As filed with the Securities and Exchange Commission on January 17, 2014

 

 

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM S-3

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


 

AMERCO

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

 

88-0106815

(State or other jurisdiction of

 

(I.R.S. Employer

of incorporation or organization)

 

Identification Number)

 

1325 Airmotive Way, Suite   100

Reno, Nevada 89502-3239

(775)   688-6300

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)


 

Laurence De Respino, Esq.

General Counsel

AMERCO

1325 Airmotive Way, Suite   100

Reno, Nevada 89502-3239

(775)   688-6300

(Name, address, including zip code, and telephone number, including

area code, of agent for service)


 

Copy to:

 

Gregory R. Hall, Esq.

DLA Piper LLP (US)

2525 East Camelback Road, Suite 1000

Phoenix, AZ 85016


 

Approximate date of comme ncement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check th e following box:     [       ]

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule   415 under the Securities Act of 1933, other than securities offered only in connection with dividend or inte rest reinvestment plans, check the following box:     [X]

 

If this form is filed to register additional securities for an offering pursuant to Rule   462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:     [       ]    


   

If this form is a post-effective amendment filed pursuant to Rule   462(c) under the Securities Act, check the following box and list the Securities Act registration st atement number of the earlier effective registration statement for the same offering:       [       ]    

   

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    [X ]
 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities or additional classes of securities pursuant to Rule 413(b) u nder the Securities Act, check the following box.       [       ]    
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.     See the definitions of “large acceler ated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  [X]                                                                                                                                                                                     Accelerated filer       [       ]    

Non-ac celerated filer       [       ]         (Do not check if a smaller reporting company)                   Smaller reporting company       [       ]    


CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to be

Registered

Amount to be Registered (1)

Proposed Maximum Offeri ng Price Per Security (1)

Proposed Maximum Aggregate Offering Price (1)

Amount of Registration Fee (2)

Debt Securities

 

 

 

 

Common Stock, par value $0.25 per share

 

 

 

 

Preferred Stock, par value $0.___ per share

 

 

 

 

 

(1) An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement.  Separate consideration may or may not be received for securities that are issuable upon conversion of exchange of other securities.  Any securiti es registered hereunder may be sold separately or as units with the other securities registered hereunder.   In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate num ber of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2) The registrant is deferring payment of the registration fe e pursuant to Rule 456(b) and is excluding this information in reliance on Rule 456(b) and Rule 457(r), except for filing fees of $17,687 that have already been paid with respect to unsold securities of the registrant previously registered pursuant to re gistration statement no. 333-169832 on Form S-3 which became effective on January 20, 2011.  Pursuant to Rule 415(a)(6), the registrant is carrying forward $248,068,500 in unsold securities and $17,687 in filing fees associated with those unsold securities from registration statement no. 333-169832 to this registration statement, which filing fees have been paid in advance of any future offerings of securities regist ered under this registration statement.  Any additional registration fees will be paid subsequently on a pay-as-you-go basis.  Pursuant to Rule 415(a)(6), the offering of the unsold securities registered pursuant to registration statement no. 333-169832 wi ll be deemed terminated as of the date of effectiveness of this registration statement.

 

 


P ROSPECTUS

 

Debt Securities

Common Stock
Preferred Stock
 

By this prospectus, we may offer from time to time: debt securities; common stock; and preferred stock.

When we offer securities, we will provide you with a prospectus supplement describing the terms of the specific issue of securities, including the price of the securities. You should read this prospectus and any prospectus supplement carefully before you d ecide to invest. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that further describes the securities being delivered to you.

We may offer and sell these securities to or through one or more underwrit ers, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol “UHAL.” We have not yet determined whether any of the securities that may be of fered by this prospectus will be listed on any exchange, or included in any inter-dealer quotation system or over-the-counter market. If we decide to seek the listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on or in which the securities will be listed or included.

Investing in our securities involves risks. We may include specific risk factors in an applicable prospectus supplement under the heading “Risk Factors.”

____________________

Investing in our securities involves certain risks.  See “Risk Factors” beginning on Page   5 of this prospectus and in the applicable prospectus supplement for certain risks you should consider.  You should c arefully read the entire prospectus before you invest in our securities.

____________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus.     Any representation to the contrary is a criminal offense.

____________________

January 17 , 2014

 



TABLE OF CONTENTS

 

About This Prospectus

1

About AMERCO

4

Risk Factors

5

Note Regarding Forward-Looking Statements

5

Description of Securities

6

Use of Proceeds

6

Ratio of Earnings to Fixed Charges

6

Plan of Distribution

7

Legal Matters

8

Experts

8

Incorporation of Certain Information by Reference

9

Where You Can Find More Information

10

 

If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct t hese types of activities, then the offer presented in this prospectus does not extend to you.

 

We have not authorized anyone to give any information or make any representation about us that is different from, or in addition to, that contained in this pros pectus, including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement and any free writing prospectus prepared or authorized by us.     Therefore, if anyone does give you information of t his sort, you should not rely on it as authorized by us.     Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.

 



ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 that AMERCO has filed with the Sec urities and Exchange Commission, or the SEC, utilizing the “shelf” registration process for the offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act.  Under the shelf registration process, we may, over time, sell any combination of securities described in this prospectus.

 

This prospectus provides you with a general description of the securities that AMERCO may offer hereunder.     Each time AMERCO sells a type or series of securities, it wil l provide a prospectus supplement that will contain specific information about the offering and the terms of the particular securities offered.     The prospectus supplement may also add, update or change information contained in this prospectus.     You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More Information.”

 

In each prospectus supplement, we will include the following information:

 

         designation or classification;

 

         the aggregate principal amount or aggregate offering price of securities that we propose to sell;

 

         with respect to debt securities, the maturity;

 

         original issue discount, if any;

 

         the rates and times of payment of interest, dividends or other payments, if any;

 

         redemption, conversion, exchange, settlement or sinking fund terms, if any;

 

         ranking;

 

         restrictive covenants, if any;

 

         the names of any underwriters, agents or dealers to or through which the securities will be sold;

 

         any compensa tion of those underwriters, agents or dealers;

 

         information about any securities exchanges or automated quotation systems on which the securities will be listed or traded or the fact that such securities will not be listed or traded on any exchange;

 

         any r isk factors applicable to the securities that we propose to sell;

 


         important federal income tax considerations; and

 

         any other material information about the offering and sale of the securities.

A prospectus supplement may include a discussion of risks or other special considerations applicable to us or the offered securities. A prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable pros pectus supplement, you must rely on the information in the prospectus supplement. Please carefully read both this prospectus and the applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information.” This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

The re gistration s tatement containing this prospectus, including exhibits to the r egistration s tatement, provides additional inform ation about us and the securities offered under this prospectus. The r egistration s tatement can be read at the SEC website or at the SEC’s public reading room mentioned under the heading “Where You Can Find More Information.”

We have not authorized any bro ker-dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying supplement to this prospectus. You must not rely upon any informat ion or representation not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. This prospectus and the accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an o ffer to buy securities, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or s olicitation. The information contained in this prospectus and the accompanying prospectus supplement speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations a nd prospects even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.

We may sell the securities directly to or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:

         the names of those underwriters or agents;

 

         applica ble fees, discounts and commissions to be paid to them;

 

         details regarding over-allotment options, if any; and

 

         the net proceeds to us.

 

Common Stock . We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share for the election of directors and on all other


matters that require stockholder approval. Subject to any preferential rights of any outstanding preferred stock, in the event of our liquidation, dissolu tion or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any outstanding preferred stock. Our common stock does not carry any redemption rights or any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock.

Preferred Stock. We may issue shares of our preferred stock from time to time, in one or more series. Under our certificate of incorporation, our board of directors has the authority, without further action by stockholders, to designate up to 50,000,000 shares of preferred stock in one or more series and to fix the rig hts, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock.

If we issue preferred stock, we will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and app licable prospectus supplements in the certificate of designations relating to that series. If we issue preferred stock, we will incorporate by reference into the r egistration s tatement of which this prospectus is a part the form of any certificate of desig nations that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the prospectus supplement related to any series of preferred stock we may offer, as well as the complete certificate of designations that contains the terms of the applicable series of preferred stock.

Debt Securities . We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt. The senior debt sec urities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our indebtedness.  Additionally, we may issue common and/or preferred stock from time to time.  Any such issuance of equity securities may cause the dilution of our existing outstanding equity securities. 

If we issue debt securities, they will be issued under one or more documents called indentures, which are contracts between us and a trustee for the holders of the debt securities. If we issue preferred stock, it will be issued pursuant to a certificate of de signation of the rights and preferences of such securities, to the extent and in the manner described in such document.  We urge you to read the prospectus supplement related to the series of debt securities or equity securities being offered, as the case may be, as well as the complete indenture that contains the terms of the debt securities (which will include a supplemental indenture) and the complete preferred stock certif icate of designation, if any.  If we issue debt securities, indentures and forms o f debt securities containing the terms of debt securities being offered will be incorporated by reference into the r egistration s tatement of which this prospectus is a part from reports we have filed or would subsequently file with the SEC. Similarly, if w e issue preferred stock, the certificate of designation containing the terms of such preferred stock being offered will be incorporated by reference into the r egistration s tatement of which this prospectus is a part from reports we would subsequently file with the SEC. 


In this prospectus, when we use the terms “AMERCO,” the “Company,” “the combined company,” “we,” “us” or “our,” we mean AMERCO and its subsidiaries unless the context requires otherwise .

ABOUT AMERCO

 

We believe we are North America’s largest “do-it-yourself” moving and storage operator through our subsidiary U-Haul International, Inc. (“U-Haul”). U-Haul is synonymous with “do-it-yourself” moving and storage and is a leader in supplying products and services to help people move and sto re their household and commercial goods. Our primary focus is to provide our customers with a wide selection of moving rental equipment, convenient self-storage rental facilities and related moving and self-storage products and services.

We were founded in 1945 as a sole proprietorship under the name “U-Haul Trailer Rental Company” and have rented trailers ever since. Starting in 1959, we rented trucks on a one-way and in-town basis exclusively through independent U-Haul dealers. In 1974, we began developin g our network of U-Haul managed retail centers, through which we rent our trucks and trailers, self-storage rooms and sell moving and self-storage products and services to complement our independent dealer network.

We rent our distinctive orange and white U-Haul trucks and trailers as well as offer self-storage rooms through a network of approximately 1,490 Company operated retail moving centers and 16,400 independent U-Haul dealers. In addition, we have an independent storage facility network with thousand s of active affiliates, in which independent storage businesses have joined the world’s largest self-storage reservation system.   We also sell U-Haul brand boxes, tape and other moving and self-storage products and services to “do-it-yourself” moving and s torage customers at all of our distribution outlets and through our eMove web site.   Another extension of our strategy to make “do-it-yourself” moving and storage easier is our U-Box ® moving and storage pod program.   A U-Box moving and storage pod is deliv ered to a location of our customer’s choosing either by the customers themselves through the use of a U-Box trailer or by Company personnel. Once the U-Box moving and storage pod is filled, it can be stored at the customer’s location, or taken to any of ou r company operated locations, a participating independent dealer, or moved to a location of the customer’s choice.

  We believe U-Haul is the most convenient supplier of products and services addressing the needs of North America’s “do-it-yourself” moving a nd storage market. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul brand moving equipment rentals, self-storage rooms and related moving and storage products and services provide our customers wit h convenient “one-stop” shopping.

Through Repwest Insurance Company (“Repwest”) , our property and casualty insurance subsidiary, we manage the property, liability and related insurance claims processing for U-Haul. Oxford Life Insurance Company (“ Oxford ”) is our life insurance subsidiary.  Oxford sells Medicare supplement, life insurance, annuities an d other related products to the senior market .

 

We are a publicly traded Nevada corporation.     Our common stock is listed on the NASDAQ Global Select Market und er the symbol “UHAL.”   Our principal executive offices are located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-3239. Our telephone number is


(775) 688-6300, and our website address is http://www. amerco.com .     Information contained in or linked to ou r website is not a part of this prospectus.

 

You can get more information regarding our business by reading our most recent Annual Report on Form 10-K and the other reports and information that we file with the SEC.     See “Where You Can Find More Informatio n.”

RISK FACTORS

 

Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. This prospectus and the incorporated documents also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a res ult of certain factors, including the risks mentioned elsewhere in this prospectus.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains “forward-looking statements” regarding future events and our future results of operations. We may make a dditional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act, and Section 2 1E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such statements may include, but are not limited to, projections of revenues, earnings or loss, estimates of capital expenditures, plans for future operations, products or services, fi nancing needs and plans; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pr icing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.

  Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilities; the Company’s ability to maintain contracts that are critical to its operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refi nance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition ; the resolution of pending litigation against the Company; changes in accounting standards and other factors described in our most recent Annual Report on Form 10-K or the other documents we file with the SEC. The above factors, the following disclosures, as


well as other statements in this prospectus and in the n otes to our c onsolidated f inancial s tatements, could contribute to or cause such risks or uncertainties, o r could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company assumes no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

  Additional factors or events that could affect our future results are described from time to time in our SEC repo rts. See in particular the “Risk Factors” section of this prospectus. Readers are cautioned not to place undue reliance on forward-looking statements. We assume no obligation to update such information.

You should carefully consider the trends, risks and u ncertainties described in the “Risk Factors” section of this prospectus and other information in this prospectus and reports filed with the SEC before making any investment decision with respect to the notes. If any of the trends, risks or uncertainties se t forth in the “Risk Factors” section of this prospectus actually occurs or continues, our business, financial condition or operating results could be materially adversely affected. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

DESCRIPTION OF SECURITIES

 

We may offer shares of our common stock and preferred stock and various series of debt securities from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of offering.  Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of such secur ities.     The debt securities will be unsecured or secured by certain assets owned by us or certain of our subsidiaries or third parties.

A prospectus supplement will describe the specific types, amounts, prices and detailed terms of any of these securities.

USE OF PROCEEDS

 

We will retain broad discretion over the use of the net proceeds from the sale of our securities offered hereby.  Except as described in any prospectus supplement, we currently anticipate using the net proceeds from the sale of our securi ties offered hereby primarily for general corporate purposes.

  Pending the use of the net proceeds, we may invest the net proceeds in short-term marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES

 

Set forth below is our ratio of earnings to fixed charges for the six months ended September 30, 2013 and for each year in the five year period ended March 31, 2013.  Earnings consist of earnings before interest expense and lease expense.  Fixed charges consist of interest expense and an estimate of the p ortion of lease expense related to the interest component.

 


Six Months Ended

Year Ended March 31,

September 30, 2013

2013

2012

2011

2010

2009

7.1x

4.1x

3.4x

3.1x

1.7x

1.1x

 

Since we had no preferred stock outstanding during any of the periods presented, the ratios of earnings to fixed charges and the ratios of earnings to combined fixed charges and preferred dividends are the same.

 

PLAN OF DISTRIBUTION

 

We may sell the securities covered by this prospectus from time to time in one or more offe rings.  Registration of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.

We may sell the sec urities separately or together:

         through one or more underwriters or dealers in a public offering and sale by them;

 

         through agents; or

 

         directly to investors.

 

We will set forth the terms of the offering of any securities being offered in the applicable prospectus supplement.

If we utilize underwriters in an offering of securities using this prospectus, we will execute an underwriting agreement with those underwriters.     The underwriting agreement will provide that the obligations of the underwriters with respect to a sale of the offered securities are subject to certain conditions precedent an d that the underwriters will be obligated to purchase all the offered securities if any are purchased.     Underwriters may sell those securities to or through dealers.     The underwriters may change any initial public offering price and any discounts or conces sions allowed or re - allowed or paid to dealers from time to time.     If we utilize underwriters in an offering of securities using this prospectus, the applicable prospectus supplement will contain a statement regarding the intention, if any, of the underwri ters to make a market in the offered securities.

  If we utilize a dealer in an offering of securities using this prospectus, we will sell the offered securities to the dealer, as principal.     The dealer may then resell those securities to the public at a fi xed price or at varying prices to be determined by the dealer at the time of resale.

We may also use this prospectus to offer and sell securities through agents designated by us from time to time.     Unless otherwise indicated in the prospectus supplement, a ny agent will be acting on a reasonable efforts basis for the period of its appointment.

We may offer to sell securities either at a fixed price or at prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevail ing market prices or at negotiated prices.     We may also use this prospectus to directly solicit offers to purchase securities.     Except as set forth in the applicable prospectus supplement, none of our directors, officers, or employees nor those of our subs idiaries will solicit or receive a commission in


connection with those direct sales.     Those persons may respond to inquiries by potential purchasers and perform ministerial and clerical work in connection with direct sales.

We may authorize underwriters, d ealers and agents to solicit offers by certain institutions to purchase securities pursuant to delayed delivery contracts providing for payment and delivery on a future date specified in the prospectus supplement.     Institutions with which delayed delivery contracts may be made include commercial and savings banks, insurance companies, educational and charitable institutions and other institutions that we may approve.     The obligations of any purchaser under any delayed delivery contract will not be subject t o any conditions except that any related sale of offered securities to underwriters shall have occurred and the purchase by an institution of the securities covered by its delayed delivery contract shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which that institution is subject.

Underwriters, dealers or agents participating in a distribution of securities by use of this prospectus and an applicable prospectus supplement may be deemed to be underwri ters, and any discounts and commissions received by them and any profit realized by them on resale of the offered securities, whether received from us or from purchasers of offered securities for whom they act as agent, may be deemed to be underwriting dis counts and commissions under the Securities Act.

Under agreements that we may enter into, underwriters, dealers or agents who participate in the distribution of securities by use of this prospectus and an applicable prospectus supplement may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that those underwriters, dealers or agents may be required to make.

Underwriters, dealers, agents or their affiliates may be customers of, engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business, for which they have received or will receive c ustomary compens ation.

LEGAL MATTERS

 

Certain legal matters will be passed upon for us by DLA Piper LLP (US).     If counsel for any underwriter, dealer or agent passes on legal matters in connection with an offering made by this prospectus, we will name tha t counsel in the prospectus supplement relating to the offering.

 

EXPERTS

 

The consolidated financial statements and schedules of AMERCO and consolidated subsidiaries as of March 31, 201 3 and 2012 and for each of the three years in the period ended March 31, 201 3 , and the effectiveness of AMERCO’s internal control over financial reporting as of March 31, 201 3 , appearing in AMERCO’s Annual Report on Form 10-K for the year ended March 31, 201 3 , incor porated by reference in this Form S-3 have been so incorporated in reliance on the report of BDO USA , LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and ac counting.

 


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

We file reports and other information with the SEC under the Exchange Act.     You may read and copy any document we file at the SEC’s public reference room at 100   F   Street, N.E., Washington, D.C. 20549.     Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.     Our SEC filings also are available on the SEC’s website at http://www. sec.gov .    

 

We have filed with the SEC a registration statement on Form S-3 to register the securities offered hereby.     This prospectus is a part of that registration statement.     As allowed by SEC rules, this prospectus does not contain all of the information that is in the registration statement and the exhibits to the registration statement.     For further information about AMERCO, investors should refer to the registration statement and its exhibits.     The registration statement is available at the SEC’s public reference room or website as described above.

 

We “incorpora te by reference” information into this prospectus, which means that we are disclosing important information to you by referring you to other documents filed separately with the SEC.     These documents contain important information about AMERCO and are an imp ortant part of this prospectus.     We incorporate by reference in this prospectus the documents listed below:

 

          

our Annual Report on Form 10-K for the fiscal year ended March 31, 201 3;

          

our Quarterly Report s on Form 10-Q for the fiscal quarter s ended June 30, 2013 and September 30 , 201 3 ;

          

those portions of our definitive proxy statement on Schedule 14A dated July 1 7 , 201 3 , incorporated by reference in our Annual Report on Form 10-K for the year ended March 31, 201 3 ;

          

our current reports on Form 8-K filed on May 30, 2013, September 3, 2013, September 5, 2013 , October 4, 2013 , November 26, 2013 and December 6, 2013;

          

the description of AMERCO’s common stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any am endment or report filed for the purpose of updating those descriptions; and

          

all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and the termination of any offering made under this pro spectus and the prospectus supplement or supplements that will accompany any offering of securities hereunder.

 

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished, but not filed, with the SEC.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this


prospectus to the extent that a statement contained in this prospectus or in the applicable prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes that statement.     An y statement that is so modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

You may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the ad dress provided above.     You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost.  Request s should be directed to Laurence De Respino, General Counsel, AMERCO, c/o U-Haul International, Inc., 2727 N. Central Avenue, Phoenix, AZ  85004, telephone, (602) 263-6977.

We  own the registered trademarks or service marks “U-Haul®”, “AMERCO®”, “In- Town®” , “eMove®”, “C.A.R.D.®”, “Safemove®”, “WebSelfStorage®”, “webselfstorage.com(SM)”, “uhaul.com®”, “Lowest Decks(SM)”, “Gentle Ride Suspension(SM)”, “Mom’s Attic®”,  “U-Box®”,  “Moving Help®”, “Safestor®”, “U-Haul Investors Club™”, “uhaulinvestorsclub.com(SM )”, “U-Note™”, among others, for use in connection with the moving and storage business.  This prospectus also includes product name and other trade names and service marks owned by AMERCO or its affiliates. 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the informational requirements of the Exchange Act and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission.  Our filings are available to the public over the Internet at the Se curities and Exchange Commission’s website at http://www. sec.gov , as well as at our website at http://www. amerco.com .  You may also read and copy, at prescribed rates, any document we file with the Securities and Exchange Commission at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549.  Please call the Securities and Exchange Commission at (800) SEC-0330 for further information on the Securities and Exchange Commission’s Public Referenc e Rooms.



PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities registered hereby, which will be borne by the registrant .  

Securities and Exchange Commission registration fee

 

$

 

(1)

Legal fees and expenses

 

 

 

( 2 )

Accounting fees and expenses

 

 

 

( 2 )

Miscellaneous

 

 

 

( 2 )

Total

 

$

 

( 2 )

________________________

(1)

Deferred in accordance with Rule 456(b) and 457(r) of the Securities Act.

(2)

These fees and expenses depend on the securities offered and the number of issuances and accordingly are not presently known and cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers.

 

The Nevada General Corporation Law requires AMERCO to indemnify officers and directors for any expenses incurred by any officer or director in connection with any actio ns or proceedings, whether civil, criminal, administrative, or investigative, brought against such officer or director because of his or her status as an officer or director, to the extent that the director or officer has been successful on the merits or o therwise in defense of the action or proceeding. The Nevada General Corporation Law permits a corporation to indemnify an officer or director, even in the absence of an agreement to do so, for expenses incurred in connection with any action or proceeding i f such officer or director acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the corporation and such indemnification is authorized by the stockholders, by a quorum of disinterested directors, by independent legal counsel in a written opinion authorized by a majority vote of a quorum of directors consisting of disinterested directors, or by independent legal counsel in a written opinion if a quorum of disinterested directors cannot be obtained. AMERCO’s Restated Articles of Incorporation eliminate personal liability of directors and officers, to AMERCO or its stockholders, for damages for breach of their fiduciary duties as directors or officers, except for liability (i) for acts or om issions that involve intentional misconduct, fraud, or a knowing violation of law, or (ii) for the unlawful payment of dividends. In addition, AMERCO’s Restated Articles of Incorporation provide that AMERCO shall indemnify, to the fullest extent authorized or permitted by law, any person made, or threatened to


be made, a defendant in any action, suit, or proceeding by reason of the fact that he or she was a director or officer of AMERCO so long as such person is not liable pursuant to Section 78.138 of the Nevada General Corporation Law or acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of AMERCO, and, with respect to criminal actions or proceedings, had no reasonable cause to believe t he conduct was unlawful. AMERCO has also executed indemnification agreements that provide that certain of AMERCO’s directors and officers shall be indemnified and held harmless by AMERCO to the fullest extent permitted by applicable law or the Restated Art icles of Incorporation or Bylaws of AMERCO. The Nevada General Corporation Law prohibits indemnification of a director or officer if a final adjudication establishes that the officer’s or director’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and were material to the cause of action. Despite the foregoing limitations on indemnification, the Nevada General Corporation Law may permit an officer or director to apply to the court for approval of indemnification ev en if the officer or director is adjudged to have committed intentional misconduct, fraud, or a knowing violation of the law. The Nevada General Corporation Law also provides that indemnification of directors is not permitted for the unlawful payment of di stributions, except for those directors registering their dissent to the payment of the distribution.

 

Item 16. Exhibits.

 

Exhibit

Number

Description

1.1*

Form of Underwriting Agreement.

4 .1

Restated Articles of Incorporation of AMERCO (incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on September 5, 2013, file no. 1-11255).

4 .2

Restated By-Laws of AMERCO (incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on September 5, 2013, file no. 1-11255).

4. 3

Termination of Rights Agreement, dated as of March 5, 2008 (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 11, 2008, file no. 1-11255).

4. 4

U-Haul Investors Club Base Indenture, dated February 12, 2011 by and between AMERCO and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

4. 5

First Supplemental Indenture, dated February 17, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

 

 


Exhibit

Number

Description

4. 6

Second Supplemental Indenture, dated February 17, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

4. 7

Third Supplemental Indenture, dated March 1, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 4, 2011, file no. 1-11255).

4. 8

Fourth Supplemental Ind enture, dated March 15, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255).

4. 9

Fifth Supplemental Indenture, dated March 1 5, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255).

4. 10

Sixth Supplemental Indenture, dated March 29, 2011, by and betw een the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 1, 2011, file no. 1-11255).

4. 11

Seventh Supplemental Indenture, dated March 29, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 1, 2011, file no. 1-11255).

4.1 2

Eighth Supplemental Indenture, dated April 12, 2011, by and between the Company and U.S. Bank National Association ( i ncorporated by reference to the Company’s Annual Report on Form 10-K for the year end March 31, 2012, file no. 1-11255).

4.1 3

Ninth Supplemental Indenture, dated April 19, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 22, 2011, file no. 1-11255).

4.1 4

Tenth Supplemental Indenture, dated June 7, 2011 by and between the Company and U.S. B ank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 23, 2011, file no. 1-11255).

4.1 5

Eleventh Supplemental Indenture dated June 7, 2011 by and between the Company and U.S. Bank National Associati on (incorporated by reference to the Company’s Current Report on Form 8-K, filed on October 31, 2011, file no. 1-11255).

4.1 6

Twelfth Supplemental Indenture dated June 14, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 23, 2011, file no. 1-11255).

4.1 7

Thirteenth Supplemental Indenture dated June 28, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the C ompany’s Current Report on Form 8-K, filed on July 20, 2011, file no. 1-11255).

 

 


Exhibit

Number

Description

4.1 8

Fourteenth Supplemental Indenture dated July 20, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 17, 2011, file no. 1-11255).

4.1 9

Fifteenth Supplemental Indenture dated July 27, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 17, 2011, file no. 1-11255).

4. 20

Sixteenth Supplemental Indenture dated August 31, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Curren t Report on Form 8-K, filed on September 28, 2011, file no. 1-11255).

4. 21

Seventeenth Supplemental Indenture dated November 8, 2011 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 18, 2012, file no. 1-11255).

4.2 2

Eighteenth Supplemental Indenture dated January 7, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 26, 2012, file no. 1-11255).

4.2 3

Nineteenth Supplemental Indenture dated May 14, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 15, 2 012, file no. 1-11255).

4.2 4

Twentieth Supplemental Indenture dated September 4, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 4, 2012, file n o. 1-11255).

4.2 5

Twenty-first Supplemental Indenture dated January 15, 2013 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 15, 2013, file no. 1-11255 ).

4.2 6

Twenty-second Supplemental Indenture dated May 28, 2013 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 30, 2013, file no. 1-11255).

4.2 7

Twenty-third Supplemental Indenture dated November 26, 2013 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 26, 2013, file no. 1-11255).

4.2 8 *

Form of Debt Security.


Exhibit

Number

Description

5.1**

Opinion of DLA Piper LLP (US) regarding legality of the securities being registered.

12.1**

Statement of C omputation of R atios of E arnings to F ixed C harges.

23.1**

Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

23.2**

Consent of BDO USA, LLP, independent registered public accounting firm for the Company .

24.1**

Power of Attorney (included on the signature page of this registration statement).

25.1* *

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended.

_______________________

*

To be filed , if necessary, as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

**

Filed herewith.

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, if, in the aggregate, the changes in vol ume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided , however , that the undertakings set forth in paragraphs (i),


(ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exch ange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) that, for the purpose of determining any liability und er the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide of fering thereof.

 

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an off ering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the d ate such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be de emed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into th e registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospec tus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(5) that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial di stribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the pur chaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 


(i) an y preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or us ed or referred to by the undersigned registrant;

 

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(6) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annu al reports pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorpora ted by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(7 ) that, (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Secur ities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the in itial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under item 15 abov e, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.  In the event that a cla im for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted b y such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.



SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S - 3 and has duly caused this r egistration s tatement to be signed on its behalf by the undersigned, thereunto duly authoriz ed, in the C ity of Phoenix, S tate of Arizona, on January 17 , 201 4 .

 

AMERCO  

 

By: /s/ Jason A. Berg

Name:   Jason A. Berg

Title:     Chief Accounting Officer

             (Principal Financial Officer)

 

By :/s/ Edward J. Shoen

Name:   Edward J. Shoen

Title:     President and Chairman of the Board

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENT , that each person whose signature appears below constitutes and appoints Edward J. Shoen his true and lawful attorney-in-fact and agent, with full power of s ubstitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form S-3, and to file the same, with all exhibits thereto and other documents in connection therewith with the Secur ities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act or things requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this r egistration s tatement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature

Title

Date

 

 

 

/s/ Edward J. Shoen

President and Chairman of the Board

Januar 17, 2014

Edward J. Shoen

(Principal Executive Officer)

 

 

 

 

/s/ Jason A. Berg

Chief Accounting Officer

January 17 , 201 4

Jason A. Berg

(Principal Financial Officer)

 



 

Signature

Title

Date

 

 

 

/s/ James E. Acridge

Director

January 17 , 201 4

James E. Acridge

 

 

 

 

 

/s/ Charles J. Bayer

Director

January 17 , 201 4

Charles J. Bayer

 

 

 

 

 

/s/ John P. Brogan

Director

January 17 , 201 4

John P. Brogan

 

 

 

 

 

/s/ John M. Dodds

Director

January 17 , 201 4

John M. Dodds

 

 

 

 

 

/s/ Michael L. Gallagher

Director

January 17 , 201 4

Michael L. Gallagher

 

 

 

 

 

/s/ Daniel R. Mullen

Director

January 17 , 201 4

Daniel R. Mullen

 

 

 

 

 

/s/ James P. Shoen

Director

January 17 , 201 4

James P. Shoen

 

 

 

 



EXHIBIT INDEX

 

Exhibit

Number

Description

1.1*

Form of Underwriting Agreement.

4 .1

Restated Articles of Incorporation of AMERCO (incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on September 5, 2013, file no. 1-11255).

4 .2

Restated By-Laws of AMERCO (incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on September 5, 2013, file no. 1-11255).

4. 3

Termination of Rights Agreement, dated as of March 5, 2008 (incorporated by reference to the Company’s Current Repo rt on Form 8-K, filed on March 11, 2008, file no. 1-11255).

4. 4

U-Haul Investors Club Base Indenture, dated February 12, 2011 by and between AMERCO and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

4. 5

First Supplemental Indenture, dated February 17, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

4. 6

Second Supplemental Indenture, dated February 17, 2011, by and between the Company a nd U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2011, file no. 1-11255).

4. 7

Third Supplemental Indenture, dated March 1, 2011, by and between the Company and U.S. Bank Nation al Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 4, 2011, file no. 1-11255).

4. 8

Fourth Supplemental Indenture, dated March 15, 2011, by and between the Company and U.S. Bank National Association (incor porated by reference to the Company’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255).

4. 9

Fifth Supplemental Indenture, dated March 15, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 22, 2011, file no. 1-11255).

4. 10

Sixth Supplemental Indenture, dated March 29, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Cur rent Report on Form 8-K, filed on April 1, 2011, file no. 1-11255).

 

 


Exhibit

Number

Description

4. 11

Seventh Supplemental Indenture, dated March 29, 2011, by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 1, 2011, file no. 1-11255).

4.1 2

Eighth Supplemental Indenture, dated April 12, 2011, by and between the Company and U.S . Bank National Association ( i ncorporated by reference to the Company’s Annual Report on Form 10-K for the year end March 31, 2012, file no. 1-11255).

4.1 3

Ninth Supplemental Indenture, dated April 19, 2011, by and between the Company and U.S. Bank Nation al Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 22, 2011, file no. 1-11255).

4.1 4

Tenth Supplemental Indenture, dated June 7, 2011 by and between the Company and U.S. Bank National Association (incorpo rated by reference to the Company’s Current Report on Form 8-K, filed on June 23, 2011, file no. 1-11255).

4.1 5

Eleventh Supplemental Indenture dated June 7, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on October 31, 2011, file no. 1-11255).

4.1 6

Twelfth Supplemental Indenture dated June 14, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Curre nt Report on Form 8-K, filed on June 23, 2011, file no. 1-11255).

4.1 7

Thirteenth Supplemental Indenture dated June 28, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8 -K, filed on July 20, 2011, file no. 1-11255).

4.1 8

Fourteenth Supplemental Indenture dated July 20, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 17, 2011, file no. 1-11255).

4.1 9

Fifteenth Supplemental Indenture dated July 27, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 17, 2011, file no . 1-11255).

4. 20

Sixteenth Supplemental Indenture dated August 31, 2011 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 28, 2011, file no. 1-11255).

4. 21

Seventeenth Supplemental Indenture dated November 8, 2011 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 18, 2012, file no. 1-11255).

4.2 2

Eighte enth Supplemental Indenture dated January 7, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 26, 2012, file no. 1-11255).

 


Exhibit

Number

Description

4.2 3

Nineteenth Supplemental Indenture dated May 14, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 15, 2012, file no. 1-11255).

4.2 4

Twentieth Supplemental Indenture dated September 4, 2012 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 4, 2012, file no. 1-11255).

4.2 5

Twenty-firs t Supplemental Indenture dated January 15, 2013 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 15, 2013, file no. 1-11255).

4.2 6

Twenty-second Supplem ental Indenture dated May 28, 2013 by and between the Company and U. S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 30, 2013, file no. 1-11255).

4.2 7

Twenty-third Supplemental Indenture da ted November 26, 2013 by and between the Company and U.S. Bank National Association (incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 26, 2013, file no. 1-11255).

4.2 8 *

Form of Debt Security.

5.1**

Opinion of DLA Piper LLP (US) regarding legality of the securities being registered.

12.1**

Statement of C omputation of R atios of E arnings to F ixed C harges.

23.1**

Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

23.2**

Consent of BDO USA, LLP, independent reg istered public accounting firm for the Company .

24.1**

Power of Attorney (included on the signature page of this registration statement).

25.1* *

Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended.

_________ ______________

*

To be filed , if necessary, as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

**

Filed herewith.

 


 

DLA Piper LLP (US)

2525 East Camelback Road, Suite 1000
Phoenix , Arizona   85016-4232  

www.dlapiper.com


 

Greg ory R. Hall

greg.hall@dlapiper.com

T    480.606.5128

F    480.606.5528


January 17, 2014

AMERCO
1325 Airmotive Way Suite 100
Reno , Nevada 89502-3239

Re: Securities Being Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 ASR (as amended or supplemented, the “ Registration Statemen t ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the registration of any combination of (i) common stock, par value $0.25 per share (the “ Common Stock ”), of AMERCO, a Nevada corporation (the “ Company ”), (ii) prefer red stock, par value $0._____ per share, of the Company (the “ Preferred Stock ”), and (iii) debt securities of the Company (“ Debt Securities ”). The Common Stock, Preferred Stock and Debt Securities are sometimes referred to collectively herein as the “ Secur ities .” Securities may be issued in an unspecified number (with respect to Common Stock and Preferred Stock) or in an unspecified principal amount (with respect to Debt Securities). The Registration Statement provides that the Securities may be offered sep arately or together, in separate series, at prices and on terms to be set forth in one or more prospectus supplements (each a “ Prospectus Supplement ”) to the prospectus contained in the Registration Statement.

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificat es of officers of the Company.

 

The opinions expressed below are limited to the General Corporation Law of Nevada (which includes reported judicial decisions interpreting the General Corporation Law of Nevada) and the federal law of the United States. With out limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “blue sky” laws, or (ii) state or federal antitrust laws.

 

For purposes of the opinions expressed below, we refer to the following as the “ Future Authorization and Issuance ” of Securities:


                     with respect to any of the Securities, (a) the authorization by the Company of the terms and issuance of such Securities (the “ Authorization ”) and (b) the issuance of such Securities in accordance with the Author ization therefor upon the receipt by the Company of the consideration (which, in the case of shares of Common Stock or Preferred Stock, is not less than the par value of such shares) to be paid therefor in accordance with the  Authorization ;

                     with respect t o Preferred Stock, (a) the establishment of the terms of such Preferred Stock by the Company in conformity with the Company’s Restated Articles of Incorporation, as amended (the “ Charter ”) and applicable law and (b) the execution, acknowledgement and filin g with the Nevada Secretary of State, and the effectiveness of, a certificate of designations to the Charter setting forth the terms of such Preferred Stock in accordance with the Charter and applicable law; and

                     with respect to Debt Securities, (a) the aut horization, execution and delivery of the indenture or a supplemental indenture relating to such Securities by the Company and the trustee thereunder and/or (b) the establishment of the terms of such Securities by the Company in conformity with the applica ble indenture or supplemental indenture and applicable law, and (c) the execution, authentication and issuance of such Securities in accordance with the applicable indenture or supplemental indenture and applicable law.

Based upon the foregoing, and subjec t to the additional qualifications set forth below, we are of the opinion that:

 

(1)

 

Upon the Future Authorization and Issuance of shares of Common Stock, such shares of Common Stock will be validly issued, fully paid and non-assessable.

 

 

 

 

 

(2)

 

Upon the Future Authorization and Issuance of shares of Preferred Stock, such shares of Preferred Stock will be validly issued, fully paid and non-assessable .

 

 

 

 

 

(3)

 

Upon the Future Authorization and Issuance of Debt Securities, such Debt Securities will be valid and binding obligations of the Company.

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement.

 

Very truly y ours,

 

 

/s/ DLA Piper LLP (US)


Exhibit 12 .1

AMERCO and Consolidated Subsidiaries

Computation of Ratio of Earnings to Fixed Charges

 

 

Six Months Ended

 

Fiscal Year Ended March 31,

 

 

September 30, 2013

 

2013

 

2012

 

2011

 

2010

 

2009

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

(In thousands)

 

(In thousands)

 

(In thousands)

 

(In thousands)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings

$

395,896

 

408,487

 

325,636

 

289,314

 

100,190

 

22,578

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

45,022

 

86,978

 

86,164

 

84,557

 

88,758

 

94,255

Amortization of capitalized expenses related to debt

 

1,694

 

4,133

 

4,428

 

4,249

 

5,198

 

4,908

An estimate of the interest component of rent expense

 

17,608

 

39,149

 

43,738

 

50,270

 

52,317

 

50,808

Adjusted "earnings"

$

460,220

 

538,747

 

459,966

 

428,390

 

246,463

 

172,549

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed charges:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

$

45,022

 

86,978

 

86,164

 

84,557

 

88,758

 

94,255

Capitalized interest

 

270

 

415

 

221

 

425

 

609

 

693

Amortization of capitalized expenses related to debt

 

1,694

 

4,133

 

4,428

 

4,249

 

5,198

 

4,908

An estimate of the interest component of rent expense

 

17,608

 

39,149

 

43,738

 

50,270

 

52,317

 

50,808

Total fixed charges

$

64,594

 

130,675

 

134,551

 

139,501

 

146,882

 

150,664

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of earnings to fixed charges

 

7.1

 

4.1

 

3.4

 

3.1

 

1.7

 

1.1

 


Exhibit 23.1

 

 

Refer to Exhibit 5.1


 

Consent of Independent Registered Public Accounting Firm

 

AMERCO

Reno , Nevada  

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our reports dated June 5, 2013, relating to the consolidated financial statements , the effectiveness of AMERCO ’s internal control over financial reporting , and schedules of AMERCO appear ing in the Company’s Annual Report on Form 10-K for the year ended March 31, 201 3 .

We also consent to the reference t o us under the caption “Experts” in the Prospectus.

 

/s/ BDO USA, LLP

 

Phoenix , Arizona  

January 17 , 201 4


Exhibit 24.1

 

Refer to signature page of this Registration Statement.


_____________________________________________________________________________  

 

securities and exchange commission

Washington , D.C. 20549  

__________________________

 

FORM T-1

 

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

 

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

 

31-0841368

I.R.S. Employer Identification No.

 

800 Nicollet Mall

Minneapolis , Minnesota  

 

55402

(Address of principal executive offices)

(Zip Code)

 

Melissa A. Rosal

U.S. Bank National Association

190 S. LaSalle Street, 7 th Floor

Chicago, Illinois 60603

(312) 332-7496

(Name, address an d telephone number of agent for service)

 

AMERCO

                                                       (Issuer with respect to the Securities)

Nevada

88-0106815

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

1325 Airmotive Way, Suite 100

Reno, Nevada

 

89502-3239

(Address of Principal Executive Offices)

(Zip Code)

 

Notes

(Title of the Indenture Securities)

 


 


FORM T-1

 

Item 1.

GENERAL INFORMATION .   Furnish the following information as to the Trustee.

 

 

a)

Name and address of each examining or supervising authority to which it is subject.

 

 

 

Comptroller of the Currency

Washington, D.C.

 

 

 

 

b)

Whether it is authorized to exercise corporate trust powers.

 

 

Yes

 

Item 2.

AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee,

describe each such affiliation.

 

None

 

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee .

 

Item 16.

LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of

eligibility and qualification.

 

 

1

A copy of the Articles of Association of the Trustee.*

 

2.

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2

 

3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

 

4.

A copy of the existing bylaws of the Trustee.**

 

5.

A copy of each Indenture referred to in Item 4.  Not applicable.

 

6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

 

7.

Report of Condition of the Trustee as of September 30, 2013 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

 

 

*

Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**

Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

 


 


 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinoi s on the 15 t h of January, 2014.

 

 

By:

 

/s/ Melissa A. Rosal________

 

Melissa A. Rosal

 

Vice President

 

 


 


 

Exhibit 2


 


 

Exhibit 3


 


 

Exhibit 6

 

CONSENT

 

 

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its reques t therefor.

 

 

Dated: January 15, 2014

 

 

By:

 

/s/ Melissa A. Rosal________

 

Melissa A. Rosal

 

Vice President

 

 

 

 

 


Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2013

 

($000's)

 

 

9/30/2013

Assets

 

 

Cash and Balances Due From Depository Institutions

$

11,611,724

Securities

 

75,731,096

Federal Funds

 

109,251

Loans & Lease Financing Receivables

 

229,278,111

Fixed Assets

 

4,752,165

Intangible Assets

 

13,284,803

Other Assets

 

21,823,306

Total Assets

$

356,590,456

 

 

 

Liabilities

 

 

Deposits

$

269,648,386

Fed Funds

 

2,649,382

Treasury Demand Notes

 

-

Trading Liabilities

 

377,760

Other Borrowed Money

 

27,410,355

Acceptances

 

-

Subordinated Notes and Debentures

 

4,836,320

Other Liabilities

 

11,663,931

Total Liabilities

$

316,586,134

 

 

 

Equity

 

 

Common and Preferred Stock

 

18,200

Surplus

 

14,231,285

Undivided Profits

 

24,168,331

Minority Interest in Subsidiaries

 

1,586,506

Total Equity Capital

$

40,004,322

 

 

 

Total Liabilities and Equity Capital

$

356,590,456