UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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. DeRespino
2727 North Central Avenue
Phoenix, Arizona 85004
(602) 263-6788
(Name, Address and T
elephone Number of Person Authorized to Receive Notices and Communications)
September 12, 2016
(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 i s 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 subsequen t 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).
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SCHEDULE 13D |
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1. |
Name of Reporting Person Edward J. Shoen |
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2. |
Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 24,923 |
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8. |
Shared Voting power 8,307,584 (1) |
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9. |
Sole Dispositive Power 24,923 |
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10. |
Shared Dispositive Power 8,307,584 (1) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,332,507 (1) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.50% (1) |
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14. |
Type of Reporting Person IN |
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(1) See Item 5 below.
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SCHEDULE 13D |
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1. |
Name of Reporting Person Mark V. Shoen |
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2. |
Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 27,020 |
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8. |
Shared Voting power 8,307,584 (2) |
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9. |
Sole Dispositive Power 27,020 |
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10. |
Shared Dispositive Power 8,307,584 (2) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,334,604 (2) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.51% (2) |
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14. |
Type of Reporting Person IN |
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(2) See Item 5 below.
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SCHEDULE 13D |
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1. |
Name of Reporting Person Foster Road LLC |
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2. |
Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 0 |
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8. |
Shared Voting power 7,562,884 (3) |
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9. |
Sole Dispositive Power 0 |
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10. |
Shared Dispositive Power 7,562,884 (3) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,307,584 (3) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.37% (3) |
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14. |
Type of Reporting Person OO |
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(3) See Item 5 below.
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SCHEDULE 13D |
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1. |
Name of Reporting Person Willow Grove Holdings LP |
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2. |
Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 0 |
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8. |
Shared Voting power 7,562,884 (4) |
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9. |
Sole Dispositive Power 0 |
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10. |
Shared Dispositive Power 7,562,884 (4) |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,307,584 (4) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.37% (4) |
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14. |
Type of Reporting Person PN |
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(4) See Item 5 below.
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SCHEDULE 13D |
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1. |
Name of Reporting Person Blackwater Investments, Inc. |
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2. |
Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization Nevada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 714,700 (5) |
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8. |
Shared Voting power 0 |
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9. |
Sole Dispositive Power 714,700 (5) |
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10. |
Shared Dispositive Power 0 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,307,584 (5) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.37% (5) |
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14. |
Type of Reporting Person CO |
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(5) See Item 5 below.
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SCHEDULE 13D |
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1. |
Name of Reporting Person SAC Holding Corporation |
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Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] |
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3. |
SEC Use Only |
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4. |
Source of Funds OO |
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5. |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] |
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6. |
Citizenship or Place of Organization Nevada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
Sole Voting Power 30,000 (6) |
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8. |
Shared Voting power 0 |
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9. |
Sole Dispositive Power 30,000 (6) |
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10. |
Shared Dispositive Power 0 |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,307,584 (6) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] |
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13. |
Percent of Class Represented by Amount in Row (11) 42.37% (6) |
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14. |
Type of Reporting Person CO |
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(6) See Item 5 below.
Introduction
This Amendment No. 6 (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 N o. 4 filed on December 17, 2015 and as amended by Amendment No. 5 filed on February 12, 2016 (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 SAC Holding Corporation, each individually and/or on behalf of the various entities as applicable (the “ Reporting Persons ”) with respect to the common stock, $0.25 par value per share (the “ Common Stock ”), of AMERCO (the “ Company ”).
I tem 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change; provided, however , that the Withdrawing Reporting Persons (as hereinafter defined) are not reporting persons for purposes of this Schedule 13D/A.
Item 3 . Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
The Stockholder Agreement, as amended, dated June 30, 2006, which was previously attached as Exhibit 99.2 to the Schedule 13D filed with the SEC on Jul y 13, 2006, was terminated effective September 12, 2016. In addition, James P. Shoen, Rosemarie T. Donovan and David L. Holmes (the “Withdrawing Reporting Persons”) withdrew their Common Stock from the Stockholder Agreement effective as of June 30, 2016. As a result, the Withdrawing Reporting Persons are no longer deemed part of a group with the Reporting Persons, and are not reporting persons for purposes of this Schedule 13D/A.
This report shall not be deemed an admission by any person or entity identif ied herein that he or it is the beneficial owner of Common Stock except as provided herein; and each person and entity identified herein disclaims beneficial ownership of such Common Stock except to the extent of his or its pecuniary interest therein.
No other material changes.
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 individually and as a group and each of the Reporting Per sons 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 September 12, 2016, there w ere 19,607,788 shares of Common Stock outstanding, which is used as the basis for calculating percentages.
Foster Road LLC owns a 0.1% general partner interest in Willow Grove Holdings LP and controls all voting and disposition decisions with respect to th e Common Stock owned by Willow Grove Holdings LP. Foster Road LLC is managed by Edward J. Shoen and Mark V. Shoen. Blackwater Investments, Inc. is wholly-owned by Willow Grove Holdings LP and directly owns 714,700 shares of the Common Stock. SAC Holdi ng Corporation is wholly-owned by Blackwater Investments, Inc. and directly owns 30,000 shares of the Common Stock. The 7,562,884 shares of Common Stock reported above in connection with Willow Grove Holdings LP and Foster Road LLC do not include the 714, 700 or 30,000 shares of Common Stock owned by Blackwater Investments, Inc. and SAC
Holding Corporation, respectively. By virtue of Willow Grove Holdings LP’s ownership of Blackwater Investments, Inc., Willow Grove Holdings LP is the indirect owner of such 744,700 shares of Common Stock. Accordingly, Willow Grove Holdings LP directly and indirectly owns 8,307,584 shares of Common Stock, approximately 42.37% of the Common Stock outstanding.
Edward J. Shoen :
Individually - owns directly or indirectly 24,923 shares of Common Stock, approximately 0.13% of the Common stock outstanding.
Group - owns directly or indirectly 8,332,507 shares of Common Stock, approximately 42.50% of the Common stock outstanding.
Mark V. Shoen :
Individually - owns directly or indirectly 27,020 shares of Common Stock, approximately 0.14% of the Common stock outstanding.
Group - owns directly or indirectly 8,334,604 shares of Common Stock, approximately 42.51% of the 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 deem ed 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.
No other material changes.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Foster Road LLC, the general partner of Willow Grove Holdings LP, controls all voting and disposition decisions with respect to the Common Stock owned by Willow Grove Holdings LP. Foster Road LLC is owned by Edward J. Shoen and Mark V. Shoen. Foster Road LLC holds a 0.1% general partner interest in Willow Grove Holdings LP.
Item 7. Material to be Filed as Exhibits.
Exhibit
99.1 Joint Filing Agreement.
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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: September 12, 2016
/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/ Edward J. Shoen
Edward J. Shoen, Manager
Foster Road LLC
/s/ Edward J. Shoen
Edward J. Shoen, Manager
Blackwater Investments, Inc.
/s/ Mark V. Shoen
Mark V. Shoen, President
SAC Holding Corporation
/s/ Mark V. Shoen
Mark V. Shoen, President
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the acquisition or disposition of common stock, $0.25 par value per share, of AMERCO, or any other material changes requiring such a filing.
Each of the undersigned parties agree that each is responsible for the timely filing the statemen t on Schedule 13D (including any amendment thereto), and for the completeness and accuracy of the information concerning such party contained therein, but none of them is responsible for the completeness or accuracy of the information concerning the other parties making the filing unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrume nt.
Dated: September 12 , 2016
/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/ Edward J. Shoen
Edward J. Shoen, Manager
Foster Road LLC
/s/ Edward J. Shoen
E dward J. Shoen, Manager
Blackwater Investments, Inc.
/s/ Mark V. Shoen
Mark V. Shoen, President
SAC Holding Corporation
/s/ Mark V. Shoen
Mark V. Shoen, President