooperation with the Company, filed plans of reorganization in the United States Bankruptcy Court for the District of Arizona (collectively, the "Plan"). The plans of reorganization filed by the director-defendants propose the same funding and treatment of the plaintiffs' claims resulting from the judgment in the Shoen Litigation. Under the Plan, the director-defendants will transfer (or cause to be transferred) to a stock transfer trust (the "Stock Transfer Trust"), property having a stipulated or adjudicated value in excess of $461.8 million. Each of the plaintiffs would receive a trust certificate representing an undivided, fractional beneficial interest in the Stock Transfer Trust. The property transferred to the Stock Transfer Trust is expected to consist of (i) approximately $300 million in Series B 7 1/2% non-voting cumulative redeemable preferred stock issued by the Company or one of its subsidiaries; (ii) a 1993 REMIC certificate held by the Company with a face value of $11,518,452 evidencing a pool of 61 commercial mortgage loans which are secured by mortgages or deeds of trust on 60 self-storage properties; (iii) mortgage loans with an aggregate principal balance of approximately $109,913,871 on property held by the Company, one or more of its subsidiaries, or two corporations affiliated with the Company; and (iv) real property held free and clear by the Company or its subsidiaries having a total value of approximately $50 million. Upon the funding of the Stock Transfer Trust, the plaintiffs participating in the Stock Transfer Trust will be obligated to transfer their shares of Common Stock to the Company or its designee. Alternatively, and in lieu of their respective proportionate shares of the property to be transferred to the Stock Transfer Trust, each of the plaintiffs may elect to participate in a settlement and receive a discounted cash payment in full satisfaction of their claim (the "Settlement"). The Settlement provides for a cash fund of up to $350 million to be paid by the Company to satisfy the claims of all 15 plaintiffs electing to participate in the Settlement. Any plaintiff electing to participate in the Settlement will receive a pro rata distribution of such fund based on the percentage of all of the plaintiffs' stock held by such plaintiff. Any plaintiff so electing will not participate in or be entitled to any interest in the Stock Transfer Trust and the amount of property transferred to the Stock Transfer Trust will be correspondingly reduced. The Company is expected to fund the Settlement through its existing lines of credit, additional debt or equity issuances, asset sales or a combination of the foregoing. Upon receipt of the cash distribution pursuant to the Settlement, the plaintiffs electing to participate in the Settlement will be obligated to transfer their Common Stock to the Company or its designee. The Plan is expected to be confirmed and completed in 1995. However, there is no assurance that the Plan will be confirmed by the federal bankruptcy court or that the Plan as confirmed will operate as described above. As a result of funding the Plan, the Company is likely to incur additional costs in the future in the form of dividends on preferred stock and/or interest on borrowed funds. On April 25, 1995, the director-defendants in the Shoen Litigation filed an action in the United States Bankruptcy Court for the District of Arizona entitled Edward J. Shoen, et al. v. Leonard S. Shoen, et al., Case No. 95-1430-PHX-JMM, Adversary No. 95-284, seeking injunctive relief to prevent the Company from conducting its annual meetings of stockholders until the Plan is confirmed and/or to prevent the plaintiffs from voting the Common Stock that they are required to transfer pursuant to the Shoen Litigation. The director-defendants alleged that despite the election by the plaintiffs to transfer their Common Stock and thereby disengage themselves from Company ownership, the plaintiffs have two members of their stockholder group nominated to fill two director positions which are scheduled for election at the 1994 deferred annual meeting of stockholders. The director-defendants further alleged that if the Company is not enjoined from holding its 1994 deferred annual meeting and its 1995 annual meeting until the Plan is confirmed and if the plaintiffs are not enjoined from voting their Common Stock, the plaintiffs are likely to elect up to half of the members of the Company's Board of Directors before the end of 1995 because the plaintiffs currently control more Common Stock than the stockholder group that supports existing Company management. The election of Board of Director nominees supported by the plaintiffs would be likely to disrupt the Company's ability to support and fund the Plan. Such disruption, the director-defendants alleged, would affect their ability to reorganize and would cause substantial and irreparable injury to the director-defendants. On June 8, 1995 the court enjoined the Company from conducting its 1994 and 1995 annual meetings of stockholders until an order is entered confirming or denying confirmation of the Plan, or until further order of the court. 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, James P. - ------------------------------------------------------------------ Shoen, the J Trust, Paul F. Shoen, the P Trust, Sophia M. Shoen, the - -------------------------------------------------------------------- S Trust, the ESOP Trust, and the ESOP Trustee, as a group - --------------------------------------------------------- 16 (i) Aggregate number of shares: 17,199,585 (ii) Percentage of class: 44.48 (iii) Sole voting power: (iv) Shared voting power: 17,199,585 (v) Sole dispositive power: (vi) Shared dispositive power: 17,199,585 Edward J. Shoen (without regard to the Stockholder Agreement) - ------------------------------------------------------------- (i) Aggregate number of shares: 3,483,681 (ii) Percentage of class: 9.01 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 James P. Shoen (without regard to the Stockholder Agreement) - ------------------------------------------------------------ (i) Aggregate number of shares: 2,278,814 (ii) Percentage of class: 5.89 The J Trust (without regard to the Stockholder Agreement) - --------------------------------------------------------- (i) Aggregate number of shares: 337,426 (ii) Percentage of class: 0.87 Paul F. Shoen (without regard to the Stockholder Agreement) - ----------------------------------------------------------- (i) Aggregate number of shares: 2,782,058 (ii) Percentage of class: 7.20 The P Trust (without regard to the Stockholder Agreement) - --------------------------------------------------------- (i) Aggregate number of shares: 71,976 (ii) Percentage of class: 0.19 Sophia M. Shoen (without regard to the Stockholder Agreement) - ------------------------------------------------------------- (i) Aggregate number of shares: 1,638,472 (ii) Percentage of class: 4.24 - ------------------------- Based on 38,664,063 outstanding shares which include 32,901,568 shares of Common Stock and 5,762,495 shares of Series A Stock. 17 The S Trust (without regard to the Stockholder Agreement) - --------------------------------------------------------- (i) Aggregate number of shares: 108,891 (ii) Percentage of class: 0.28 The ESOP Trust (without regard to the Stockholder Agreement) - ------------------------------------------------------------ (i) Aggregate number of shares: 1,935,700 (ii) Percentage of class: 5.01 The ESOP Trustee (without regard to the Stockholder Agreement) - -------------------------------------------------------------- (i) Aggregate number of shares: 1,935,7002 (ii) Percentage of class: 5.01 Except as described in Item 4 hereof, no member of the group described on page 2 effected any transactions in Common Stock during the past sixty days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- Attached to this Amendment No. 9 as exhibits are (i) the Statement Pursuant to Rule 13d-1(f); and (ii) Disclosure Statement for Debtor's Plan of Reorganization Proposed By Edward J. Shoen. - ------------------------- These shares include shares allocated to the accounts of Edward J. Shoen (2,432.17 shares), Mark V. Shoen (2,157.57 shares), James P. Shoen (2,126.50 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. 18 SIGNATURE -------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 9 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/ Lloyd T. Dyer - ------------------- -------------------- EDWARD J. SHOEN Lloyd T. Dyer Date: June 20, 1995 Trustee Date: June 20, 1995 /s/ Mark V. Shoen By: /s/ Arthur M. Smith, Jr. - ----------------- ------------------------ MARK V. SHOEN Arthur M. Smith, Jr. Date: June 20, 1995 Trustee Date: June 20, 1995 /s/ James P. Shoen By: /s/ Theodore J. Day - ------------------ --------------------- JAMES P. SHOEN Theodore J. Day Date: June 20, 1995 Trustee Date: June 20, 1995 19 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 ----------------------- ----------------------- MARK A. HAYDUKOVICH MARK A. HAYDUKOVICH Its Vice President Its Vice President Date: June 20, 1995 Date: June 20, 1995 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 ----------------------- ----------------------- MARK A. HAYDUKOVICH MARK A. HAYDUKOVICH Its Vice President Its Vice President Date: June 20, 1995 Date: June 20, 1995 OXFORD LIFE INSURANCE COMPANY, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Edward J. Shoen, grantor) By: /s/ Mark A. Haydukovich ----------------------- MARK A. HAYDUKOVICH Its Vice President Date: June 20, 1995 20 EXHIBIT INDEX ------------- Exhibit Description Sequential Page No. - --------------------------------------------------------------------- 1 Statement Pursuant to Rule 13d-1(f) . . . . . . . . . . . 21 2 Disclosure Statement for Debtor's Plan of Reorganization Proposed By Edward J. Shoen . . . . . . . . . . . . . . . . . . . . . 23 EX-99.1STPER13D1F 2 STATEMENT PURSUANT TO RULE 13D-1(F) 21 EXHIBIT 1 STATEMENT PURSUANT TO RULE 13d-1(f) ----------------------------------- The undersigned parties hereto, Edward J. Shoen, Mark V. Shoen, James P. Shoen, The AMERCO Employee Savings, 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/ Lloyd T. Dyer ----------------- Date: June 20, 1995 Lloyd T. Dyer Trustee Date: June 20, 1995 /s/ Mark V. Shoen - ----------------- MARK V. SHOEN By:/s/ Arthur M. Smith, Jr. ------------------------ Date: June 20, 1995 Arthur M. Smith, Jr. Trustee Date: June 20, 1995 /s/ James P. Shoen - ------------------ JAMES P. SHOEN By:/s/ Theodore J. Day ------------------- Date: June 20, 1995 Theodore J. Day Trustee Date: June 20, 1995 22 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, grantor) By: /s/ Mark A. Haydukovich By: /s/ Mark A. Haydukovich ----------------------- ----------------------- MARK A. HAYDUKOVICH MARK A. HAYDUKOVICH Its Vice President Its Vice President Date: June 20, 1995 Date: June 20, 1995 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 ----------------------- ----------------------- MARK A. HAYDUKOVICH MARK A. HAYDUKOVICH Its Vice President Its Vice President Date: June 20, 1995 Date: June 20, 1995 OXFORD LIFE INSURANCE COMPANY, Trustee under that certain Irrevocable Trust dated December 20, 1982 (Edward J. Shoen, grantor) By: /s/ Mark A. Haydukovich ----------------------- MARK A. HAYDUKOVICH Its Vice President Date: June 20, 1995 EX-2 3 DISCL ST PLAN OF REORGANIZATION 23 EXHIBIT 2 --------- IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re: ) In Proceedings Under Chapter 11 ) EDWARD J. SHOEN, ) Case No. 95-1430-PHX-JMM ) Debtor. ) ) - ------------------------------) ) In re: ) ) JAMES P. SHOEN, ) Case No. 95-1431-PHX-JMM ) Debtor. ) ) - ------------------------------) In re: ) ) AUBREY K. JOHNSON, ) Case No. 95-1432-PHX-CGC ) Debtor. ) ) - ------------------------------) ) In re: ) ) JOHN M. DODDS, ) Case No. 95-1433-PHX-RGM ) Debtor. ) ) - ------------------------------) ) In re: ) ) WILLIAM E. CARTY, ) Case No. 1434-PHX-GBN ) (Jointly Administered Debtor. ) Case No. 95-1430-PHX-JMM) ) - ------------------------------) DISCLOSURE STATEMENT FOR DEBTOR'S PLAN OF ----------------------------------------- REORGANIZATION PROPOSED BY EDWARD J. SHOEN ------------------------------------------ DATED: April 25, 1995 John J. Dawson, Esq. (Az Bar No. 002786) Susan G. Boswell, Esq. (Az Bar No. 004791) Ronald E. Reinsel, Esq. (Az Bar No. 011059) STREICH LANG, P.A. Renaissance One Two North Central Avenue Phoenix, Arizona 85004-2391 Attorneys for EDWARD J. SHOEN, Debtor and Debtor-In-Possession 24 I. INTRODUCTION. ------------ On February 21, 1995, Edward J. Shoen ("Debtor") filed his voluntary petition under Chapter 11 of the Bankruptcy Code, thereby commencing this Chapter 11 bankruptcy case. The Debtor has prepared this Disclosure Statement in connection with the solicitation of acceptances of the "Debtor's Plan Of ---------------- Reorganization Proposed By Edward J. Shoen" (the "Plan"). A copy - ------------------------------------------ of the Plan is attached to this Disclosure Statement as Exhibit "B", and is hereby incorporated by this reference. Capitalized terms used herein have the same meanings as defined in the Plan and the Bankruptcy Code. Terms defined in this Disclosure Statement which are also defined in the Plan are solely for convenience; and the Debtor does not intend to change the definitions of those terms from the Plan. If there is any inconsistency between the Plan and this Disclosure Statement, the Plan is, and will be, controlling. II. INFORMATION REGARDING PLAN AND DISCLOSURE STATEMENT. --------------------------------------------------- The objective of a Chapter 11 case is the confirmation (i.e., approval by the Bankruptcy Court) of a plan of ---- reorganization. A plan describes in detail (and in language appropriate for a legal contract) the means for satisfying the claims against, and interests in, a debtor. After a plan has been filed, the holders of such claims and interests are permitted to vote to accept or reject the plan. Before a debtor can solicit acceptances of a plan, Bankruptcy Code (SECTION)1125 requires the debtor to prepare a disclosure statement containing adequate information of a kind, and in sufficient detail, to enable those parties entitled to vote on the plan to make an informed judgment about the plan and whether they should accept or reject the plan. The purpose of this Disclosure Statement is to provide sufficient information about the Debtor and the Plan to enable you to make an informed decision in exercising your right to accept or reject the Plan. Therefore, this Disclosure Statement provides relevant information about the Debtor, his property, his financial situation, and the Plan. 25 This Disclosure Statement will be used to solicit acceptances of the Plan only after the Bankruptcy Court has entered an order approving this Disclosure Statement. Bankruptcy Court approval of this Disclosure Statement means only that the Bankruptcy Court has found that this Disclosure Statement meets the statutory requirement of Bankruptcy Code (SECTION)1125 to provide adequate information. Such approval by the Bankruptcy Court is not an opinion or ruling on any other merits of this Disclosure Statement; and it does not mean that the Plan has been approved, or will be approved, by the Bankruptcy Court. After this Disclosure Statement has been approved by the Bankruptcy Court and there has been voting on the Plan, there will be a hearing on the Plan to determine whether it should be confirmed. At the hearing, the Bankruptcy Court will consider whether the Plan satisfies the various requirements of the Bankruptcy Code. The Bankruptcy Court also will receive and consider a ballot report prepared by the Debtor which will present a tally of the votes accepting or rejecting the Plan cast by those entitled to vote. Once confirmed, the Plan is treated essentially as a new contract and is binding on all Creditors and other parties in interest in the Debtor's reorganization case. THIS DISCLOSURE STATEMENT IS NOT THE PLAN. FOR THE CONVENIENCE OF CREDITORS, THE PLAN IS SUMMARIZED IN THIS DISCLOSURE STATEMENT. ALL SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE PLAN ITSELF, WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS DISCLOSURE STATEMENT AND THE PLAN, THE PLAN WILL CONTROL. The Bankruptcy Court will hold a hearing on confirmation of the Plan; and before that hearing the report of Ballots cast will be prepared and filed with the Bankruptcy Court. Accordingly, all votes are important because they can determine whether the Plan will be confirmed. III. REPRESENTATIONS. --------------- This Disclosure Statement has not been subject to a certified audit but has been prepared in part from information compiled by the Debtor from records maintained in the ordinary course of his personal financial affairs, from 26 information provided by AMERCO, a Nevada corporation (herein referred to as "AMERCO") or from information received from other third parties. Every effort has been made to be as accurate as possible in the preparation of this Disclosure Statement. Other than as stated in this Disclosure Statement, the Debtor has not authorized any representations or assurances concerning: (i) the Debtor; (ii) his financial affairs and assets; (iii) the operations of AMERCO pertaining only to the funding of the Plan by AMERCO in the satisfaction of the Shareholder Plaintiffs' Claims; or (iv) the value of his assets. Therefore, in deciding to accept or reject the Plan, you should not rely on any information relating to the Debtor or the Plan other than that contained in this Disclosure Statement (or in the Plan itself). You should report any unauthorized representations or inducements to counsel for the Debtor, who may present such information to the Bankruptcy Court for action as may be appropriate. This is a solicitation by the Debtor only and is not a solicitation by his attorneys, agents, financial advisors, accountants, or any other professionals employed by the Debtor. IV. VOTING PROCEDURES AND REQUIREMENTS. ---------------------------------- A. WHO IS ENTITLED TO VOTE. ----------------------- If you are the holder of an Allowed Claim which is "impaired" under the Plan, you are entitled to vote to accept or reject the Plan. Accordingly, to be entitled to vote, your Claim must be both "allowed" and "impaired." 1. ALLOWED CLAIMS. -------------- You have an Allowed Claim if: (i) you timely filed a proof of claim and no objection has been filed to your Claim; (ii) you timely filed a proof of claim, an objection was filed to your Claim, and the Bankruptcy Court has ruled and allowed your Claim; (iii) your Claim is listed by the Debtor in his Schedules (which are on file with the Bankruptcy Court as a public record) as liquidated - -------------------------- The Debtor is an officer and Director of AMERCO. AMERCO and/or one or more of its subsidiaries or affiliates is providing the funding for satisfaction of the Shareholder Plaintiffs' claims as discussed more fully in Section V., infra. ----- 27 in amount and undisputed and no objection has been filed to your Claim; or (iv) your Claim is listed by the Debtor in his Schedules as liquidated in amount and undisputed, an objection was filed to your Claim, and the Bankruptcy Court has ruled and allowed your Claim. If your Claim is not an Allowed Claim, it is a Disputed Claim; and you will not be entitled to vote on the Plan unless the Bankruptcy Court temporarily or provisionally allows or estimates your Claim for voting purposes pursuant to Rule 3018, Federal Rules of Bankruptcy Procedure. If you are uncertain regarding the status of your Claim, you should check the Bankruptcy Court record carefully, including the Debtor's Schedules; and you should seek appropriate legal advice if you have any dispute with the Debtor. The Debtor and his professionals cannot advise you about such matters. 2. IMPAIRED CLAIMS. --------------- Claims are "impaired" when the full amounts of the Allowed Claims will not be paid under the Plan, or when the holders' legal, equitable, or contractual rights are otherwise altered by the Plan. Holders of Claims which are not "impaired" under the Plan are deemed to have accepted the Plan pursuant to Bankruptcy Code (SECTION)1126(f); and their acceptances of the Plan need not be solicited. B. PROCEDURES FOR VOTING. --------------------- 1. SUBMISSION OF BALLOTS. --------------------- All Creditors whose votes are solicited will be sent a Ballot (together with instructions for voting) with a copy of this Disclosure Statement, as approved by the Bankruptcy Court, and a copy of the Plan. You should read the Ballot carefully and follow the instructions contained therein. Please use only the Ballot which was sent with this Disclosure Statement. You should complete your Ballot and return it to: STREICH LANG, P.A. One Renaissance Two North Central Avenue Phoenix, Arizona 85004-2391 Telephone Number: (602) 229-5200 Telefax Number: (602) 229-5690 Attn: Ronald E. Reinsel, Esq. 28 TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED AT THE ADDRESS LISTED ABOVE BY 5:00 P.M., MOUNTAIN STANDARD TIME, ON [WILL INSERT DATE ----------------- SET BY COURT ORDER]. ------------------- A properly addressed and stamped return envelope will be included with your Ballot. However, if the need arises, the telefax number where your Ballot must be returned also is given above. 2. EFFECT ON VOTING OF ELECTION OF CREDITOR ---------------------------------------- SETTLEMENT OPTION. ----------------- The Plan provides for an election by the Shareholder Plaintiffs whose Claims are classified in Classes 3A, 3B, 3C, 3D, 3E, 3F, and 3G to participate in the Accepting Creditor Settlement. The election is to be made at the time such Creditor casts his or her ballot to accept or reject the Plan. If the Creditor elects the Accepting Creditor Settlement, such Creditor is deemed to have accepted the Plan and the vote will count as an acceptance. A Creditor cannot, however, accept the Accepting Creditor Settlement and vote to reject the Plan. 3. INCOMPLETE BALLOTS. ------------------ Unless otherwise ordered by the Bankruptcy Court, Ballots which are signed, dated, and timely received, but on which a vote to accept or reject the Plan has not been indicated, will be counted as a vote to accept the Plan. 4. WITHDRAWAL OF BALLOTS. --------------------- A Ballot, including any election therein, may not be withdrawn or changed after it is cast, unless the Bankruptcy Court permits you to do so after notice and a hearing to determine whether sufficient cause exists to permit the change. 5. QUESTIONS AND LOST OR DAMAGED BALLOTS. ------------------------------------- If you have any questions concerning voting procedures, if your Ballot is damaged or lost, or if you believe you should have received a Ballot but did not receive one, you may contact Ronald E. Reinsel, Esq. at the address and telephone or telefax numbers listed above. 29 C. SUMMARY OF VOTING REQUIREMENTS. ------------------------------ In order for the Plan to be confirmed, the Plan must be accepted by at least one impaired class of Claims. For a class of Claims to vote to accept the Plan, votes representing at least two- thirds (2/3) in amount and a majority in number of the Claims voted in that class must be cast for acceptance of the Plan. As more fully described in Article XII of this Disclosure Statement, the Debtor is seeking acceptances from holders of Allowed Claims in the following classes which are or may be "impaired" under the Plan, provided, however, that the Debtor will have the right to supplement - ----------------------- this Disclosure Statement as to any other impaired classes, if any. CLASS DESCRIPTION ----- ----------- 3 Stock Transfer Claims, including Classes 3A through 3G inclusive 4 General Unsecured Claims 5 Punitive Damage Claim 6 Securities Litigation Claims 7 Stock Transfer Judgment Codebtor Claims IT IS IMPORTANT THAT HOLDERS OF ALLOWED IMPAIRED CLAIMS EXERCISE THEIR RIGHTS TO VOTE TO ACCEPT OR REJECT THE PLAN. The specific treatment of each Class under the Plan is described in the Plan and is summarized in Article IX of this Disclosure Statement. Bankruptcy Code (SECTION)1129(b) provides that, if the Plan is rejected by one or more impaired classes of Claims, the Plan (or any modification thereof) nevertheless may be confirmed by the Bankruptcy Court if the Bankruptcy Court determines that the Plan does not discriminate unfairly and is fair and equitable with respect to the rejecting class or classes of Claims impaired under the Plan. A VOTE FOR ACCEPTANCE OF THE PLAN BY THOSE HOLDERS OF A CLAIM WHO ARE ENTITLED TO VOTE IS MOST IMPORTANT. THE DEBTOR ASSERTS THAT THE TREATMENT OF CREDITORS UNDER THE PLAN IS THE BEST ALTERNATIVE FOR CREDITORS AND THE DEBTOR RECOMMENDS THAT THE HOLDERS OF ALLOWED CLAIMS VOTE IN FAVOR OF THE PLAN. V. OVERVIEW OF THE PLAN. -------------------- The following is a general overview of the Plan and certain provisions of the Plan. This overview has been prepared to describe the Plan and some of its more pertinent provisions in basic terms; and the Debtor does not 30 offer it as a comprehensive analysis of the Plan, which is a complicated legal document. A more extensive narrative of the Plan is provided in Article IX of this Disclosure Statement; but even that description is still a summary and is subject to and controlled by the Plan itself. If it is important to you to understand every nuance of the Plan as a complicated and precise legal contract, you are urged to read the Plan in its entirety and to consult with legal counsel to understand the Plan fully. A. GENERAL STRUCTURE OF THE PLAN. ----------------------------- The Plan proposes the reorganization of the Debtor and his Estate. The Debtor, when he becomes the Reorganized Debtor, will be responsible for all obligations of the Debtor as provided under the Plan. The Debtor proposes to implement the Plan by restructuring and satisfying his obligations to both his secured and unsecured creditors. 1. INCIDENT LEADING TO THE FILING OF THE ------------------------------------- CHAPTER 11 CASE. --------------- On August 2, 1988, Leonard S. Shoen, Samuel W. Shoen, M.D., Michael L. Shoen, Mary Anna Shoen Eaton, Cecilia M. Shoen Hanlon, Katrina M. Shoen Carlson, Theresa Shoen Romero and the following Arizona corporations: L.S.S., Inc., Samwill, Inc., Mickl, Inc., Maran, Inc., Cemar, Inc., Kattydid, Inc., and Thermar, Inc. (collectively the "Shareholder Plaintiffs"), instituted an action against Edward J. Shoen, Paul F. Shoen, James P. Shoen, Aubrey K. Johnson, William E. Carty, and John M. Dodds, all of whom were directors of AMERCO at the time (the "Director Defendants"). The Shareholder Plaintiffs alleged various breaches of fiduciary duty and other unlawful conduct by the - -------------------------- The Shareholder Plaintiffs collectively own 18,254,976 shares of AMERCO common stock. Before a 1988 stock sale (which was a subject of the Arizona Litigation) the Shareholder Plaintiffs owned approximately 49.66% of the common stock of AMERCO. The term "Director Defendants" is defined in the Plan as, and collectively comprises, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson, John M. Dodds and William H. Carty who are the debtors in these jointly administered Chapter 11 cases. Paul F. Shoen was also a defendant in the Arizona Litigation, and is also a party against whom the Stock Transfer Judgment has been rendered. The Debtor is informed and believes, as the preparation date of the Plan, that Paul F. Shoen has not sought bankruptcy relief. 31 individual Director Defendants in their capacity as directors of AMERCO and sought equitable relief, compensatory damages, and punitive damages (the "Arizona Litigation"). Prior to trial and pursuant to rulings by the Court in the Arizona Litigation, the Shareholder Plaintiffs elected a remedy which requires a forced sale of all of their common stock in AMERCO to the Director Defendants. The price was to be determined based on the value of those shares (the "Stock Transfer Claim" as defined in the Plan) as determined in the Arizona Litigation. On October 7, 1994, the jury in the Arizona Litigation returned its verdict against the Director Defendants finding (in addition to liability) that the value of the Shareholder Plaintiffs' shares of AMERCO stock was $81.12 per share or approximately $1.48 billion. The jury also awarded the Shareholder Plaintiffs $70 million in punitive damages against the Debtor. On February 2, 1995, The Honorable Thomas Dunevant III, who presided over the Arizona Litigation, ruled, among other things, that the jury's award of damages against the Director Defendants was excessive because it was based upon an excessive valuation of the Shareholder Plaintiffs' shares of stock. Accordingly, a remittitur of the verdict against the Director Defendants was granted and the verdict was reduced to $461,838,000 plus interest from February 14, 1995 at the rate of ten percent (10%) per annum plus taxable costs (the "Stock Transfer Judgment"). In addition, the verdict against the Debtor for punitive damages was remitted to $7,000,000. The Shareholder Plaintiffs accepted these remitted amounts. Prior to entry of the Stock Transfer Judgment, the Debtor was solvent and paying his debts as they became due. However, the entry of the Stock Transfer Judgment, for which the Debtor is jointly and severally liable, caused the Debtor to become insolvent and in need of reorganization, and the Debtor and - ------------------------- At the time relevant to the complaint, AMERCO's common stock was privately held. Thus, the value of the Shareholder Plaintiffs'shares could not be determined by reference to stock reports. 32 the four other Director Defendants were forced to file petitions for protection under Chapter 11 of the Bankruptcy Code on February 21, 1995. The Stock Transfer Judgment provides for a judicially ordered sale of the Shareholder Plaintiffs' AMERCO common stock. Specifically, the Stock Transfer Judgment provides that the Debtor and the other Director Defendants, jointly and severally, must pay the monetary obligations owing to the respective Shareholder Plaintiffs under that judgment (i.e., the total principal amount of ---- $461,838,000, plus accrued interest and taxable costs, as allocated to each of the Shareholder Plaintiffs according to each of their proportionate stock interests (defined in the Plan as the "Stock Transfer Judgment Amount")). In return, the Stock Transfer Judgment requires all of the Shareholder Plaintiffs to transfer their AMERCO common stock to the Director Defendants or their designee. 2. SUMMARY OF PLAN. --------------- The Claims of the Shareholder Plaintiffs pursuant to the Stock Transfer Judgment are Disputed Claims with respect to the liability of the Debtor and the other Director Defendants for the Stock Transfer Judgment Amount. The Debtor and the other Director Defendants have, among other remedies, unexpired rights to appeal the Stock Transfer Judgment Amount. In addition, the Punitive Damage Claim is a Disputed Claim, and the Debtor has already filed a notice appeal in the Arizona Court of Appeals with respect to the Punitive Damage Claim. The Debtor and the other Director Defendants hold indemnification claims against AMERCO which may apply to the Stock Transfer Judgment; and they have preserved and scheduled those indemnification claims in their respective Chapter 11 cases. At the same time, the Debtor and the other Director Defendants have not attempted to make demands upon and prosecute their indemnification claims against AMERCO because: (i) they believe that the enforcement of such indemnification claims against AMERCO probably would require protracted and expensive litigation against AMERCO and against other parties (e.g., various other AMERCO ---- stockholders) who may try to prevent AMERCO from performing its 33 indemnification agreements with the Director Defendants; (ii) they believe that the eventual outcome of that litigation is uncertain; and (iii) they believe that the ultimate collectibility of any indemnification judgment (if and when such a judgment is obtained) is uncertain. Pursuant to AMERCO's corporate bylaws, AMERCO has certain rights of first refusal with respect to certain sales of the Shareholder Plaintiffs' AMERCO common stock, including the purchase of that stock by the Debtor and the other Director Defendants. Moreover, the Director Defendants' rights to purchase the Shareholder Plaintiffs' AMERCO common stock pursuant to the Stock Transfer Judgment may present a corporate opportunity which AMERCO is entitled to exercise. In the context of the facts and circumstances described above, the Debtor and the other Director Defendants, in cooperation with AMERCO, have proposed in their respective plans of reorganization the following funding and treatment of the Shareholder Plaintiffs' Disputed Claims under the Stock Transfer Judgment: 1. In full settlement and satisfaction of the Shareholder Plaintiffs' Disputed Claims under the Stock Transfer Judgment, on the Plan's Effective Date (as defined therein), the Debtor and the other Director Defendants will transfer to the Shareholder Plaintiffs (pursuant to the Stock Transfer Trust defined in the Plan) property having either a stipulated or adjudicated value equal to the full amount which the Shareholder Plaintiffs are entitled to recover from the insolvent estates of the Debtor and the other Director Defendants on account of the Shareholder Plaintiffs' Disputed Claims for the Stock Transfer Judgment Amount. Specifically, the stipulated or adjudicated value of the property transferred will be $461,838,000, plus interest thereon at the rate of 10% per year from February 14, 1995 to and including the February 21, 1995 - ------------------------- See Article IX(A) (Class 6) for a discussion of certain litigation --- which is pending against the Debtor and the other Director Defendants arising out of the Stock Transfer Judgment and the possibility that AMERCO would indemnify the Debtor and the other Director Defendants for liability arising out of the Stock Transfer Judgment. 34 Petition Date, plus any taxable costs awarded in the Arizona Litigation (defined collectively as the "Shareholder Plaintiffs' Effective Date Payoff"). 2. Alternatively, and in lieu of their respective proportionate shares of the property comprising the Shareholder Plaintiffs' Effective Date Payoff, each of the Shareholder Plaintiffs may elect to participate in the Accepting Creditor Settlement and receive discounted cash payments on the Effective Date in full settlement and satisfaction of their respective Disputed Claims. The total discounted cash payments available to the Shareholder Plaintiffs will be $350,000,000; and the Shareholder Plaintiffs voluntarily choosing to participate in the Accepting Creditor Settlement will receive shares of $350,000,000 in the same proportions as their otherwise applicable shares of the Shareholder Plaintiffs' Effective Date Payoff. If any Shareholder Plaintiffs accept the discounted cash payoff on the Effective Date, the Shareholder Plaintiffs' Effective Date Payoff will be reduced by what otherwise would be the proportionate share of each settling Shareholder Plaintiff. 3. AMERCO will be the funding source of the property comprising the Shareholder Plaintiffs' Effective Date Payoff and the alternatively available discounted cash payments. 4. On the Effective Date, all of the Shareholder Plaintiffs' AMERCO common stock will be transferred to an entity which will be designated prior to the Effective Date. 5. The Punitive Damage Claim will be satisfied, when and if it becomes an Allowed Claim in any amount, in full, by payments of Cash or property either to the Disbursing Agent (if the Punitive Damage Claim has become as Allowed Claim at the time of payment) or to the Impoundment Trust (if the Punitive Damage Claim has not become an Allowed Claim at the time of Payment). Exclusive of the Shareholder Plaintiffs and/or their Disputed Claims under the Stock Transfer Judgment, the Debtor deals with the Claims of other - ------------------------- See Exhibit "A", which is attached to this Disclosure Statement --- and is hereby incorporated herein, for a detailed description of the property which is going to be transferred to the Stock Transfer Trust in satisfaction of the Disputed Claims of the Shareholder Plaintiffs. 35 Creditors in the Plan. With respect to these other Claims and Creditors, the Debtor proposes to implement the Plan by making payments from income earned after the Petition Date and/or by selling or transferring other assets of the Debtor or the Debtor's Estate--all as provided in the Plan and described in more detail below. The Debtor's implementation of the Plan will include, but is not limited to, obtaining final adjudications of any other Claims which are disputed Claims (whether by stipulations or after litigation and the exhaustion of appellate rights and remedies). VI. SIGNIFICANT EVENTS DURING THE REORGANIZATION CASES. -------------------------------------------------- A. JOINT ADMINISTRATION. -------------------- On or about February 22, 1995, the Debtor and the other Director Defendants filed a Joint Motion for the joint administration of their respective Chapter 11 cases or for the assignment of certain of the cases to the Honorable James M. Marlar pursuant to Bankruptcy Local Rule 5005(c). On March 30, 1995, the Bankruptcy Court entered an Order administratively consolidating the five cases, with all matters to be docketed in Case No. 95-1430-PHX-JMM. B. EMPLOYMENT OF PROFESSIONALS. --------------------------- As of the date of this Disclosure Statement, the Debtor has employed Streich Lang, P.A. as the general bankruptcy counsel to the Debtor, which employment was approved by Order of the Bankruptcy Court. C. APPEAL OF PUNITIVE DAMAGE CLAIM. ------------------------------- On or about March 23, 1995, the Debtor filed an appeal of the Punitive Damage Claim with the Arizona Court of Appeals. Because of the recent filing, briefs in support and opposition of the appeal have not been submitted. Accordingly, it is not possible to predict when the appeal will be resolved. D. APPOINTMENT OF UNSECURED COMMITTEE. ---------------------------------- On April 11, 1995, the United States Trustee appointed the Unsecured Committee, allegedly to represent the interests of the Unsecured Creditors. - ------------------------- At the time the Reorganization Cases were filed, the first two (and the lowest numbered cases--the Debtor's and James P. Shoen's) were assigned to Judge Marlar. 36 The Creditors appointed to the Unsecured Committee are all Shareholder Plaintiffs who are also insiders of the Debtor. In addition, the Shareholder Plaintiffs are not representative of the other general unsecured creditors. Accordingly, the Debtor and the other Director Defendants intend to object to the appointment. E. PLAN AND DISCLOSURE STATEMENT. ----------------------------- The Debtor and the other Director Defendants filed their Plans within approximately sixty (60) days of the Petition Date. F. COMPLAINT FOR INJUNCTIVE RELIEF. ------------------------------- Contemporaneously with the filing of the Plan and this Disclosure Statement, the Debtor and other Director Defendants filed a Complaint against AMERCO and the Shareholder Plaintiffs in the Bankruptcy Court seeking injunctive relief pertaining to the impending Shareholders' annual meeting and election of certain members of the AMERCO Board of Directors. Specifically, the Director Defendants are asking the Bankruptcy Court either to: (i) maintain the status quo by enjoining AMERCO from holding the annual meeting until after the Plan has been confirmed, or (ii) enjoin the Shareholder Plaintiffs from voting at such annual meeting on the election of members of the AMERCO Board of Directors. The Shareholder Plaintiffs had expressed (even after the Stock Transfer Judgment was entered) and continue to express their desire to change management of AMERCO even though they will no longer be shareholders of AMERCO with voting rights. Accordingly, since AMERCO is funding the satisfaction of the Stock Transfer Claims, it is in the best interests of all Creditors of the Director Defendants and AMERCO that there not be a disruption in management by shareholders who will shortly be divested of their stock through satisfaction in full of their Stock Transfer Claims. VII. THE PRESENT CONDITION OF THE DEBTOR IN CHAPTER 11. ------------------------------------------------- Pursuant to the automatic stay of Bankruptcy Code (SECTION)362(a), the Shareholder Plaintiffs are stayed from commencing collection actions against the Debtor to enforce the Stock Transfer Judgment during the pendency of this case, or until the Bankruptcy Court grants relief from the automatic stay. In addition, by operation of the automatic stay the Director Defendants have 37 unexpired appeal rights relating to the Stock Transfer Judgment. During this time AMERCO is arranging the funding of the Plan with respect to the Stock Transfer Claim. In addition, the Debtor is paying his post-petition obligations as they become due in the ordinary course of his personal financial affairs. It is not anticipated that the Debtor will have any difficulty in continuing to do so throughout the pendency of this case. VIII. THE ANTICIPATED FUTURE OF THE DEBTOR. ------------------------------------ Once the Stock Transfer Claim is satisfied and extinguished pursuant to the Plan, the Debtor will once again be solvent and able to pay his debts as they become due. The Debtor, after satisfaction of the Stock Transfer Claim, will be able to satisfy all of his obligations other than the Stock Transfer Judgment from his assets and future income. In addition, the Debtor anticipates that after the Effective Date his future income and other assets will enable him to remain solvent and continue to pay his debts as they become due. Thus, the Debtor will not need any further financial reorganization. IX. DESCRIPTION OF THE PLAN. ----------------------- The following is a general description of the Plan and certain provisions of the Plan. This description has been prepared to describe the Plan and some of its more pertinent provisions in basic terms; and the Debtor does not offer it as a comprehensive analysis of the Plan, which is a complicated legal document. If it is important to you to understand every nuance of the Plan as a complicated and precise legal contract, you are urged to read the Plan in its entirety and to consult with legal counsel to understand the Plan fully. The following description of the Plan is for informational purposes only and does not purport to change or supersede any of the specific contractual language of the Plan. THE PLAN IS CONTROLLING IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE CONTENTS OF THE PLAN AND THE CONTENTS OF THIS DISCLOSURE STATEMENT. A. CLASSIFICATION AND TREATMENT OF CLAIMS UNDER THE PLAN. ----------------------------------------------------- CLASS 1: ADMINISTRATIVE CLAIMS. The Class 1 Claims will ------------------------------- be all Claims which are Administrative Claims, including all Professional Charges of Chapter 11 professionals. The holder of every Class 1 Administrative Claim will 38 be paid fully and in cash on the Effective Date if the Claim is then an Allowed Claim, or fully and in cash (including any interest allowed by the Bankruptcy Court) when and if the Claim becomes an Allowed Claim after the Effective Date, or as otherwise agreed in writing by the holder of the Allowed Claim or ordered by the Bankruptcy Court. Every Allowed Class 1 Claim for an operating expense of the Debtor incurred in the ordinary course of the Debtor's business will be paid fully and in cash in the ordinary course of such business. The likely sources of the payments of all Allowed Class 1 Administrative Claims will be: (a) AMERCO, as to Professional Charges; and (b) the Debtor's post-petition income, as to all other Class 1 Administrative Claims. Accordingly, Class 1 Administrative Claims are UNIMPAIRED pursuant to the Plan and Bankruptcy Code ---------- (SECTION)1124, 11 U.S.C. (SECTION)1124. CLASS 2: PRIORITY UNSECURED CLAIMS. The Class 2 Claims ----------------------------------- will be all Claims which are Priority Unsecured Claims. The likely sources of the payments of all such Allowed Claims, if there are any such Allowed Claims, will be the Debtor's post-petition income. The holder of every Class 2 Priority Unsecured Claim will be paid: (i) fully and in cash on the Effective Date if the Claim is then an Allowed Claim; (ii) fully and in cash (including any interest allowed by the Bankruptcy Court) when and if the Claim becomes an Allowed Claim after the Effective Date; (iii) fully and in cash (including any interest allowed by the Bankruptcy Court) with respect to any Allowed Claim for unpaid taxes of the kind provided in Bankruptcy Code (SECTION)507(a)(8), 11 U.S.C. (SECTION)507(a)(8), provided, however, that as permitted by Bankruptcy Code (SECTION)1129(a)(9), - ----------------------- 11 U.S.C. (SECTION)1129(a)(9), any such Allowed Claim will be paid in deferred quarterly cash payments of principal and market rate interest payable in arrears over a period of six (6) years from and after the date of assessment of such Claim; or (iv) as otherwise agreed in writing by the holder of the Allowed Claim or ordered by the Bankruptcy Court. Any disputes between the Debtor and the Creditors holding Priority Unsecured Claims will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. The Debtor proposes eight percent (8%) per year as an appropriate market rate of interest. Accordingly, Class 2 Claims are UNIMPAIRED ---------- 39 pursuant to the Plan and Bankruptcy Code (SECTION)1124, 11 U.S.C. (SECTION)1124. The Debtor has scheduled $244,000 in unliquidated, contingent and disputed Unsecured Priority Claims. CLASS 3: STOCK TRANSFER CLAIMS. ------------------------------- CLASS 3A: L.S. SHOEN AND/OR LSS, INC. STOCK TRANSFER CLAIMS. ------------------------------------------------------------ The Class 3A Claims will be all Claims of L.S. Shoen and/or LSS, Inc. which are Stock Transfer Claims. CLASS 3B: SAMUEL W. SHOEN AND/OR SAMWILL, INC. STOCK TRANSFER -------------------------------------------------------------- CLAIMS. The Class 3B Claims will be all Claims of Samuel W. Shoen ------ and/or SAMWILL, Inc. which are Stock Transfer Claims. Class 3C: MICHAEL L. SHOEN AND/OR MICKL, INC. STOCK TRANSFER ------------------------------------------------------------- CLAIMS. The Class 3C Claims will be all Claims of Michael L. Shoen ------ and/or MICKL, Inc. which are Stock Transfer Claims. CLASS 3D: MARY ANNA EATON AND/OR MARAN, INS. STOCK TRANSFER ------------------------------------------------------------ CLAIMS. The Class 3D Claims will be all Claims of Mary Anna Eaton ------ and/or MARAN, Inc. which are Stock Transfer Claims. CLASS 3E: CECILIA HANLON AND/OR CEMAR, INS. STOCK TRANSFER ----------------------------------------------------------- CLAIMS. The Class 3E Claims will be all Claims of Cecilia Hanlon ------ and/or CEMAR, Inc. which are Stock Transfer Claims. CLASS 3F: THERESA ROMERO AND/OR THERMAR, INC. STOCK TRANSFER ------------------------------------------------------------- CLAIMS. The Class 3F Claims will be all Claims of Theresa Romero ------ and/or THERMAR, Inc. which are Stock Transfer Claims. CLASS 3G: KATRINA CARLSON AND/OR KATTYDID, INC. STOCK TRANSFER --------------------------------------------------------------- CLAIMS. The Class 3G Claims will be all Claims of Katrina Carlson ------ and/or KATTYDID, Inc. which are Stock Transfer Claims. The description of the treatment of the Stock Transfer Claims and of the source of funding to satisfy the Stock Transfer Claims is set forth in detail in Exhibit "A" which is attached hereto and by this reference incorporated herein. The Class 3A - 3G Claims are IMPAIRED pursuant to the Plan. The Class 3A - 3G -------- Claims collectively, if allowed in full, are $461,838,000 plus interest 40 at the rate of ten percent (10%) per year from February 14, 1995 to the Petition Date and taxable costs. CLASS 4: GENERAL UNSECURED CLAIMS. The Class 4 Claims ----------------------------------- will be all Claims which are General Unsecured Claims. Holders of Allowed Class 4 Claims will be paid in full, along with a market rate of interest, in three installments: 1) on the Effective Date; 2) on or before the six (6) month anniversary of the Effective Date; and 3) on or before the one (1) year anniversary of the Effective Date. These payments will be pro rata distributions and -------- subject to reserves for Class 4 Claims which may be Disputed Claims. As an appropriate market rate of interest the Debtor has proposed eight percent (8%) per year; however, any dispute as to an appropriate market rate of interest will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. The likely source of the payments of the Allowed Class 4 General Unsecured Claims will be the Debtor's post-petition income. The General Unsecured Claims which comprise the Class 4 Claims are IMPAIRED pursuant to the Plan. The Debtor has scheduled - -------- approximately $55,302 in unliquidated, contingent and disputed Class 4 Claims. CLASS 5: PUNITIVE DAMAGE CLAIMS. Class 5 Claims will be -------------------------------- all Claims which comprise the Punitive Damage Claim. The Punitive Damage Claim is a Disputed Claim and will be treated and paid (if, when, and to the extent it is an Allowed Claim) pursuant to Class 5 under the Plan as follows: on the Effective Date, and annually for ten years thereafter, the Debtor will pay into an Impoundment Trust money or property which will be sufficient to amortize and pay in full the Punitive Damages Claim, including a market-rate of interest (from the Effective Date), over a period of ten years. Subject to such amortization, the entire unpaid balance, together with any unpaid interest, will be fully due and payable on the tenth (10th) anniversary of the Effective Date. When and if the Punitive Damage Claim becomes an Allowed Claim, the deposits in the Impoundment Trust (including any interest thereon) will be disbursed pro rata to the Creditors holding the Punitive Damage -------- Claim based upon their proportionate 41 interests in the Impoundment Trust. Thereafter, if the Punitive Damage Claim has not been fully paid pursuant to the Plan, the payment to the holders of the Allowed Claim will be paid directly, and the Impoundment Trust will terminate. If the Debtor has deposited property (as opposed to money) into the Impoundment Trust, the Reorganized Debtor will have ninety (90) days after the Punitive Damage Claim becomes an Allowed Claim to sell, liquidate or otherwise dispose of such property and pay cash equal to the value of the property to the Impoundment Trust prior to its distribution to the holders of Allowed Claims. The Debtor has proposed eight percent (8%) per year as an appropriate market interest rate for the Punitive Damage Claim; however, any dispute regarding the appropriate market interest rate will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. The likely source of the payments of the Punitive Damage Claim will be the future income and property of the Debtor. The Punitive Damage Claim which comprises the Class 6 Claim is IMPAIRED -------- pursuant to the Plan. The punitive damages awarded in the Arizona Litigation, which the Debtor scheduled in the amount of $7,000,000, are unliquidated, contingent and disputed Class 5 Claims. The Punitive Damage Claim is on appeal. CLASS 6: SECURITIES LITIGATION CLAIMS. The Class 6 --------------------------------------- Claims will be all Claims which are Securities Litigation Claims. The Securities Litigation Claims, which are Disputed Claims, will be treated and paid (when, if, and to the extent that they are Allowed Claims) pursuant to Class 6 of the Plan, are subject to subordination pursuant to Bankruptcy Code (SECTION)510(b), 11 U.S.C. (SECTION)510(b), and will be subordinated to all other Claims for purposes of distribution under the Plan. The Securities Litigation Claims are Disputed Claims that were asserted subsequent to the jury's verdict in the Arizona Litigation. Specifically, certain holders of preferred stock in AMERCO (collectively, the "Nevada Plaintiffs") filed four (4) separate lawsuits against AMERCO, the Debtor, and certain of the other Director Defendants in the United States District Court for the District of Nevada (collectively, the "Securities Litigation"). The Nevada Plaintiffs primarily seek relief for alleged securities violations arising from 42 the purchase and sale of AMERCO preferred stock. One of the four (4) lawsuits comprising the Securities Litigation is a derivative action purportedly brought on behalf of AMERCO (the "Derivative Lawsuit") wherein the plaintiffs also sought an injunction in the Nevada District Court (the "Injunction Proceedings") to prevent AMERCO from indemnifying any of the Director Defendants from any liability arising from the Arizona Litigation. The Securities Litigation and the Injunction Proceedings were stayed by the filing of the Chapter 11 reorganization cases pursuant to 11 U.S.C. (SECTION)362(a); and the plaintiffs in the Derivative Lawsuit have agreed to stay the Injunction Proceedings pursuant to a standstill agreement with the Debtor and the other defendants. The Debtor believes that the claims asserted in the Securities Litigation are unfounded, disputes the Securities Litigation Claims, and believes that there will be no recovery on the Securities Litigation Claims when and if those claims are finally adjudicated. As, when, and to the extent that a Securities Litigation Claim becomes an Allowed Claim, it will be treated and paid, with an allowed market rate of interest, over a period of ten (10) years. The Debtor has proposed eight percent (8%) as an appropriate market interest rate which, if there is a dispute, will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. The likely source of the payments of the Securities Litigation Claim will be, to the extent that such Claim is not satisfied through any right of contribution, reimbursement, or payment by any other party or entity, the post-petition income and property of the Debtor. The Securities Litigation Claims which comprise the Class 6 Claim are IMPAIRED pursuant to the Plan. -------- CLASS 7: STOCK TRANSFER JUDGMENT CODEBTOR CLAIMS. -------------------------------------------------- Class 7 Stock Transfer Judgment Codebtor Claims will be all Claims against the Debtor which are asserted by the Creditor to arise from rights of contribution or reimbursement (including, but not limited to, subrogation rights) with respect to payment and/or settlement and satisfaction of the Stock Transfer Judgment. In light of the treatment of the Stock Transfer Claims provided in the Plan, the 43 Debtor does not believe that there are (or will be) any Stock Transfer Judgment Codebtor Claims which are (or will become) Allowed Claims against the Debtor. Such claims, if any, until allowed, will be Disputed Claims, and no distributions of any kind will be made on account of any Stock Transfer Judgment Codebtor Claims. As, when, and to the extent that the Stock Transfer Judgment Codebtor Claims become Allowed Claims, they will be treated and paid in full, including any accrued interest thereon, in equal annual installments by the tenth (10th) anniversary of the Effective Date. Subject to the above-stated amortization provisions, the entire unpaid balance of all Stock Transfer Judgment Codebtor Claims (if any) which become Allowed Claims, including any unpaid interest, will be due and payable on the tenth (10th) anniversary of the Effective Date. The Stock Transfer Judgment Codebtor Claims (if allowed) will bear interest at a market rate of interest from and after the later of: (i) the Effective Date; or (ii) the date on which the Claim becomes an Allowed Claim. If there is any dispute between the Debtor and the Creditors holding such Claims regarding the appropriate market interest rate, that dispute will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. As an appropriate market interest rate, the Debtor proposes eight percent (8%) per year. To the extent that any Allowed Stock Transfer Judgment Codebtor Claim is not satisfied by or through any rights to contribution, reimbursement, or payment by any other individual or entity (all of which the Debtor and the Reorganized Debtor expressly reserve), the likely source of the payments of any Allowed Securities Litigation Claim will be the post-petition income and property of the Reorganized Debtor. The Stock Transfer Judgment Codebtor Claims which comprise the Class 7 Claims are IMPAIRED pursuant to the Plan. - -------- CLASS 8: DEBTOR'S EQUITY INTEREST. The Class 8 equity ----------------------------------- interest will be the equity interest of the Debtor, who is an individual. Subject to the provisions of the Plan providing for payment in full of the Creditors holding the Allowed Claims in Classes 1 through 7, the Debtor will retain all of his equity 44 interest which will revest in the Reorganized Debtor on the Effective Date. The Class 8 equity interest is or may be UNIMPAIRED pursuant to the Plan. - ---------- B. SUMMARY OF OTHER PLAN PROVISIONS. -------------------------------- 1. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. ----------------------------------------------------- Before the Confirmation Hearing, the Debtor will file one or more motions identifying the Executory Contracts which he intends to assume as of the Confirmation Date and those which he intends to reject as of the Confirmation Date; and such motions and the Bankruptcy Court's orders thereon will be deemed incorporated in the Plan. All Executory Contracts which are assumed will be vested in the Reorganized Debtor as of the Effective Date. 2. EFFECTIVE DATE OF THE PLAN. -------------------------- The "Effective Date" of the Plan determines when the performance of many of the obligations under the Plan are due. The Effective Date is defined in the Plan. The Debtor expects that the Plan will be effective by the first Business Day (as defined herein) after January 1, 1996 (although nothing in the Plan prohibits an earlier or later Effective Date as the circumstances of the case may permit or require). In light of the provisions regarding the Shareholder Plaintiffs' Effective Date Payoff or the alternative discounted cash payments, the Plan will be substantially consummated on the Effective Date. 3. MEANS FOR IMPLEMENTATION OF THE PLAN. ------------------------------------ Whenever the Plan requires a payment (whether by payment of Cash or transfer of property) to be made, such payment will be deemed made and effective upon tender thereof by the Debtor or the Reorganized Debtor to the Creditor to which payment is due, or in the case of the Stock Transfer Trust, when the transfer by AMERCO of the Stock Transfer Trust Property is completed. If any Creditor refuses a tender, the amount tendered and refused will be held by the Debtor, or the Reorganized Debtor, or the Stock Transfer Trust for the benefit of that Creditor pending final adjudication of the dispute. However, when and if the dispute is finally adjudicated and the Creditor receives the funds or property previously tendered and refused, the Creditor will be obliged to apply the funds or 45 property in accordance with the Plan as of the date of the tender; and while a dispute is pending and after adjudication thereof, the Creditor will not have the right to claim interest or other charges on account of the tendered amount or to exercise any other right which would be enforceable by the Creditor if the Debtor failed to pay the tendered payment, or make the tendered property transfer. 4. PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN. ------------------------------------------------- No payments or other distributions will be made to Creditors unless and until their Claims are Allowed Claims. Under the Plan, the Debtor or the Reorganized Debtor can object to the allowance of any Claim which is not already an Allowed Claim on the Confirmation Date. If the Debtor objects to a Claim, the Claim will be treated as a Disputed Claim until the objection has been settled or fully adjudicated, although the Bankruptcy Court may estimate or temporarily allow the Disputed Claim (e.g., for ---- purposes of voting). 5. CLAIMS AGAINST THIRD PARTIES. ---------------------------- Under the Plan, the Debtor will retain any and all claims, actions, defenses, counterclaims, setoffs, and recoupments belonging to the Debtor or his Estate. As such, the Debtor may enforce, compromise, settle, release, or otherwise dispose of such rights and claims as he may deem appropriate in his considered business judgment, including, without limitation, any and all claims, actions, defenses, counterclaims, setoffs, and recoupments held by the Debtor or its Estate against: (i) any other Person against which the Debtor or the Reorganized Debtor may hold a claim; and (ii) any governmental unit for tax protests and similar claims. Notwithstanding the above-stated reservation of rights, and the powers to exercise those rights, and when and if requested by AMERCO, the Reorganized Debtor will transfer and assign to AMERCO, wholly or in part, all rights of contribution or reimbursement against other individuals or entities arising from or related to the Stock Transfer Judgment. Such assigned rights will or may include, without limitation, all Claims (if any) of the Debtor and the other Director Defendants against each other which otherwise would be (or might be) Stock Transfer Judgment Codebtor Claims and all similar rights and claims against Paul F. Shoen, 46 provided, however, that any rights and claims against Paul F. Shoen - ----------------------- first will be set off and recouped by the Debtor and the Reorganized Debtor against any Stock Transfer Judgment Codebtor Claim which that individual may assert. 6. MODIFICATION OF THE PLAN. ------------------------ The Debtor or the Reorganized Debtor may modify the Plan from time to time in accordance with, and pursuant to, Bankruptcy Code (SECTION)1127. 7. DISCHARGE OF THE DEBTOR. ----------------------- Unless otherwise expressly stated in the Plan, distributions to holders of Claims under the Plan are in full discharge and satisfaction of those Claims against the Debtor. Moreover, on the Effective Date of the Plan, all Claims against the Debtor which arose prior to the entry of the Confirmation Order will be discharged pursuant to Bankruptcy Code (SECTION)1141(d). Accordingly, except for performance of the Plan, holders of Claims cannot assert any further Claims against the Debtor based on any such discharged Claims and any rights, remedies, demands, damages, or liabilities of any kind arising from or related to any such discharged Claims. 8. RETENTION OF JURISDICTION. ------------------------- The Plan provides that the Bankruptcy Court will (or may) retain jurisdiction over certain matters, including, without limitation: (i) determining the allowance and payment of Claims; (ii) determining any disputes regarding the interpretation of any provision of the Plan; (iii) enforcing any provision of the Plan; (iv) adjudicating any causes of action or other proceedings pending in the Bankruptcy Court or otherwise referenced in the Plan; (v) entering a final decree; (vi) implementing and enforcing the Confirmation Order; (vii) determining any motions regarding assumption or rejection of Executory Contracts, including unexpired leases; and (viii) hearing and adjudicating any motions, adversary actions, contested matters or disputes regarding the organization of, the funding of, or the settlement of, the Stock Transfer Trust, if the Debtor is a party or real party-in-interest to the dispute. 47 9. VESTING. ------- As of the Effective Date, the Reorganized Debtor will be vested with all property of the Debtor and its Estate, free and clear of all Claims, liens, security interests, assignments, encumbrances, charges, and other interests of Creditors (except those Creditors whose Claims have been restructured and/or whose liens survive as provided in the Plan, and except where the Bankruptcy Court has retained jurisdiction regarding any specified matter). After the Effective Date, the Reorganized Debtor will be free of any restrictions imposed by the Bankruptcy Code. 10. SUCCESSORS AND ASSIGNS. ---------------------- The rights and obligations of any holder of a Claim referred to in the Plan will bind and inure to the benefit of that holder's successors, assigns, heirs, devisees, executors, and personal representatives. 11. PREFERENCE ANALYSIS. ------------------- The Debtor does not believe that there are any transactions subject to recovery or avoidance as preferences pursuant to Bankruptcy Code (SECTION)547. Furthermore, the Debtor does not believe that there have been any transactions between the Debtor and his insiders within one (1) year before the Petition Date in which any insider has received any avoidable transfer from the Debtor. X. CERTAIN INCOME TAX CONSEQUENCES. ------------------------------- Under the Internal Revenue Code of 1986, as amended (the "Code"), there may be federal income tax issues arising under the Plan described in this Disclosure Statement. It is not practicable to present a detailed explanation of the possible federal income tax ramifications of the Plan, particularly in light of differences in the nature of the Claims of various Creditors, their methods of tax accounting, and prior actions taken by Creditors with respect to their Claims. The federal income tax consequences to any particular Creditor may be affected by special considerations unique to that Creditor and certain types of Creditors may be subject to special tax rules. THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND, IN MANY AREAS, UNCERTAIN. 48 ACCORDINGLY, ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH SPECIFIC REFERENCE TO THE FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF THE PLAN WITH RESPECT TO SUCH HOLDER. NEITHER THE DEBTOR NOR THE DEBTOR'S COUNSEL MAKES ANY REPRESENTATIONS REGARDING THE PARTICULAR TAX CONSEQUENCES OF CONFIRMATION AND CONSUMMATION OF THE PLAN AS TO ANY CREDITOR. XI. INTEREST RATE ANALYSIS. ---------------------- The Debtor believes that, wherever the Plan provides for post-Effective Date interest payments to the various Classes of Creditors (other than interest payments which the Shareholder Plaintiffs may receive from the Stock Transfer Trust Property), the Debtor has proposed appropriate market interest rates. Since the Shareholder Plaintiffs (whether they are beneficiaries of the Stock Transfer Trust or accept the Creditor Settlement Option) are not receiving deferred payments pursuant to the Plan, this discussion of interest rates does not apply to such Shareholder Plaintiffs. Moreover, the interest rates proposed by the Debtor in the Plan are offered rates. If there is a dispute regarding whether any interest rate proposed by the Debtor is an appropriate market interest rate, the final determination will be made by the Bankruptcy Court at or in conjunction with the Confirmation Hearing; and the Reorganized Debtor will pay what the Bankruptcy Court determines to be the market interest rate(s). Accordingly, the Debtor has proposed eight percent (8%) per year as the appropriate market interest rate for the Class 2 Priority Unsecured Claims; the Class 4 General Unsecured Claims; the Class 5 Punitive Damage Claim; the Class 6 Securities Litigation Claims; and the Class 7 Stock Transfer Judgment Codebtor Claims. The Debtor considers that proposed interest rate to be commensurate with the legitimate expectations of unsecured Creditors regarding payment of their Claims, the general market conditions bearing on claims of this type, and the present value thereof on the Effective Date. XII. CONFIRMATION OF THE PLAN. ------------------------ A. CONFIRMATION HEARING. -------------------- Pursuant to Bankruptcy Code (SECTION)1128(a), the Bankruptcy Court will hold a hearing regarding confirmation of the Plan at the 49 time and place determined by the Bankruptcy Court with notice to all Creditors, the Debtor and other interested parties. B. OBJECTIONS TO CONFIRMATION OF THE PLAN. -------------------------------------- Bankruptcy Code (SECTION)1128(b) provides that any party in interest may object to confirmation of a plan. Any objection(s) to confirmation of the Plan must be in writing; must state with specificity the grounds for any such objections; and must be filed with the Bankruptcy Court and served upon the following parties so as to be received on or before the time fixed by the Bankruptcy Court: Debtor: STREICH LANG, P.A. One Renaissance Two North Central Avenue Phoenix, Arizona 85004-2391 Telefax Number: 602-229-5690 Attention: Ronald E. Reinsel, Esq. United States Trustee: OFFICE OF THE UNITED STATES TRUSTEE Department of Justice Adrianne Kalyna, Esq. 320 North Central Avenue, Suite 100 Phoenix, Arizona 85004-2196 C. REQUIREMENTS FOR CONFIRMATION OF THE PLAN. ----------------------------------------- For the Plan to be confirmed, the Plan must satisfy the requirements stated in Bankruptcy Code (SECTION)1129. In this regard, the Plan must satisfy, among other things, the following requirements: 1. BEST INTERESTS OF CREDITORS AND LIQUIDATION ANALYSIS. ---------------------------------------------------- Pursuant to Bankruptcy Code (SECTION)1129(a)(7), for the Plan to be confirmed, it must provide that Creditors will receive at least as much under the Plan as they would receive in a liquidation of the Debtor under Chapter 7 of the Bankruptcy Code. Because all Creditors will have their Allowed Claims satisfied in full pursuant to the Plan (together with appropriate market rates of interest from and after the Effective Date or the date of allowance), the Debtor believes that the distributions to Creditors under the Plan will exceed the recoveries which Creditors would receive in a Chapter 7 liquidation of the Debtor and its Estate. 50 The Debtor is insolvent, and the Debtor will fund payments under the Plan (other than payments to the Shareholder Plaintiffs pursuant to the Stock Transfer Judgment) not only by selling or transferring assets of the Debtor or the Estate, but also by making payments from post-petition income. The Debtor's post-petition income would not be available to pay Allowed Claims in a Chapter 7 liquidation of the Debtor's Estate. In addition, Creditors holding General Unsecured Claims would not receive interest on those Claims in a Chapter 7 liquidation. Thus, Creditors with General Unsecured Claims will receive more under the Debtor's Plan than they would in a Chapter 7 liquidation. There is no guarantee that AMERCO would or could indemnify the Debtor and the other Director Defendants for the Stock Transfer Judgment in a Chapter 7 case. In light of facts and circumstances discussed in preceding sections of this Disclosure Statement, enforcement of any such indemnification rights against AMERCO by a Chapter 7 Trustee is questionable. Without AMERCO's cooperation and agreement to fund the treatment of the Stock Transfer Claim through the Director Defendants' Chapter 11 reorganization cases, a Chapter 7 Trustee would not be able to satisfy the Stock Transfer Judgment in a Chapter 7 liquidation. Thus, the Shareholder Plaintiffs will receive more through the Debtor's Plan than they would in a Chapter 7 liquidation. Based on the above analysis, the Debtor asserts that the Plan provides an equal or better return to Creditors than they could otherwise receive under Chapter 7 and, thus, the "best interests of creditors" test has been satisfied. Notwithstanding the Debtor's belief that the Plan provides an equal or better return to Creditors than they could otherwise receive under Chapter 7, there is no assurance that the Bankruptcy Court will conclude that the "best interests of creditors" test has been met. The test will be the subject of evidence presented in conjunction with the Confirmation Hearing. 2. FEASIBILITY. ----------- Bankruptcy Code (SECTION)1129(a)(11) includes what is commonly described as the "feasibility" standard. When the feasibility standard applies, it requires that confirmation of a plan will not be followed by liquidation or the need for further financial 51 reorganization unless the plan provides for that alternative. The Debtor believes that his Plan satisfies the feasibility requirements of Bankruptcy Code (SECTION)1129(a)(11). As discussed in detail in Exhibit "A", AMERCO is funding the satisfaction of the Stock Transfer Judgment. In addition, the Debtor has a demonstrated and steady source of post-petition income with which to fund the other payments required under the Plan. 3. ACCEPTING IMPAIRED CLASS. ------------------------ For the Plan to be confirmed, the Plan must be accepted by at least one impaired Class of Claims. For an impaired Class of Claims to accept the Plan, votes representing at least two-thirds (2/3) in amount and a majority in number of the Allowed Claims voted in that Class must be cast for acceptance of the Plan (not including the votes of insiders of the Debtor). D. CONFIRMATION OVER DISSENTING CLASS (CRAM DOWN). ---------------------------------------------- Even if an impaired Class of Claims does not accept the Plan, the Bankruptcy Court nevertheless may confirm the Plan at the Debtor's request. Bankruptcy Code (SECTION)1129(b) provides that if all other requirements of Bankruptcy Code (SECTION)1129(a) are satisfied and if the Bankruptcy Court finds that: (i) the Plan does not discriminate unfairly; and (ii) the Plan is fair and equitable with respect to the rejecting Class(es) of Claims which are impaired under the Plan, the Bankruptcy Court may confirm the Plan despite the rejection of the Plan by a dissenting impaired Class. 1. NO UNFAIR DISCRIMINATION. ------------------------ A plan of reorganization "does not discriminate unfairly" if: (i) the legal rights of a non-accepting class are treated in a manner that is consistent with the treatment of other classes whose legal rights are related to those of the non-accepting class; and (ii) no class receives payments in excess of those which it is legally entitled to receive on account of its Claims. The Debtor asserts that under the Plan: (a) all Classes of impaired Claims are being treated in a manner which is consistent with the treatment of other similar Classes of Claims; and (b) no Class of Claims will receive payments or property with an aggregate value greater than the sum of the Allowed Claims in the Class. 52 The Debtor believes that the Plan does not discriminate unfairly as to any impaired Class of Claims. 2. FAIR AND EQUITABLE. ------------------ The Bankruptcy Code establishes different "fair and equitable" tests for Secured Creditors and Unsecured Creditors, as follows: a. SECURED CREDITORS. ----------------- Either: (i) each impaired Secured Creditor retains its lien and receives deferred cash payments having a present value equal to the amount of its Allowed Secured Claim; (ii) each impaired Secured Creditor realizes the "indubitable equivalent" of its Allowed Secured Claim; or (iii) the property securing the Claim is sold free and clear of liens (subject to Bankruptcy Code (SECTION)363(k) credit bidding rights) with such liens attaching to the sale proceeds, and those liens are treated in accordance with clause (i) or (ii) of this subsection. b. UNSECURED CREDITORS. ------------------- Either: (i) each impaired Unsecured Creditor receives or retains under the Plan property of a value equal to the amount of its Allowed Claim as of the Effective Date; or (ii) the holders of Claims which are junior to the Claims of the non-accepting Class do not receive any property under the Plan on account of such Claims and (except as may be permitted by the new value corollary to the absolute priority rule). Since the Plan provides for payment and satisfaction in full of all Allowed Claims, the new value corollary to the absolute priority rule does not apply in this Reorganization Case. The Debtor believes that the Plan satisfies the "fair and equitable" test with respect to all impaired Classes. The Debtor has requested, if necessary, confirmation of the Plan pursuant to Bankruptcy Code (SECTION)1129(b) with respect to any impaired Class of Claims which does not vote to accept the Plan. The Debtor believes that the Plan satisfies all of the statutory requirements for confirmation as discussed above; that the Debtor has complied or will have complied with all the statutory requirements for confirmation of the Plan; and that the Plan is proposed in good faith. At the hearing on confirmation of the 53 Plan, the Bankruptcy Court will determine whether the Plan satisfies the statutory requirements for confirmation of the Plan. XIII. ALTERNATIVES TO THE PLAN. ------------------------ The Debtor believes that the Plan and the debt restructures contemplated therein will enable the Debtor to reorganize successfully. In the course of his Chapter 11 case, the Debtor has considered alternatives to the Plan, including liquidation under Chapter 7 of the Bankruptcy Code. Under Chapter 7, a trustee would sell the assets of the Estate (or Secured Creditors would foreclose). The trustee would be entitled to administrative fees of up to three percent (3%) of the sales proceeds (in addition to paying standard commissions, closing costs, and other expenses). The Debtor believes that the Plan provides the greatest possible recovery to all Creditors. Accordingly, the Debtor believes that the Plan, as described herein, enables all Creditors to receive the most value under the circumstances. 54 XIV. RECOMMENDATION AND CONCLUSION. ----------------------------- The Debtor recommends that all Creditors which are entitled to vote on the Plan should vote to accept the Plan. DATED this 25th day of April, 1995. /S/ EDWARD J. SHOEN ---------------------------------- EDWARD J. SHOEN PREPARED AND SUBMITTED BY: STREICH LANG A Professional Association One Renaissance Two North Central Avenue Phoenix, Arizona 85004-2391 (602) 229-5200 By /S/ JOHN J. DAWSON ----------------------------- John J. Dawson Susan G. Boswell Ronald E. Reinsel Attorneys for EDWARD J. SHOEN, Debtor and Debtor-In-Possession 55 EXHIBIT "A" ---------- SUMMARY OF PLAN PROVISIONS REGARDING THE CLASS 3A, 3B, 3C, 3D, 3E, 3F AND 3G CLAIMS A. OVERVIEW OF PLAN TREATMENT OF CLASS 3A, 3B, 3C, 3D,3E, ------------------------------------------------------ 3F AND 3G CLAIMS. ---------------- The Class 3A, 3B, 3C, 3D, 3E, 3F and 3G Claims consist of the Claims held by the Shareholder Plaintiffs as a result of the Stock Transfer Judgment (the "Stock Transfer Claims"). The Director Defendants, including the Debtor, were defendants in the Arizona Litigation which resulted in the Stock Transfer Judgment. The Stock Transfer Judgment provides for a judicially ordered sale of the Shareholder Plaintiffs' AMERCO common stock. Specifically, the Stock Transfer Judgment requires the Director Defendants, jointly and severally, to pay the monetary obligations of the Stock Transfer Judgment in the total principal amount of $461,838,000, plus accrued interest and taxable costs, as allocated to each of the Shareholder Plaintiffs, according to each of their proportionate stock interests. In turn, the Stock Transfer Judgment requires each of the Shareholder Plaintiffs to transfer their AMERCO common stock to the Director Defendants or their designees. The Stock Transfer Claims are Disputed Claims with respect to the monetary obligations due pursuant to the Stock Transfer Judgment. The Debtor has, among other remedies, unexpired rights to appeal the Stock Transfer Judgment Amount. The Director Defendants hold indemnification claims against AMERCO; and the Debtor has preserved and scheduled those indemnification claims in his Reorganization Case. At the same time, the Debtor and the other Director Defendants have not attempted to make demand upon and prosecute their indemnification claims because: (i) they believe that the enforcement of such indemnification claims against AMERCO would probably require protracted and expensive litigation against AMERCO and against other parties such as various other AMERCO stockholders who would try to prevent AMERCO from performing its indemnification agreements with the Director Defendants; (ii) the eventual outcome of such litigation is uncertain; and (iii) they believe the ultimate collectability of any indemnification judgment, if and when obtained, is uncertain. 56 Pursuant to AMERCO's corporate by-laws, AMERCO has certain rights of first refusal with the respect to sales of the Shareholder Plaintiffs' common stock in AMERCO and the purchase of that stock by the Director Defendants or certain other parties. Moreover, the Director Defendants' rights to purchase the Shareholder Plaintiffs' AMERCO common stock pursuant to the Stock Transfer Judgment may present a corporate opportunity which AMERCO is entitled to exercise. Therefore, in the context of the facts and circumstances described above, the Debtor, in cooperation with AMERCO, has proposed the following funding and treatment of the Shareholder Plaintiffs' Disputed Claims under the Stock Transfer Judgment in the Plan: 1. In full settlement and satisfaction of the Shareholder Plaintiffs' Disputed Claims, on the Effective Date the Debtors will transfer (or cause to be transferred) to the Shareholder Plaintiffs (pursuant to the Stock Transfer Trust) property having a stipulated or adjudicated value of the full amount which the Shareholder Plaintiffs are entitled to recover from the insolvent estate of the Debtor on account of the Shareholder Plaintiffs' Disputed Claims. Specifically, the stipulated or adjudicated value of the property transferred will be $461,838,000, plus interest thereon at the rate of ten percent (10%) per annum from February 14, 1995, to and including the Petition Date, plus any taxable costs awarded in the Arizona Litigation (the "Shareholder Plaintiffs' Effective Date Payoff"). 2. Alternatively, and in lieu of their respective proportionate shares of the property comprising the Shareholder Plaintiffs' Effective Date Payoff, each of the Shareholder Plaintiffs may elect to participate in the Accepting Creditor Settlement and receive the discounted cash payments in full settlement and satisfaction of their respective Disputed Claims. - ------------------------- In this context (i.e., funding of the Plan), the defined term ---- "AMERCO" also includes involved subsidiaries and affiliates of AMERCO. The amount stated as the stipulated or adjudicated value does not take into account any reduction in the value of the property to be transferred to the Stock Transfer Trust in the event any Shareholder Plaintiff elects to participate in the Accepting Creditor Settlement discussed below. 57 In order to effect the Shareholder Plaintiffs' Effective Date Payoff, on the Effective Date AMERCO will transfer into a non-business trust (the "Stock Transfer Trust") property which has a stipulated or adjudicated value equal to the allowed amount of the Stock Transfer Judgment. In the event of any dispute concerning the value or composition of the Stock Transfer Trust Property or any other related matter, the dispute will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing and the Court will have and retain jurisdiction to address any such matters after the Confirmation Date. In particular, but without limitation, the Bankruptcy Court will have and retain jurisdiction (if the Debtor and the Shareholder Plaintiffs cannot agree on the value of the transferred property) to adjudicate the value of the Stock Transfer Trust Property in order to ensure that, as of the Effective Date, the Shareholder Plaintiffs participating in the Stock Transfer Trust will receive their proportionate shares of the Shareholder Plaintiffs' Effective Date Payoff. The sole beneficiaries of the Stock Transfer Trust will be the Shareholder Plaintiffs, who (i) have not elected the Accepting Creditor Settlement; and (ii) who are obligated pursuant to the Stock Transfer Judgment (and who will be obligated pursuant to the provisions of the Plan) to transfer their shares of stock upon funding of the Stock Transfer Trust to an entity which will be designated prior to the Effective Date. The Stock Transfer Claims will therefore be satisfied in full on the Effective Date by each Shareholder Plaintiff who has not elected the Accepting Creditor Settlement receiving a proportionate, undivided beneficial interest in the Stock Transfer Trust. The specifics of the funding and administration of the Stock Transfer Trust are set forth in more detail below. B. ORGANIZATION OF THE STOCK TRANSFER TRUST. ---------------------------------------- The Stock Transfer Trust will be established as a non- business trust. The trust agreement will be prepared by the Debtor and/or AMERCO and a copy will be provided to the Shareholder Plaintiffs no less than forty-five (45) days prior to the Confirmation Hearing. Any disputes regarding the terms of - ------------------------- The Stock Transfer Judgment obligates the Shareholder Plaintiffs' to transfer their AMERCO common stock to the Director Defendants or their designee ----------------- upon tender of the purchase price of the stock. 58 the trust instrument which are not otherwise resolved by agreement of the parties will be resolved by the Bankruptcy Court at, or in conjunction with, the Confirmation Hearing. The Debtor or the Reorganized Debtor, with the consent of AMERCO, will nominate a Trustee to hold legal title to the property which is the subject of the Stock Transfer Trust (collectively, the "Stock Transfer Trust Property") and administer the trust (the "Stock Transfer Trustee"). The Stock Transfer Trustee will be an institutional or corporate trustee in good standing, licensed and bonded under the laws of the state in which the Stock Transfer Trustee has its principal place of business and authorized to act as a trustee of trusts of a type similar to the Stock Transfer Trust. The Bankruptcy Court will confirm the appointment of the nominated Stock Transfer Trustee, or confirm such other Stock Transfer Trustee as the Bankruptcy Court determines should act in the event the Court does not approve the Stock Transfer Trustee which is nominated by the Debtor or the Reorganized Debtor with the consent of AMERCO. The Stock Transfer Trustee will be entitled to compensation based upon the fees it customarily charges for administering trusts of a kind similar to the Stock Transfer Trust. Any such fees and other costs of administration of the Stock Transfer Trust will be a charge against the Stock Transfer Trust Property and will be paid prior to any distribution to the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust. Any dispute over the fees and other costs to be charged by the Stock Transfer Trustee will be resolved by the Bankruptcy Court as part of the confirmation process. Each Shareholder Plaintiff's fractional, undivided beneficial interest in the Stock Transfer Trust will be determined by dividing the number of shares of the common stock of AMERCO owned by that particular Shareholder Plaintiff (and which is to be transferred to AMERCO pursuant to the Plan) by the total number of shares of the common stock of AMERCO owned by all of the Shareholder Plaintiffs who are also beneficiaries of the Stock Transfer Trust on the Effective Date. Each Shareholder Plaintiff will, on the Effective Date, be issued a trust certificate equal to the proportionate interest of each such Shareholder Plaintiff as determined pursuant to the above formula. Upon receiving the trust certificate issued by the Stock Transfer Trustee, each Creditor holding a Stock Transfer Claim will transfer all of such Creditor's 59 AMERCO common stock to the designated recipient of that stock as specified and/or approved in writing by AMERCO. The trust certificates issued to the Creditors holding Stock Transfer Claims will be freely transferable and the holders thereof and/or their successors-in-interest will have the right to direct the Stock Transfer Trustee to sell or otherwise liquidate such trust certificate holder's proportionate interests in the Stock Transfer Trust and to distribute such proceeds (valued as of the date of such disposition) to the trust certificate holders. Each trust certificate holder will have a trust account corresponding to that trust certificate holder's proportionate interest in the Stock Transfer Trust. All net income and proceeds received by the Stock Transfer Trustee with respect to the Stock Transfer Trust Property will be deposited in the trust accounts and thereafter disbursed on a monthly basis to the holders of the trust certificates in accordance with each trust certificate holder's percentage interest in the Stock Transfer Trust. C. FUNDING OF THE STOCK TRANSFER TRUST. ----------------------------------- On the Effective Date, AMERCO will transfer property having an adjudicated or stipulated value on the Effective Date equal to the total amount of the Allowed Claims of the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust. The Stock Transfer Trust Property will consist of a combination of four categories of property: (1) preferred stock in AMERCO; (2) a Class C Pass-Through Certificate in Storage Trust 1993-1 Commercial Asset Trust Pass-Through Certificate discussed in more detail below; (3) certain mortgage notes and the rights to receive payments thereon, secured by first-lien position interests in income producing real properties upon which self-storage businesses, among other things, are operated; and (iv) certain real property assets. AMERCO reserves the sole right to alter the respective amounts of the three types of assets to be transferred to the Stock Transfer Trust, so long as the property transferred into the Stock Transfer Trust is marketable, and the total value of the Stock Transfer Property is at least equal to the total amount of the Allowed Claims held by - ------------------------- For example, if none of the Shareholder Plaintiffs elect the Accepting Creditor Settlement, the Stock Transfer Claim, if allowed in full, would be $461,838,000.00 plus interest from February 14, 1995, to the Petition Date, plus taxable costs. 60 Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust, as determined by the Bankruptcy Court. By way of illustration, and subject to the foregoing reservation, the Debtor anticipates that AMERCO will fund the Stock Transfer Trust with approximately $300 million in preferred stock; the Class C certificate having a value of approximately $11 million; a number of mortgage notes having a total value of approximately $100 million; and one or more parcels of unencumbered real property having a total value of approximately $50 million. In the event a determination is made by the Bankruptcy Court that the Stock Transfer Trust Property proposed by the Debtor is not equal to the Allowed Claims of the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust as of the Effective Date, the Debtor and/or AMERCO will transfer so much additional property of a type and nature described herein into the Stock Transfer Trust as is necessary to equal the total amount of the Allowed Claims of the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust. Similarly, if the Bankruptcy Court determines that the Stock Transfer Property proposed by the Debtor has a value which exceeds the value of the Allowed Claims of the Shareholder Plaintiffs, AMERCO will only transfer so much of the property listed below as is necessary to satisfy in full the Allowed Claims of the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust. 1. INFORMATION REGARDING THE PREFERRED STOCK. ----------------------------------------- AMERCO, or one of its subsidiaries, will issue new, Series "B" preferred stock (the "Preferred Stock") to the Stock Transfer Trust. The Preferred Stock will be non-voting and cumulative. The terms of the Preferred Stock will allow redemption by AMERCO (or the issuer if the issuer is not AMERCO) at regular intervals. The stated yield will be 7-1/2% per annum. The Preferred Stock will be registered and will be immediately marketable as of the Effective Date. If there is any dispute regarding the value of the Preferred Stock which is not resolved prior to the Confirmation Hearing, the value of the Preferred Stock will be determined as part of the confirmation process. The prospectus pertaining to the Preferred Stock will be available for review at the offices of Streich Lang, P.A., at One Renaissance, Two North Central Avenue, Phoenix, Arizona 85004-2391. In addition, a copy of the prospectus will be 61 provided to each Shareholder Plaintiff in conjunction with the confirmation process at least forty-five (45) days prior to the Confirmation Hearing. 2. INFORMATION REGARDING THE CLASS C CERTIFICATE. --------------------------------------------- AMERCO holds a Class C Pass-Through Certificate of the U-Haul Self-Storage Corporation, Storage Trust 1993-1 Commercial Mortgage Asset Pass-Through Certificate (the "1993 REMIC Certificate"), with a face value of $11,518,452.00, plus accrued interest as of the Effective Date. The 1993 REMIC Certificate results from a 1993 securitization of a pool of 61 fixed and adjustable rate commercial mortgage loans which are secured by mortgages or deeds of trust on 60 self-storage properties. The 1993 REMIC Certificate represents a beneficial interest in the Class C Interest, which is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G and 860D of the Internal Revenue Code of 1986, as amended. The 1993 REMIC Certificate bears interest at a rate of 9.15 percent per annum. Pursuant to an Agreement which governs the operation of the trust which holds the pool of mortgage loans, this interest is paid to the holder of the 1993 REMIC Certificate monthly and principal payments are made on a quarterly basis. If there is any dispute regarding the value of the 1993 REMIC Certificate which is not resolved prior to the Confirmation Hearing (or the Effective Date), the value of the 1993 REMIC Certificate will be determined as part of the confirmation process. A copy of the 1993 REMIC Certificate is attached hereto as Schedule "1," and by this reference is hereby incorporated herein. Copies of other documents relating to the 1993 REMIC Certificate, such as the Agreement, are available in the offices of Streich Lang, P.A., counsel to the Debtor, at One Renaissance, Two North Central Avenue, Phoenix, Arizona 85004-2391. Any person desiring more information may either contact Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200, or may review these documents during normal business hours at the address set forth above. 3. INFORMATION REGARDING THE MORTGAGE LOANS. ---------------------------------------- a. OVERVIEW OF THE MORTGAGE LOANS. ------------------------------ 62 Through various means, AMERCO and one or more of its subsidiaries as well as two corporations which are affiliates of AMERCO have acquired (or will acquire) fee ownership of a number of income-producing properties throughout the United States, all of which consist of existing and operating self-storage facilities (the "Properties"). The affiliates of AMERCO who own fee title to substantially all of the Properties are SAC Self Storage Corporation ("SAC") and Two SAC Self Storage Corporation ("Two SAC"). In addition, AMERCO and/or its affiliates or subsidiaries are continuing to construct or acquire additional such Properties. Each of the Properties held by SAC and Two SAC, or acquired by SAC and Two SAC, is (or will be) subject to first- position notes and mortgages (the "Mortgage Loans"). The Mortgage Loans and the rights to receive payments thereunder, together with the first-lien interests which secure the Mortgage Loans, in amounts to be determined by the Debtor or the Reorganized Debtor with the consent of AMERCO prior to or in conjunction with the confirmation process, will be transferred into the Stock Transfer Trust pursuant to the Plan. In addition, the property and rights transferred to the Stock Transfer Trust will consist of rights under certain insurance policies with respect to the Properties and the proceeds thereof, all amounts on deposit in any pooled accounts representing proceeds of the Mortgage Loans for the benefit of the holder thereof, condemnation proceeds received with respect to any one or more of the Properties, and all proceeds of the foregoing. The Properties will continue to be managed by U-Haul or a subsidiary of U-Haul pursuant to management agreements between U-Haul and the owners of the Properties. U-Haul will remit to the Stock Transfer Trustee (or a third party servicer designated by the Stock Transfer Trustee), the payments and other proceeds to which the Stock Transfer Trustee is entitled pursuant to the Mortgage Loans. Each of the Mortgage Loans is marketable, and its market value is a function of the terms of the Mortgage Loan and the value of the self-storage facility which serves as collateral for each of the various Mortgage Loans. The Mortgage Loans will be secured by Property having a value which provides, in the aggregate, a loan to value ratio of at least eighty percent (80%). Conveyance of the Mortgage Loans to the Stock Transfer Trustee will be without recourse to the holder thereof. 63 In the event of any dispute regarding the value of the Mortgage Loans which is not resolved prior to the Confirmation Hearing (or prior to the Effective Date), the value of the Mortgage Loans will be determined by the Bankruptcy Court as part of the confirmation process. b. DETAILED DESCRIPTION OF THE MORTGAGE LOANS. ------------------------------------------ (1) GENERAL. ------- With the exception of approximately eighteen properties which secure the same number of Mortgage Loans and which are owned by third parties unrelated to or unaffiliated with the Debtors or AMERCO (collectively, the "Third Party Owners"), all of the Properties are owned by SAC and Two SAC. The Third Party Owners, SAC and Two SAC are the makers of the promissory notes which comprise part of the Mortgage Loans. SAC or Two SAC will be the makers of the promissory notes pertaining to the properties which are being acquired. There are four different types of Mortgage Loans: (1) the "Restructured Mortgage Loans"; (2) the "Existing Mortgage Loans"; (3) the "SAC Mortgage Loan"; and (4) the "Two SAC Mortgage Loan." The Restructured Mortgage Loans consist of Twelve (12) Mortgage Loans with a current aggregate principal balance of $13,180,260 as of April 18, 1995; the Existing Mortgage Loans consist of four (4) Mortgage Loans with a current aggregate principal balance of $2,733,520 as of April 18, 1995; the SAC Mortgage Loan currently consists of a single promissory note secured by first-lien mortgages with a current principal balance of $45,500,091 as of April 18, 1995. The Two SAC Mortgage Loan will consist of single promissory note secured by first-lien mortgages with a current principal balance of $48,500,000. The additional properties which are acquired by SAC and/or Two SAC prior to the Effective Date and which become collateral for the Mortgage Loans will be subject to terms and conditions consistent with those described herein. The Debtor will provide the Shareholder Plaintiffs with a complete list of the Mortgage Loans and the exact terms thereof no less than forty-five (45) days prior to the Confirmation Hearing. Each Mortgage Loan is (or will be) secured by one or more first priority mortgages, deeds-of-trust or deeds-to-secure- debt on self-storage facilities and their related properties (or in two instances, leasehold estates with respect to the underlying real properties) located throughout the United States 64 and Canada, all of which are (or will be), with the exception of the Existing Mortgage Loans, operated by subsidiaries of U-Haul pursuant to various operating agreements. All of the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan (including those which may come into existence after the date of this Disclosure Statement) bear (or will bear) interest at a fixed rate of 9% per annum up to maturity, with interest accruing at a fixed rate of 12% per annum from and after the stated maturity date. Interest on the Restructured Mortgage Loans is calculated on the basis of the actual number of days in each calendar month and each Loan Year. Interest on the SAC Mortgage Loan and the Two SAC Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months. All of the Existing Mortgage Loans bear interest at a fixed rate which varies from loan to loan. Interest on all of the Existing Mortgage Loans is calculated on the basis of the actual number of days in each calendar month and each year. Each Restructured Mortgage Loan provides for the amortization of the outstanding principal balance through the application of "Excess Cash Flow" from the Gross Receipts received with respect to the Property securing such Restructured Mortgage Loan over a specified period of time, with a final Balloon Payment due at the stated maturity date of each Restructured Mortgage Loan. The SAC Mortgage Loan and the Two SAC Mortgage Loan provide for the amortization of principal based upon an amortization period of 20 years. Any and all remaining unamortized principal due on the SAC Mortgage Loan and the Two SAC Mortgage Loan will be due in a balloon payment on the maturity date of January 1, 2005. All of the Existing Mortgage Loans provide for the amortization of some principal over a certain period of months and also have balloon payments due at the stated maturity of such Mortgage Loans. At maturity, the Properties will either be refinanced or sold in order to pay the balloon payments. Attached hereto as Schedule "2" and incorporated herein by this reference is a chart which, among other things: (i) describes the location of the Properties; (ii) identifies the owner (and maker of the respective Mortgage Loan(s)); (iii) sets 65 forth the current appraised value of the Properties; (iv) sets forth the aggregate net operating income for the Properties (the "NOI"); and (v) provides certain other pertinent information regarding the Properties and the Mortgage Loans. NOI, as used herein with respect to each Property, means, unless otherwise specified herein, total operating revenues (primarily rental income and deposit forfeitures) less total operating expenses (primarily expenses for advertising, general administration, management fees and disbursements, utilities, repairs and maintenance, insurance, real estate taxes, replacement repairs (based solely on the respective mortgagors' estimates of the useful lives of various assets) and certain other expenses). NOI does not reflect capital expenditures or partnership expenses. No representations are made regarding future performance of the Properties, which may vary significantly from that described in Schedule "2". Also attached hereto as Schedule "3," and by this reference incorporated herein, is a description of certain pertinent information regarding the Mortgage Loans, including, among other things: (i) the date of the first interest payment; (ii) the original amount of the Mortgage Loan; (iii) the maturity date; and (iv) the current interest rate. AMERCO, any of its subsidiaries, SAC or Two SAC may acquire additional Properties and encumber them with additional Mortgage Loans prior to the Effective Date. In that event, and subject to the reservation by AMERCO of the right to substitute or delete Properties so long as the loan to value ratio of the Properties securing the Mortgage Loans, in the aggregate, equals at least eighty percent (80%), the description of the Properties is subject to change. Debtor and AMERCO will provide all interested parties with updated information on all Properties prior to the Effective Date. (2) THE APPRAISAL. ------------- - ------------------------- In some cases where acquisitions are pending or under certain other circumstances the appraisals on the Properties are not completed and Schedule "2" so provides. However, it is the intent of the Debtor that all of the Properties will have been appraised prior to the Confirmation Hearing. This explanation of NOI is offered by way of illustration only. Additional information regarding NOI, cash flow and financial performance may be obtained with reference to the appraisals. 66 AMERCO retained Robert A. Stanger & Co., Inc., an independent appraisal firm (the "Appraiser"), to appraise all of the Properties. The purpose of such appraisal (the "Appraisal") was to estimate the "Market Value" of the fee simple interest or, where appropriate, leasehold interest, in the related Property under then prevailing market conditions. The Appraisal involved a site inspection of all of the appraised Properties. The Appraiser relied upon the sales comparison (or market data) approach and the income approach to value in order to deliver an opinion of value of the Properties and did not employ the cost approach. The estimated value of the Properties arrived at by the sales comparison approach was reconciled with estimated values of the Properties arrived at by the income approach. The income approach to valuation was given primary consideration based upon the income producing nature of the Properties and their appeal to investors. The sales comparison approach was given secondary consideration. The appraised values of the Properties for which appraisals currently exist are listed in Schedule "2", which is attached hereto. Complete copies of the Appraisals, including a complete discussion of the Appraiser's methodology, procedure and assumptions, are available in the offices of Streich Lang, P.A., counsel to the Debtor, at One Renaissance, Two North Central Avenue, Phoenix, Arizona, 85004-2391. Any person desiring more information may either contact Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200, or may review the Appraisals during normal business hours at the address set forth above. The Appraisals are subject to the assumptions and limiting conditions stated therein. Except for the Appraisals described in this section, no separate independent appraisal or reappraisal has been prepared by AMERCO or the Debtor. The Debtors believe that the procedures utilized by the Appraiser were reasonably designed to reach accurate valuations; however, there can be no assurance that another appraiser would not have arrived at different, and perhaps significantly different, results, particularly if such other appraiser utilized different capitalization or discount - ------------------------- AMERCO will also utilize the Appraiser to appraise any properties which are to be acquired, and which are to be included as security for the Mortgage Loans, and for which an appraisal has not yet been obtained. 67 rates, different net operating income calculations, or a different appraisal approach. (3) SUBORDINATE LOANS. ----------------- Each of the Properties which is subject to a Restructured Mortgage Loan, the SAC Mortgage Loan or the Two SAC Mortgage Loan secures a "Subordinate Loan" as well as a first position Mortgage Loan. Information regarding the amount of the Mortgage Loans and the Subordinate Loans is set forth in Schedule "2", which is attached hereto. The Subordinate Loans are secured by a second priority lien on the related Property (or Properties in the case of the SAC and Two SAC Properties) and will be payable to the holder of the Subordinate Loan (the "Junior Mortgagee") strictly from subordinated excess cash flow available from such Property or Properties after the payment of all payments required under the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan. Properties acquired after the date of this Disclosure Statement which are subject to Mortgage Loans which will be part of the Stock Transfer Trust Property, are or may be subject to Subordinate Loans as well. The Subordinate Loans are and will be in all respects junior and subordinate to the Mortgage Loans. All of the Mortgage Loans will be subject to the conditions of the Subordinate Mortgage Loans. Generally, the Stock Transfer Trustee will not have the right to exercise any of its remedies under the Mortgage Loan documentation if a payment event of default occurs until: (i) the Stock Transfer Trustee has notified the Junior Mortgagee and, in the case of a Restructured Mortgage Loan, the holder of any applicable Purchase Option, of such Payment Event of Default, (ii) such Payment Event of Default has continued for 25 days after the Stock Transfer Trustee has given such notice, and (iii) the Junior Mortgagee or the holder of the Purchase Option either failed to cure the Payment Event of Default or waived its rights to cure. Such notice is in addition to any notice required to be given to the mortgagors pursuant to the Mortgage Loan documents. - ------------------------- The Existing Mortgages are not believed to have any Subordinate Loans which encumber those Properties. 68 (4) EXISTING LOAN ESCROW ACCOUNTS. ----------------------------- The Stock Transfer Trustee will establish and maintain one or more "Existing Loan Escrow Accounts" on behalf of certain mortgagors of the Existing Mortgage Loans which require tax and/or insurance escrow accounts. The Stock Transfer Trustee will regularly deposit any amounts required to be paid, as set forth in a particular Mortgage Loan, into the Existing Loan Escrow Accounts. (5) INSURANCE AND CONDEMNATION -------------------------- PROCEEDS ESCROW ACCOUNTS. ------------------------ The Stock Transfer Trustee will establish and maintain, as appropriate, an "Insurance and Condemnation Proceeds Escrow Account" on behalf of each mortgagor of the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan in which the Stock Transfer Trustee will deposit insurance or condemnation proceeds promptly following the receipt and identification thereof. (6) CAPITAL EXPENDITURE ACCOUNTS. ---------------------------- A Capital Expenditure Account on behalf of each mortgagor of Property securing the Restructured Mortgage Loans will be established. The Capital Expenditure Accounts will be available to the U-Haul Property Manager (as defined below) to fund any capital expenses relating to the Properties securing the Restructured Mortgage Loans certified as necessary by the U-Haul Property Manager, with notice thereof given to the Stock Transfer Trustee. (7) INSURANCE POLICIES. ------------------ The U-Haul Property Manager will use its best efforts to cause the mortgagors of the Mortgage Loans to maintain insurance in accordance with the related mortgage (the "Required Insurance Policy"). (8) DESCRIPTION OF THE ------------------ PROPERTY MANAGERS. ----------------- The Properties securing the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan will be managed by the U-Haul Property Manager and those securing the Existing Mortgage Loans will be managed by different limited partnerships, general partnerships, trusts, individuals, corporations, joint ventures and tenants-in-common, which are either the owners of the Properties securing the Existing Mortgage Loans or agents thereof (the "Existing Property Managers"). 69 (a) THE U-HAUL ---------- PROPERTY MANAGER. ---------------- U-Haul International, Inc., and its affiliates thereof ("U-Haul"), is a wholly-owned subsidiary of AMERCO and will be the U-Haul Property Manager. U-Haul entered the management of self-storage facilities in 1973 when it opened its first self- storage facilities. U-Haul's self-storage business has steadily expanded, having grown to 650 facilities by the end of fiscal year 1994. (b) RESPONSIBILITIES ---------------- OF THE U-HAUL ------------- PROPERTY MANAGER. ---------------- All of the Properties securing the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan will be managed by the U-Haul Property Manager pursuant to property management agreements (the "Property Management Agreements") between the U-Haul Property Manager and each of the Junior Mortgagees under the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan. The Property Management Agreements are generally described below. Copies of the existing Property Management Agreements are available in the offices of Streich Lang, P.A., counsel to the Debtor, at One Renaissance, Two North Central Avenue, Phoenix, Arizona, 85004-2391. Any person desiring more information may either contact Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200, or may review the Property Management Agreements during normal business hours at the address set forth above. The U-Haul Property Manager has the exclusive authority to supervise the Properties securing the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan, and to supervise and direct the business and affairs associated or related to the daily operation of the Properties, including the hiring and discharge of employees. Pursuant to the Property Management Agreements, the U-Haul Property Manager is responsible for compliance with any law, regulation, ordinance, or order of any government or regulatory authority having jurisdiction over the Properties respecting the use of the Property or the construction, maintenance, or operation thereof. The U-Haul Property Manager pays all taxes, personal and real, and all assessments levied on the Property. The U-Haul Property Manager is required to obtain, and keep in force, fire, comprehensive, liability and other 70 insurance policies in amounts generally carried with respect to similar facilities. The U-Haul Property Manager controls the maintenance, repair and landscaping of the Properties and the acquisition of fixtures and supplies for the Properties. The U-Haul Property Manager also supervises and maintains the operation of the accounting system for each Property, and prepares and delivers financial statements and other required reports. The U-Haul Property Manager directs the marketing activities of the employees and is responsible for purchasing media advertising. The U-Haul Property Manager is entitled to receive a management fee quarterly, payable no later than the Business Day immediately preceding the distribution date following the third month of each quarterly period, in an amount equal to 6% of the gross receipts collected from each Property (the "U-Haul Property Management Fee") during such quarterly period, and reimbursement of operation expenses and taxes during the quarterly period. The U-Haul Property Management Fee is consistent with fees generally charged by other experienced property managers of properties similar to the Properties. The mortgagors of the Restructured Mortgage Loans and the SAC Mortgage Loan have agreed that they will not terminate the Management Agreement at any time without the express written consent of the applicable Junior Mortgagee unless, during the term of the Management Agreement, net cash flow declines by a predetermined percentage during an agreed-upon period of time. (9) THE EXISTING ------------ PROPERTY MANAGERS. ----------------- The Properties securing the Existing Mortgages are managed by unrelated third parties. c. CERTAIN LEGAL ASPECTS OF THE ---------------------------- MORTGAGE LOANS. -------------- The following discussion contains summaries of certain legal aspects of mortgage loans which are general in nature. Because many of the legal aspects of mortgage loans are governed by applicable state laws (which may vary substantially), the following summaries do not purport to be complete, to reflect the laws of any particular state, to reflect all the laws applicable to any particular Mortgage Loan or to encompass the laws of all 71 states in which the Properties are situated. The summaries are qualified in their entirety by reference to the applicable federal and state laws governing the Mortgage Loans. As to Mortgage Loans which come into existence after the date of this Disclosure Statement but before the Confirmation Hearing, the terms thereof and certain legal aspects thereof will be consistent with the information provided herein. This summary specifically does not consider the legal aspects of any Canadian Mortgaged Property. (1) MORTGAGES AND DEEDS ------------------- OF TRUST GENERALLY. ------------------ The Mortgage Loans are secured by either mortgages or deeds of trust or other similar security instruments, depending upon the prevailing practice in the state in which the related Mortgaged Property is located. (2) LEASES AND RENTS. ---------------- The Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan are secured by assignments of leases and rents which are incorporated in the Mortgage. (3) ENFORCEABILITY OF ----------------- DUE-ON-SALE PROVISIONS. ---------------------- Most of the Mortgages contain due-on-sale clauses, which permit the lender to accelerate the maturity of the loan if the mortgagor sells, transfers, or conveys the Property or its interest in the Property. (4) SECONDARY FINANCING; ------------------- DUE-ON-ENCUMBRANCE ------------------ PROVISIONS. ---------- Each of the Restructured Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan and some of the Existing Mortgage Loans permit the lender to accelerate the maturity of the Mortgage Loan if the mortgagor further encumbers the Property. However, such provisions may be unenforceable in certain jurisdictions under certain circumstances. (5) CERTAIN LAWS AND ---------------- REGULATIONS. ----------- The Properties are subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a Property which could, together with the possibility of limited alternative 72 uses for a particular Property, result in a failure to realize the full principal amount of the Mortgage Loans. (6) ACCELERATION ON --------------- DEFAULT. ------- All of the Mortgage Loans include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or nonmonetary default of the borrower. (7) ENVIRONMENTAL RISKS. ------------------- The Debtor and AMERCO make no representations or warranties regarding compliance by the owners of the properties with Environmental Law. "Environmental Law," includes, but is not limited to, any and all local, state, federal, international, governmental, public or private laws, statutes, ordinances, regulations, orders, consent decrees, settlement agreements, injunctions, judgments, permits, licenses, codes, covenants, deed restrictions, common laws, treaties, and reported state or federal court decisions thereunder, related to environmental protection, health and safety of persons, natural resource damages, conservation, wildlife, waste management, the use, storage, generation, production, treatment, emission, discharge, remediation, removal, disposal or transport or any other activity related to hazardous and toxic substances, or any other environmental matter, including but not limited to any of the following statutes: Solid Waste Disposal Act, as amended by the Resource Conservation & Recovery Act of 1976, and Solid Hazardous Waste Amendments of 1984, 42 U.S.C. (SECTION)(SECTION)9601, et seq.; Comprehensive Environmental Response, Compensation ------- & Liability Act of 1980, as amended, 42 U.S.C. (SECTION)(SECTION)9601-9675; Clean Air Act of 1966, as amended, 42 U.S.C. (SECTION)(SECTION)7401-7642;Hazardous Materials Transportation Control Act of 1970, as amended, 49 U.S.C. (SECTION)(SECTION)1801-1812; WaterPollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. (SECTION)(SECTION)1251- 1387; Insecticide, Fungicide & Rodenticide Act, as amended, 7 U.S.C. (SECTION)(SECTION)136-136y; Toxic Substances Control Act, as amended, 15 U.S.C. (SECTION)(SECTION)2601-2671; Safe Drinking Water Act, 42 U.S.C. (SECTION)(SECTION)300f-300j-26; Occupational Safety & Health Act of 1970, as amended, 29 U.S.C. (SECTION)(SECTION)651, et seq.; Emergency ------- Planning & Community Right-To-Know Act of 1986, 42 U.S.C. (SECTION)(SECTION)1101-11050; National Environmental Policy Act of 1978, 73 42 U.S.C. (SECTION)(SECTION)300(f), et seq.; the Federal Rivers & Harbors ------- Act, 33 U.S.C. (SECTION)403; the Federal National Environmental Policy Act, 42 U.S.C. (SECTION)(SECTION)4321, et seq.; Endangered Species ------- Act, 16 U.S.C. (SECTION)(SECTION)1451, et seq.; the Federal Oil ------- Pollution Act of 1990, 33 U.S.C. (SECTION)(SECTION)2701, et seq.; and ------- any similar or implementing state or local laws, statutes, ordinances; and all amendments, rules, regulations, guidance documents and publications promulgated under any and all of the above. AMERCO has obtained "Phase I" environmental assessments for all of the Properties and "Phase II" environmental reports for some of the Properties. Because the environmental assessments were performed by several independent environmental consulting firms, they vary substantially in quality and detail. The reports are available for review and may be reviewed by contacting Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200. Certain of the Properties are located on, adjacent to or in the vicinity of properties (including gasoline stations) that contain or have contained storage tanks or that have engaged, or may in the future engage, in activities that may release petroleum products or other hazardous substances into the soil or groundwater. Any potential future environmental liabilities arising out of such activities could have a material adverse effect on the future financial condition or results of operations of the affected Property. In addition, one of the Properties is located within areas designated as state and/or federal superfund sites. NOTWITHSTANDING THE FOREGOING ----------------------------- DISCUSSION, NO REPRESENTATIONS OR WARRANTIES ARE MADE BY THE - ------------------------------------------------------------- DEBTOR, THE REORGANIZED DEBTOR OR AMERCO WITH REGARD TO ANY - ----------------------------------------------------------- ENVIRONMENTAL CONDITIONS AFFECTING ANY OF THE PROPERTIES. - -------------------------------------------------------- 4. INFORMATION REGARDING THE REAL PROPERTY. --------------------------------------- a. OVERVIEW OF THE REAL PROPERTY. ----------------------------- AMERCO, and one or more of its subsidiaries, is the fee owner of certain other Real Property which is owned free and clear of any lien interests (the "Real Property"), all or part of which may be transferred and conveyed into the Stock Transfer Trust pursuant to the Plan with the consent of AMERCO. The property rights transferred to the Stock Transfer Trust with respect to the Real Property will consist of all of AMERCO's interests in and to such Real Property. 74 b. DETAILED DESCRIPTION OF THE REAL PROPERTY. ----------------------------------------- Each of the individual parcels which collectively comprise the Real Property is marketable, and its value is a function of the current local market for similar properties. Attached hereto as Schedule "4" and incorporated herein by this reference is a chart which, among other things: (i) describes the location of each of the parcels which comprise the Real Property; (ii) identifies the size of each of the parcels which comprise the Real Property and any buildings thereon; and (iii) identifies the appraised value of certain of the parcels of the Real Property and the date of any such appraisal. Complete copies of the appraisals which currently exist are available in the offices of Streich Lang, P.A., counsel for the Debtor, at One Renaissance, Two North Central Avenue, Phoenix, Arizona 85004-2391. Any person desiring more information may either contact Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200, or may review the appraisals during normal business hours at the address set forth above. The appraisals of the Real Property are, and will be, subject to the assumptions and limiting conditions stated therein. The Debtor believes that the procedures utilized in the preparation of the appraisals of the Real Property were (and with respect to those parcels of Real Property which have not yet been appraised, such procedures will be) reasonably designed to reach accurate valuations; however, there can be no assurance that another appraiser would not arrive at a different, and perhaps significantly different, result, particularly if such other appraiser utilized different valuation procedures or assumptions. c. ENCUMBRANCES. ------------ The Debtor believes that all of the parcels which comprise the Real Property are free and clear of liens and encumbrances. AMERCO has obtained, or is in the process of obtaining, current title reports with respect to the Real Property which will identify all matters of record with respect to the Real Property. The reports are, and will be, available - ------------------------- AMERCO is in the process of obtaining appraisals of the remaining parcels of the Real Property and will make such supplemental appraisals available for review. 75 for review and may be reviewed by contacting Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200. d. ENVIRONMENTAL RISKS. ------------------- The Debtor and AMERCO make no representations or warranties regarding compliance of the Real Property with Environmental Law. "Environmental Law," includes, but is not limited to, any and all local, state, federal, international, governmental, public or private laws, statutes, ordinances, regulations, orders, consent decrees, settlement agreements, injunctions, judgments, permits, licenses, codes, covenants, deed restrictions, common laws, treaties, and reported state or federal court decisions thereunder, related to environmental protection, health and safety of persons, natural resource damages, conservation, wildlife, waste management, the use, storage, generation, production, treatment, emission, discharge, remediation, removal, disposal or transport or any other activity related to hazardous and toxic substances, or any other environmental matter, including but not limited to any of the following statutes: Solid Waste Disposal Act, as amended by the Resource Conservation & Recovery Act of 1976, and Solid Hazardous Waste Amendments of 1984, 42 U.S.C. (SECTION)(SECTION)9601, et seq.; ------- Comprehensive Environmental Response, Compensation & Liability Act of 1980, as amended, 42 U.S.C. (SECTION)(SECTION)9601-9675; Clean Air Act of 1966, as amended, 42 U.S.C. (SECTION)(SECTION)7401-7642; Hazardous Materials Transportation Control Act of 1970, as amended, 49 U.S.C. (SECTION)(SECTION)1801-1812; Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. (SECTION)(SECTION)1251-1387; Insecticide, Fungicide & Rodenticide Act, as amended, 7 U.S.C. (SECTION)(SECTION)136-136y; Toxic Substances Control Act, as amended, 15 U.S.C. (SECTION)(SECTION)2601-2671; Safe Drinking Water Act, 42 U.S.C. (SECTION)(SECTION)300f-300j-26; Occupational Safety & Health Act of 1970, as amended, 29 U.S.C. (SECTION)(SECTION)651, et seq.; Emergency Planning & Community ------- Right-To-Know Act of 1986, 42 U.S.C. (SECTION)(SECTION)1101-11050; National Environmental Policy Act of 1978, 42 U.S.C. (SECTION)(SECTION)300(f), et seq.; the Federal Rivers & Harbors ------- Act, 33 U.S.C. (SECTION)403; the Federal National Environmental Policy Act, 42 U.S.C. (SECTION)(SECTION)4321, et seq.; Endangered Species ------- Act, 16 U.S.C. (SECTION)(SECTION)1451, et seq.; the Federal Oil ------- Pollution Act of 1990, 33 U.S.C. (SECTION)(SECTION)2701, et seq.; and ------- any similar or 76 implementing state or local laws, statutes, ordinances; and all amendments, rules, regulations, guidance documents and publications promulgated under any and all of the above. AMERCO has obtained "Phase I" environmental assessments for most of the parcels which comprise the Real Property and is in the process of obtaining Phase I assessments on the rest of the parcels. Because the environmental assessments were performed by several independent environmental consulting firms, they vary substantially in quality and detail. The reports are, and will be, available for review and may be reviewed by contacting Ronald E. Reinsel, Esq., counsel for the Debtor at (602) 229-5200. NOTWITHSTANDING THE FOREGOING DISCUSSION, NO -------------------------------------------- REPRESENTATIONS OR WARRANTIES ARE MADE BY THE DEBTOR, THE - --------------------------------------------------------- REORGANIZED DEBTOR OR AMERCO WITH REGARD TO ANY ENVIRONMENTAL - ------------------------------------------------------------- CONDITIONS AFFECTING ANY OF THE PROPERTIES. - ------------------------------------------ D. POST-EFFECTIVE DATE ADMINISTRATION OF THE STOCK ----------------------------------------------- TRANSFER TRUST. -------------- Pursuant to the Plan, the conveyance to the Stock Transfer Trust of the Stock Transfer Property which has a value equal to the value of the Allowed Claims of the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust will constitute satisfaction in full of the Claims held by Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust, and the Debtor will be discharged from any further liability under the Stock Transfer Judgment. On the Effective Date, and pursuant to the terms of the Plan, the Shareholder Plaintiffs will tender their shares of common stock to AMERCO, and the full equitable interest in the Stock Transfer Trust will vest in the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust. On the Effective Date, conditioned only upon the tender of the shares of stock in AMERCO, the Plaintiffs will assume and enjoy full control over the Stock Transfer Trust pursuant to the terms of such trust. The trust certificates issued to the Creditors holding Stock Transfer Claims will be freely transferable and the holders thereof and/or their successors-in- interest will have the right to direct the Stock Transfer Trustee to sell or otherwise liquidate such trust certificate holder's proportionate interests in the Stock Transfer Trust and to distribute such proceeds (valued as of the date of such disposition) to the trust certificate holders. Neither AMERCO nor the Debtor will retain any legal or equitable interest in the 77 Stock Transfer Trust and neither AMERCO nor the Debtor will exercise any control over the Stock Transfer Trust after the Effective Date. If the Shareholder Plaintiffs choose to liquidate the Stock Transfer Trust, or partition it, or chose to maintain it, they may do so at their own discretion; however, the Shareholder Plaintiffs who are beneficiaries of the Stock Transfer Trust will enjoy not only any appreciation in the value of the Stock Transfer Trust, but will bear the risk of any diminution in value of the Stock Transfer Trust from and after the Effective Date. Accordingly, if any beneficiary of the Stock Transfer Trust directs the Stock Transfer Trustee to liquidate his/her proportionate share of the Stock Transfer Trust, he/she will receive only his/her proportionate share of the Stock Transfer Trust Property, valued as of the date of liquidation, and will have no claim against the Debtor or AMERCO resulting from the increase or diminution in the value of the Stock Transfer Trust Property. E. ACCEPTING CREDITOR SETTLEMENT. ----------------------------- Each Shareholder Plaintiff is given the option under the Plan to elect to participate in the Accepting Creditor Settlement. The Accepting Creditor Settlement provides for a cash fund of up to $350,000,000 to be paid by AMERCO, to fully settle and satisfy all or part of the Allowed Claims of the Shareholder Plaintiffs. Any Shareholder Plaintiff who elects the Accepting Creditor Settlement will receive a pro rata -------- distribution of the Accepting Creditor Settlement Fund equal to the percentage thereof that the number of shares of common stock in AMERCO held by the holder of such Stock Transfer Claim bears to the total number of shares of common stock in AMERCO held by all of the Shareholder Plaintiffs as of the Effective Date. Any Shareholder Plaintiff who elects to participate in the Accepting Creditor Settlement will not participate in or be entitled to any interest in the Stock Transfer Trust. Upon receipt of the cash distribution pursuant to the Accepting Creditor Settlement, such Shareholder Plaintiff's common stock in AMERCO will be transferred to AMERCO or its designee. The election by a Shareholder Plaintiff to participate in the Accepting Creditor Settlement Fund must be made at the time set by the Bankruptcy Court for submission of the ballot accepting or rejecting the Plan. In the event that less than all 78 of the Shareholder Plaintiffs elect the Accepting Creditor Settlement, the Accepting Creditor Settlement Fund will only be funded to the extent necessary to satisfy the Allowed Claims of the electing Shareholder Plaintiffs. -----END PRIVACY-ENHANCED MESSAGE-----