UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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 28, 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
9,518,711(1) |
|
9. |
Sole Dispositive Power
47 |
|
10. |
Shared Dispositive Power
9,518,711(1) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,518,758(1) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
48.5%(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
9,518,711(2) |
|
9. |
Sole Dispositive Power
36,584 |
|
10. |
Shared Dispositive Power
9,518,711(2) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,555,295(2) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
48.7%(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
9,518,711(3) |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
9,518,711(3) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,518,711(3) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
48.5%(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
9,518,711(4) |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
9,518,711(4) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,518,711(4) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
48.5%(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
Arizona |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting power
1,075,700(6) |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
1,075,700(6) |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,075,700(6) |
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
¨ |
|
13. |
Percent of Class Represented by Amount in Row (11)
5.5%(6) |
|
14. |
Type of Reporting Person
OO |
(6) See Item 5
below.
Introduction
This Amendment No. 12 (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, as amended by Amendment No. 10 filed on November
14, 2022 and as amended by Amendment No. 11 filed on November 18,
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 3. Source and
Amount of Funds or Other Consideration
As described in more detail
below in Item 5(c), Clarendon purchased an aggregate of 472,550
shares of Common Stock in open market purchases for an aggregate
purchase price of $28,279,742.78. 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 1,075,700 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 9,518,711 shares of
Common Stock, approximately 48.5% 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 9,518,758
and 76,213,477 shares of Common Stock and Non-Voting Common Stock,
respectively, approximately 48.5% 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 9,555,295
and 76,316,347 shares of Common Stock and Non-Voting Common Stock,
respectively, approximately 48.7% 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 472,550 shares of Common Stock in open market
purchases for an aggregate purchase price of $28,279,742.78, as
follows:
|
Purchase Date |
Number of Shares Purchased |
Price Per Share |
| 11/28/2022 |
92,295 |
$58.859
(1) |
| 11/28/2022 |
228,555 |
$59.283
(1) |
| 11/29/2022 |
200 |
$59.990 |
| 11/29/2022 |
78,233 |
$60.514
(2) |
| 11/29/2022 |
51,567 |
$61.311
(2) |
| 11/30/2022 |
20,800 |
$61.878
(3) |
| 11/30/2022 |
900 |
$62.000 |
(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 $58.859: $58.54 to
$58.995, inclusive and (b) with respect to the weighted average
price of $59.283: $59.000 to $59.68, 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 $60.514: $60.000 to
$60.99, inclusive and (b) with respect to the weighted average
price of $61.311: $61.000 to $61.56, 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 $61.625
to $61.995, 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 30, 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 |
Amerco (NASDAQ:UHAL)
Historical Stock Chart
From May 2023 to Jun 2023
Amerco (NASDAQ:UHAL)
Historical Stock Chart
From Jun 2022 to Jun 2023
