UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)

 

AMERCO
(Name of Issuer)

 

Common Stock, $0.25 par value per share
(Title of Class of Securities)

 

023586100
(CUSIP Number)

 

Laurence J. De Respino
2727 North Central Avenue
Phoenix, Arizona 85004
(602) 263-6788
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 16, 2022
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 (the “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).

 

 

 

 

 

 

CUSIP No. 023586100 SCHEDULE 13D

 

1.

Name of Reporting 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

 

AF

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

United States

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

47

8.

Shared Voting power

 

9,046,161(1)

9.

Sole Dispositive Power

 

47

10.

Shared Dispositive Power

 

9,046,161(1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,046,208(1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

46.1%(1)

14.

Type of Reporting Person

 

IN 

       

 

 (1) See Item 5 below. 

 

 


CUSIP No. 023586100 SCHEDULE 13D

 

1.

Name of Reporting 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

 

AF

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

United States

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

36,584

8.

Shared Voting power

 

9,046,161(2)

9.

Sole Dispositive Power

 

36,584

10.

Shared Dispositive Power

 

9,046,161(2)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,082,745(2)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

46.3%(2)

14.

Type of Reporting Person

 

IN 

       

(2) See Item 5 below.

 

 

 


CUSIP No. 023586100 SCHEDULE 13D

 

1.

Name of Reporting Person

 

Foster Road LLC

2.

Check the Appropriate Box if a Member of a Group

 

(a) x  (b) ¨

3.

SEC Use Only

 

4.

Source of Funds

 

OO

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Delaware

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

0

8.

Shared Voting power

 

9,046,161(3)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

9,046,161(3)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,046,161(3)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

46.1%(3)

14.

Type of Reporting Person

 

OO

       

(3) See Item 5 below.

 

 

 


CUSIP No. 023586100 SCHEDULE 13D

  

1.

Name of Reporting Person

 

Willow Grove Holdings LP

2.

Check the Appropriate Box if a Member of a Group

 

(a) x  (b) ¨

3.

SEC Use Only

 

4.

Source of Funds

 

OO

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Delaware

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

0

8.

Shared Voting power

 

9,046,161(4)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

9,046,161(4)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,046,161(4)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

46.1%(4)

14.

Type of Reporting Person

 

PN

       

 (4) See Item 5 below.

 

 

 


CUSIP No. 023586100 SCHEDULE 13D

 

1.

Name of Reporting Person

 

Blackwater Investments, Inc.

2.

Check the Appropriate Box if a Member of a Group

 

(a) x  (b) ¨

3.

SEC Use Only

 

4.

Source of Funds

 

OO

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Nevada

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

0

8.

Shared Voting power

 

880,127(5)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

880,127(5)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

880,127(5)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

4.5% (5)

14.

Type of Reporting Person

 

CO

       

(5) See Item 5 below.

 

 

 

 

CUSIP No. 023586100 SCHEDULE 13D

 

1.

Name of Reporting Person

 

Clarendon Strategies, LLC

2.

Check the Appropriate Box if a Member of a Group

 

(a) x  (b) ¨

3.

SEC Use Only

 

4.

Source of Funds

 

OO

5. 

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

Nevada

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON WITH

 

7.

Sole Voting Power

 

0

8.

Shared Voting power

 

603,150(6)

9.

Sole Dispositive Power

 

0

10.

Shared Dispositive Power

 

603,150(6)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

603,150(6)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

¨

13.

Percent of Class Represented by Amount in Row (11)

 

3.1%(6)

14.

Type of Reporting Person

 

OO

       

(6) See Item 5 below. 

 

 

 

 

Introduction

 

This Amendment No. 11 (this “Amendment”) relates to the Schedule 13D filed on July 13, 2006, as amended by Amendment No. 1 filed on March 9, 2007, as amended by Amendment No. 2 filed on June 26, 2009, as amended by Amendment No. 3 filed on May 1, 2013, as amended by Amendment No. 4 filed on December 17, 2015, as amended by Amendment No. 5 filed on February 12, 2016, as amended by Amendment No. 6 filed on September 14, 2016, as amended by Amendment No. 7 filed on June 9, 2017, as amended by Amendment No. 8 filed on June 30, 2017, as amended by Amendment No. 9 filed on October 4, 2018 and as amended by Amendment No. 10 filed on November 14, 2022 (the “Schedule 13D”), which relates to a group now consisting of Edward J. Shoen, Mark V. Shoen, Foster Road LLC, Willow Grove Holdings LP, Blackwater Investments, Inc. and Clarendon Strategies, LLC, each individually and/or on behalf of the various entities as applicable (the “Reporting Persons”) with respect to the voting common stock, $0.25 par value per share (the “Common Stock”), of AMERCO (the “Company”).

 

Item 1. Security and Issuer.

 

This statement (the “Statement”) relates to the shares of common stock, $0.25 par value (the “Common Stock”) of AMERCO, a Nevada corporation (the “Issuer”), which maintains its principal executive offices at 5555 Kietzke Lane, Suite 100, Reno, Nevada, 89511.

 

On November 9, 2022, the Issuer issued newly created shares of Series N Non-Voting Common Stock (the “Non-Voting Common Stock”) through a stock dividend on a 9-for-1 basis to all existing holders of the Issuer’s Common Stock. On November 10, 2022, the Non-Voting Common Stock began trading on the Nasdaq Global Select Market under the ticker symbol UHALB.

 

Item 2. Identity and Background.


The name, address, background information and citizenship status of and for each person filing this Statement (collectively, the “Reporting Persons”) is as follows:

 

Edward J. Shoen has served as a Director and Chairman of the Board of the Company since 1986, as President since 1987 and as a Director of U-Haul International, Inc. (“U-Haul”) since 1990. Edward Shoen has been associated with the Company since 1971, and his principal place of business is located at 2727 North Central Avenue, Phoenix, Arizona 85004. Edward Shoen is a United States citizen.

 

Mark V. Shoen served as a Director of the Company from 1990 until 1997. He served as a Director of U-Haul from 1990 until 1997 and has served as President of the Company’s Phoenix Operations and Vice President of U-Haul Business Consultants, a subsidiary of the Company. Mark Shoen retired from the Company in June 2012. He serves as a manager of Foster Road LLC and President and sole director of Blackwater Investments, Inc. and Clarendon Strategies, LLC. His principal place of business is located at 207 East Clarendon Avenue, Phoenix, AZ 85012. Mark Shoen is a United States citizen.

 

Blackwater Investments, Inc. (“Blackwater”) is a Nevada corporation. Blackwater Investments, Inc. has an address of 207 East Clarendon Avenue, Phoenix, AZ 85012.

 

Willow Grove Holdings LP (“Willow Grove”) is a Delaware limited partnership. The general partner of Willow Grove Holdings LP is Foster Road LLC, a Delaware limited liability company. Willow Grove Holdings LP has an address of 207 East Clarendon Avenue, Phoenix, AZ 85012.

 

Foster Road LLC (“Foster Road”) is a Delaware limited liability company. Foster Road LLC has an address of 207 East Clarendon Avenue, Phoenix, AZ 85012.

 

Clarendon Strategies, LLC (“Clarendon”) is a Delaware limited liability company. Clarendon Strategies, LLC has an address of 207 East Clarendon Avenue, Phoenix, AZ 85012.

 

Information with respect to the managers, directors and officers of Blackwater, Foster Road and Clarendon (collectively, the “Related Persons”), including name, business address, present principal occupation or employment and citizenship is listed on the attached Schedule A, which is incorporated herein by reference.

 

During the past five years, to the best of the knowledge of the Reporting Persons or Related Person as of the date of this Statement, none of the Reporting Persons or Related Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

As described in more detail below in Item 5(c), Clarendon purchased an aggregate of 603,150 shares of Common Stock in open market purchases for an aggregate purchase price of $32,506,967.71. The source of funds used in connection with the purchase of these shares of Common Stock was the working capital of Clarendon and its affiliates.

 

Item 5. Interest in Securities of the Issuer.

 

(a)-(b) As set forth below, each of the Reporting Persons beneficially owns the number and percentage of shares of Common Stock and Non-Voting Common Stock of the Company individually and as a group and each of the Reporting Persons maintains such sole or shared voting power as applicable. Each of the Reporting Persons continues to maintain sole dispositive power in respect of the shares beneficially owned individually by such Reporting Person. As of November 4, 2022, there were 19,607,788 shares of Common Stock outstanding, and as of November 10, 2022, there were 176,470,092 shares of Non-Voting Common Stock outstanding, each of which is used as the basis for calculating percentages.

 

Willow Grove is the record holder of 7,562,884 shares of Common Stock and 68,065,956 shares of Non-Voting Common Stock. Foster Road, which is owned and controlled by various trusts associated with Mark V. Shoen and Edward J. Shoen, owns a 0.1% general partner interest in Willow Grove. The managers of Foster Road are Stuart Shoen and Mark V. Shoen. The trustees of the trusts and managers of Foster Road may be deemed to share beneficial ownership of the securities held of record by Willow Grove. Each of them disclaims beneficial ownership of any such securities except to the extent of such persons pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of such securities for purposes of Section 13(d) or Section 13(g) of the Act or for any other purposes.

 

Blackwater is a wholly-owned subsidiary of Willow Grove and is the record holder of 880,127 shares of Common Stock and 7,921,143 shares of Non-Voting Common Stock. Mark V. Shoen is the president and sole director of Blackwater.

 

Clarendon is also a wholly-owned subsidiary of Willow Grove and is the record holder of 603,150 shares of Common Stock. Mark V. Shoen is the president and manager of Clarendon. By virtue of Willow Grove’s ownership of Clarendon and Blackwater, Willow Grove Holdings LP and Foster Road LLC are deemed to be indirect owners of shares of Common Stock and Non-Voting Common Stock held by Clarendon and Blackwater. Accordingly, Willow Grove Holdings LP and Foster Road LLC directly and indirectly own 9,046,161 shares of Common Stock, approximately 46.1% of the Common Stock outstanding and 75,987,099 shares of Non-Voting Common Stock, approximately 43.1% of the Non-Voting Common Stock outstanding.

 

Edward J. Shoen:

 

Individually – is the record holder of 32 shares of Common Stock and 288 shares of Non-Voting Common Stock, the beneficial owner of 15 shares of Common Stock and 136 shares of Non-Voting Common Stock held by an ESOP Trust Fund, and is the beneficiary of 25,106 shares of Common Stock and 225,954 shares of Non-Voting Common Stock held by the EJS-028 Trust, but does not have voting or dispositive control the shares held by EJS-028 Trust.

 

Group – has a direct or indirect beneficial interest in 9,046,208 and 76,213,477 shares of Common Stock and Non-Voting Common Stock, respectively, approximately 46.1% and 43.2%, respectively of the Common Stock and Non-Voting Common Stock outstanding.

  

 

 

 

Mark V. Shoen:

 

Individually—is the trustee and beneficiary along with his spouse of 6,707 shares of Common Stock and 60,363 shares of Non-Voting Common Stock held by the Shoen Family Revocable Trust, and has voting and dispositive control over such shares. He is also the beneficial owner of 4,771 shares of Common Stock and 42,931 shares of Non-Voting Common Stock held by an ESOP Trust Fund. He is the trustee of 25,106 shares of Common Stock and 225,954 shares of Non-Voting Common Stock held by the EJS-028 Trust and has voting and dispositive control over such shares.

 

Group – has a direct or indirect beneficial interest in 9,082,745 and 76,316,347 shares of Common Stock and Non-Voting Common Stock, respectively, approximately 46.3% and 43.2%, respectively of the Common Stock and Non-Voting Common Stock outstanding.

 

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the shares owned by the other Reporting Persons. The filing of this Schedule 13D/A shall not be deemed an admission that any of the Reporting Person is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares reported herein that he or it does not directly own.

 

(c) Clarendon purchased an aggregate of 603,150 shares of Common Stock in open market purchases for an aggregate purchase price of $32,506,967.71, as follows:

 

Purchase Date Number of Shares Purchased Price Per Share
11/16/2022 47,087 $52.748 (1)
11/16/2022 174,351 $53.434 (1)
11/16/2022 101,483 $54.493 (1)
11/16/2022 1,079 $55.035 (1)
11/17/2022 63,063 $52.710 (2)
11/17/2022 77,539 $53.360 (2)
11/17/2022 85,980 $54.616 (2)
11/17/2022 48,418 $55.105 (2)
11/18/2022 3,550 $55.786 (3)
11/18/2022 600 $56.00

 

(1)       The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $52.748: $52.455 to $52.995, inclusive; (b) with respect to the weighted average price of $53.434: $53.00 to $53.99, inclusive; (c) with respect to the weighted average price of $54.493: $54.00 to $54.99, inclusive; and (d) with respect to the weighted average price of $55.035: $55.00 to $55.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1).

(2)       The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from (a) with respect to the weighted average price of $52.710: $52.15 to $52.99, inclusive; (b) with respect to the weighted average price of $53.360: $53.00 to $53.995, inclusive; (c) with respect to the weighted average price of $54.616: $54.00 to $54.995, inclusive; and (d) with respect to the weighted average price of $55.105: $55.00 to $55.43, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2).

(3)       The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.19 to $55.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3).

 

(d) None.

 

(e) Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit

 

99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on October 4, 2018).

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2022

 

  /s/ Edward J. Shoen
  Edward J. Shoen
   
  /s/ Mark V. Shoen
  Mark V. Shoen
   
  Willow Grove Holdings LP
   
  By: Foster Road LLC, its General Partner
       
    By: /s/ Mark V. Shoen
      Mark V. Shoen, Manager
       
    By: /s/ Stuart Shoen
      Stuart Shoen, Manager
   
  Foster Road LLC
     
  By: /s/ Mark V. Shoen
    Mark V. Shoen, Manager
     
  By: /s/ Stuart Shoen
    Stuart Shoen, Manager
     
  Blackwater Investments, Inc.
     
  /s/ Mark V. Shoen
  Mark V. Shoen, President

  

  Clarendon Strategies, LLC
     
  By: /s/ Mark V. Shoen
    Mark V. Shoen, Manager

 

 

 

 

 

 

SCHEDULE A

 

The name, present principal occupation or employment and citizenship of each of the managers of Foster Road LLC and Clarendon Strategies, LLC and the officers and directors of Blackwater Investments, Inc. are set forth below. Unless otherwise noted, the business address of each individual is 207 East Clarendon Avenue, Phoenix, AZ 85012.

 

Managers of Foster Road LLC

 

Name Present Principal Occupation Citizenship
Mark V. Shoen Manager of Foster Road LLC, President, Treasurer and Director of Blackwater Investments, Inc. and President and Manager of Clarendon Strategies, LLC United States
Stuart Shoen Manager of Foster Road LLC United States

 

Officers and Directors of Blackwater Investments, Inc.

 

Name Present Principal Occupation Citizenship
Mark V. Shoen Manager of Foster Road LLC, President, Treasurer and Director of Blackwater Investments, Inc. and Manager of Clarendon Strategies, LLC United States

 

Clarendon Strategies, LLC

 

Name Present Principal Occupation Citizenship
Mark V. Shoen Manager of Foster Road LLC, President, Treasurer and Director of Blackwater Investments, Inc. and President and Manager of Clarendon Strategies, LLC United States