Amerco/NV – ‘SC 13D/A’ on 7/3/95 re: Amerco/NV – EX-2

As of:  Monday, 7/3/95   ·   Accession #:  4457-95-24   ·   File #:  5-39669

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    SC 13D/A Amendment No. 9                              20     79K 
 3: EX-2        Discl St Plan of Reorganization                       56    179K 
 2: EX-99.1STPER13D1F  Statement Pursuant to Rule 13D-1(F)             2     12K 

EX-2   —   Discl St Plan of Reorganization

EX-2
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EXHIBIT 2         
---------         

IN THE UNITED STATES BANKRUPTCY COURT         

FOR THE DISTRICT OF ARIZONA         

In re:                        )        In Proceedings Under Chapter 11          
)                   
EDWARD J. SHOEN,              )        Case No. 95-1430-PHX-JMM                 
)                   
Debtor.       )                                 
)                   
------------------------------)                                                 
)                   
In re:                        )                                                 
)                   
JAMES P. SHOEN,               )        Case No. 95-1431-PHX-JMM                 
)                   
Debtor.       )                                 
)                   
------------------------------)                                                 
In re:                        )                                                 
)                   
AUBREY K. JOHNSON,            )        Case No. 95-1432-PHX-CGC                 
)                   
Debtor.       )                                 
)                   
------------------------------)                                                 
)                   
In re:                        )                                                 
)                   
JOHN M. DODDS,                )        Case No. 95-1433-PHX-RGM                 
)                   
Debtor.       )                                 
)                   
------------------------------)                                                 
)                   
In re:                        )                                                 
)                   
WILLIAM E. CARTY,             )        Case No. 1434-PHX-GBN                    
          )        (Jointly Administered
Debtor.       )        Case No. 95-1430-PHX-JMM)
)                   
------------------------------)                                                 

DISCLOSURE STATEMENT FOR DEBTOR'S PLAN OF         
-----------------------------------------         
REORGANIZATION PROPOSED BY EDWARD J. SHOEN          
------------------------------------------          

DATED:     April 25, 1995                                                       

John J. Dawson, Esq. (Az Bar No. 002786)                  
Susan G. Boswell, Esq. (Az Bar No. 004791)                
Ronald E. Reinsel, Esq. (Az Bar No. 011059)               
STREICH LANG, P.A.                                        
Renaissance One                                           
Two North Central Avenue                                  
Phoenix, Arizona  85004-2391                              
Attorneys for EDWARD J. SHOEN,                            
Debtor and Debtor-In-Possession                       

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I.    INTRODUCTION.                                                             
------------                                                        
On February 21, 1995, Edward J. Shoen ("Debtor") filed    
his voluntary petition under Chapter 11 of the Bankruptcy Code,                 
thereby commencing this Chapter 11 bankruptcy case.  The Debtor has             
prepared this Disclosure Statement in connection with the                       
solicitation of acceptances of the "Debtor's Plan Of                            
        ----------------
Reorganization Proposed By Edward J. Shoen" (the "Plan").  A copy               
------------------------------------------                                      
of the Plan is attached to this Disclosure Statement as Exhibit "B",            
and is hereby incorporated by this reference.                                   
Capitalized terms used herein have the same meanings as   
defined in the Plan and the Bankruptcy Code.  Terms defined in this             
Disclosure Statement which are also defined in the Plan are solely              
for convenience; and the Debtor does not intend to change the                   
definitions of those terms from the Plan.  If there is any                      
inconsistency between the Plan and this Disclosure Statement, the               
Plan is, and will be, controlling.                                              
II.   INFORMATION REGARDING PLAN AND DISCLOSURE STATEMENT.                      
---------------------------------------------------                 
The objective of a Chapter 11 case is the confirmation    
(i.e., approval by the Bankruptcy Court) of a plan of                           
----                                                                          
reorganization.  A plan describes in detail (and in language                    
appropriate for a legal contract) the means for satisfying the                  
claims against, and interests in, a debtor.  After a plan has been              
filed, the holders of such claims and interests are permitted to                
vote to accept or reject the plan.  Before a debtor can solicit                 
acceptances of a plan, Bankruptcy Code (SECTION)1125 requires the debtor to     
prepare a disclosure statement containing adequate information of               
a kind, and in sufficient detail, to enable those parties entitled              
to vote on the plan to make an informed judgment about the plan and             
whether they should accept or reject the plan.                                  
The purpose of this Disclosure Statement is to provide    
sufficient information about the Debtor and the Plan to enable you              
to make an informed decision in exercising your right to accept or              
reject the Plan.  Therefore, this Disclosure Statement provides                 
relevant information about the Debtor, his property, his financial              
situation, and the Plan.                                                        

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This Disclosure Statement will be used to solicit         
acceptances of the Plan only after the Bankruptcy Court has entered             
an order approving this Disclosure Statement.  Bankruptcy Court                 
approval of this Disclosure Statement means only that the                       
Bankruptcy Court has found that this Disclosure Statement meets the             
statutory requirement of Bankruptcy Code (SECTION)1125 to provide adequate      
information.  Such approval by the Bankruptcy Court is not an                   
opinion or ruling on any other merits of this Disclosure Statement;             
and it does not mean that the Plan has been approved, or will be                
approved, by the Bankruptcy Court.                                              
After this Disclosure Statement has been approved by the  
Bankruptcy Court and there has been voting on the Plan, there will              
be a hearing on the Plan to determine whether it should be                      
confirmed.  At the hearing, the Bankruptcy Court will consider                  
whether the Plan satisfies the various requirements of the                      
Bankruptcy Code.  The Bankruptcy Court also will receive and                    
consider a ballot report prepared by the Debtor which will present              
a tally of the votes accepting or rejecting the Plan cast by those              
entitled to vote.  Once confirmed, the Plan is treated essentially              
as a new contract and is binding on all Creditors and other parties             
in interest in the Debtor's reorganization case.                                
THIS DISCLOSURE STATEMENT IS NOT THE PLAN.                
FOR THE CONVENIENCE OF CREDITORS, THE PLAN IS             
SUMMARIZED IN THIS DISCLOSURE STATEMENT.  ALL             
SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY              
THE PLAN ITSELF, WHICH IS ATTACHED TO THIS                
DISCLOSURE STATEMENT.  IN THE EVENT OF ANY                
INCONSISTENCY BETWEEN THIS DISCLOSURE                     
STATEMENT AND THE PLAN, THE PLAN WILL CONTROL.            
The Bankruptcy Court will hold a hearing on confirmation  
of the Plan; and before that hearing the report of Ballots cast                 
will be prepared and filed with the Bankruptcy Court.  Accordingly,             
all votes are important because they can determine whether the Plan             
will be confirmed.                                                              
III.  REPRESENTATIONS.                                                          
---------------                                                     
This Disclosure Statement has not been subject to a       
certified audit but has been prepared in part from information                  
compiled by the Debtor from records maintained in the ordinary                  
course of his personal financial affairs, from                                  

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information provided by AMERCO,<F3> a Nevada corporation (herein                
referred to as "AMERCO") or from information received from other                
third parties.  Every effort has been made to be as accurate as                 
possible in the preparation of this Disclosure Statement.                       
Other than as stated in this Disclosure Statement, the    
Debtor has not authorized any representations or assurances                     
concerning: (i) the Debtor; (ii) his financial affairs and assets;              
(iii) the operations of AMERCO pertaining only to the funding of                
the Plan by AMERCO in the satisfaction of the Shareholder                       
Plaintiffs' Claims; or (iv) the value of his assets.  Therefore, in             
deciding to accept or reject the Plan, you should not rely on any               
information relating to the Debtor or the Plan other than that                  
contained in this Disclosure Statement (or in the Plan itself).                 
You should report any unauthorized representations or inducements               
to counsel for the Debtor, who may present such information to the              
Bankruptcy Court for action as may be appropriate.                              
This is a solicitation by the Debtor only and is not a    
solicitation by his attorneys, agents, financial advisors,                      
accountants, or any other professionals employed by the Debtor.                 
IV.   VOTING PROCEDURES AND REQUIREMENTS.                                       
----------------------------------                                  
A.   WHO IS ENTITLED TO VOTE.                                       
-----------------------                                   
If you are the holder of an Allowed Claim which is        
"impaired" under the Plan, you are entitled to vote to accept or                
reject the Plan.  Accordingly, to be entitled to vote, your Claim               
must be both "allowed" and "impaired."                                          
1.   ALLOWED CLAIMS.                                      
--------------                                  
You have an Allowed Claim if:  (i) you timely filed a     
proof of claim and no objection has been filed to your Claim;                   
(ii) you timely filed a proof of claim, an objection was filed to               
your Claim, and the Bankruptcy Court has ruled and allowed your                 
Claim; (iii) your Claim is listed by the Debtor in his Schedules                
(which are on file with the Bankruptcy Court as a public record) as             
liquidated                                                                      

--------------------------                                                      
<F3>    The Debtor is an officer and Director of AMERCO.  AMERCO and/or         
one or more of its subsidiaries or affiliates is providing the funding          
for satisfaction of the Shareholder Plaintiffs' claims as discussed more        
fully in Section V., infra.                                                     
-----                                 

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in amount and undisputed and no objection has been filed to your                
Claim; or (iv) your Claim is listed by the Debtor in his Schedules              
as liquidated in amount and undisputed, an objection was filed to               
your Claim, and the Bankruptcy Court has ruled and allowed your                 
Claim.  If your Claim is not an Allowed Claim, it is a Disputed                 
Claim; and you will not be entitled to vote on the Plan unless the              
Bankruptcy Court temporarily or provisionally allows or estimates               
your Claim for voting purposes pursuant to Rule 3018, Federal Rules             
of Bankruptcy Procedure.  If you are uncertain regarding the status             
of your Claim, you should check the Bankruptcy Court record                     
carefully, including the Debtor's Schedules; and you should seek                
appropriate legal advice if you have any dispute with the Debtor.               
The Debtor and his professionals cannot advise you about such                   
matters.                                                                        
2.   IMPAIRED CLAIMS.                                     
---------------                                 
Claims are "impaired" when the full amounts of the        
Allowed Claims will not be paid under the Plan, or when the                     
holders' legal, equitable, or contractual rights are otherwise                  
altered by the Plan.  Holders of Claims which are not "impaired"                
under the Plan are deemed to have accepted the Plan pursuant to                 
Bankruptcy Code (SECTION)1126(f); and their acceptances of the Plan need        
not be solicited.                                                               
B.   PROCEDURES FOR VOTING.                                         
---------------------                                     
1.   SUBMISSION OF BALLOTS.                               
---------------------                           
All Creditors whose votes are solicited will be sent a    
Ballot (together with instructions for voting) with a copy of this              
Disclosure Statement, as approved by the Bankruptcy Court, and a                
copy of the Plan.  You should read the Ballot carefully and follow              
the instructions contained therein.  Please use only the Ballot                 
which was sent with this Disclosure Statement.  You should complete             
your Ballot and return it to:                                                   
STREICH LANG, P.A.                              
One Renaissance                                 
Two North Central Avenue                        
Phoenix, Arizona  85004-2391                    
Telephone Number:  (602) 229-5200               
Telefax Number:  (602) 229-5690                 
Attn:  Ronald E. Reinsel, Esq.                  

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TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED AT            
THE ADDRESS LISTED ABOVE BY 5:00 P.M.,                    
MOUNTAIN STANDARD TIME, ON [WILL INSERT DATE              
             -----------------
SET BY COURT ORDER].                                      
-------------------                                       

A properly addressed and stamped return envelope will be  
included with your Ballot.  However, if the need arises, the                    
telefax number where your Ballot must be returned also is given                 
above.                                                                          
2.   EFFECT ON VOTING OF ELECTION OF CREDITOR             
----------------------------------------        
SETTLEMENT OPTION.                              
-----------------                               
The Plan provides for an election by the Shareholder      
Plaintiffs whose Claims are classified in Classes 3A, 3B, 3C, 3D,               
3E, 3F, and 3G to participate in the Accepting Creditor Settlement.             
The election is to be made at the time such Creditor casts his or               
her ballot to accept or reject the Plan.  If the Creditor elects                
the Accepting Creditor Settlement, such Creditor is deemed to have              
accepted the Plan and the vote will count as an acceptance.  A                  
Creditor cannot, however, accept the Accepting Creditor Settlement              
and vote to reject the Plan.                                                    
3.   INCOMPLETE BALLOTS.                                  
------------------                              
Unless otherwise ordered by the Bankruptcy Court, Ballots 
which are signed, dated, and timely received, but on which a vote               
to accept or reject the Plan has not been indicated, will be                    
counted as a vote to accept the Plan.                                           
4.   WITHDRAWAL OF BALLOTS.                               
---------------------                           
A Ballot, including any election therein, may not be      
withdrawn or changed after it is cast, unless the Bankruptcy Court              
permits you to do so after notice and a hearing to determine                    
whether sufficient cause exists to permit the change.                           
5.   QUESTIONS AND LOST OR DAMAGED BALLOTS.               
-------------------------------------           
If you have any questions concerning voting procedures,   
if your Ballot is damaged or lost, or if you believe you should                 
have received a Ballot but did not receive one, you may contact                 
Ronald E. Reinsel, Esq. at the address and telephone or telefax                 
numbers listed above.                                                           

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C.   SUMMARY OF VOTING REQUIREMENTS.                                
------------------------------                            
In order for the Plan to be confirmed, the Plan must be   
accepted by at least one impaired class of Claims.  For a class of              
Claims to vote to accept the Plan, votes representing at least two-             
thirds (2/3) in amount and a majority in number of the Claims voted             
in that class must be cast for acceptance of the Plan.  As more                 
fully described in Article XII of this Disclosure Statement, the                
Debtor is seeking acceptances from holders of Allowed Claims in the             
following classes which are or may be "impaired" under the Plan,                
provided, however, that the Debtor will have the right to supplement            
-----------------------                                                         
this Disclosure Statement as to any other impaired classes, if any.             
CLASS     DESCRIPTION                                               
-----     -----------                                               
3         Stock Transfer Claims, including Classes 3A through       
3G inclusive                                    
4         General Unsecured Claims                                  
5         Punitive Damage Claim                                     
6         Securities Litigation Claims                              
7         Stock Transfer Judgment Codebtor Claims                   

IT IS IMPORTANT THAT HOLDERS OF ALLOWED                   
IMPAIRED CLAIMS EXERCISE THEIR RIGHTS TO VOTE             
TO ACCEPT OR REJECT THE PLAN.                             

The specific treatment of each Class under the Plan is described in             
the Plan and is summarized in Article IX of this Disclosure                     
Statement.                                                                      
    Bankruptcy Code (SECTION)1129(b) provides that, if the Plan is
rejected by one or more impaired classes of Claims, the Plan (or                
any modification thereof) nevertheless may be confirmed by the                  
Bankruptcy Court if the Bankruptcy Court determines that the Plan               
does not discriminate unfairly and is fair and equitable with                   
respect to the rejecting class or classes of Claims impaired under              
the Plan.                                                                       
A VOTE FOR ACCEPTANCE OF THE PLAN BY THOSE                
HOLDERS OF A CLAIM WHO ARE ENTITLED TO VOTE IS            
MOST IMPORTANT.  THE DEBTOR ASSERTS THAT THE              
TREATMENT OF CREDITORS UNDER THE PLAN IS THE              
BEST ALTERNATIVE FOR CREDITORS AND THE  DEBTOR            
RECOMMENDS THAT THE HOLDERS OF ALLOWED CLAIMS             
VOTE IN FAVOR OF THE PLAN.                                
V.    OVERVIEW OF THE PLAN.                                                     
--------------------                                                
The following is a general overview of the Plan and       
certain provisions of the Plan.  This overview has been prepared to             
describe the Plan and some of its more pertinent provisions in                  
basic terms; and the Debtor does not                                            

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offer it as a comprehensive analysis of the Plan, which is a                    
complicated legal document.  A more extensive narrative of the Plan             
is provided in Article IX of this Disclosure Statement; but even                
that description is still a summary and is subject to and                       
controlled by the Plan itself.  If it is important to you to                    
understand every nuance of the Plan as a complicated and precise                
legal contract, you are urged to read the Plan in its entirety and              
to consult with legal counsel to understand the Plan fully.                     
A.   GENERAL STRUCTURE OF THE PLAN.                                 
-----------------------------                             
The Plan proposes the reorganization of the Debtor and    
his Estate.  The Debtor, when he becomes the Reorganized Debtor,                
will be responsible for all obligations of the Debtor as provided               
under the Plan.  The Debtor proposes to implement the Plan by                   
restructuring and satisfying his obligations to both his secured                
and unsecured creditors.                                                        
1.   INCIDENT LEADING TO THE FILING OF THE                
-------------------------------------           
CHAPTER 11 CASE.                                
---------------                                 
On August 2, 1988, Leonard S. Shoen, Samuel W. Shoen,     
M.D., Michael L. Shoen, Mary Anna Shoen Eaton, Cecilia M. Shoen                 
Hanlon, Katrina M. Shoen Carlson, Theresa Shoen Romero and the                  
following Arizona corporations:  L.S.S., Inc., Samwill, Inc.,                   
Mickl, Inc., Maran, Inc., Cemar, Inc., Kattydid, Inc., and Thermar,             
Inc. (collectively the "Shareholder Plaintiffs"),<F3> instituted an             
action against Edward J. Shoen, Paul F. Shoen, James P. Shoen,                  
Aubrey K. Johnson, William E. Carty, and John M. Dodds, all of whom             
were directors of AMERCO at the time (the "Director Defendants").<F4>           
The Shareholder Plaintiffs alleged various breaches of fiduciary                
duty and other unlawful conduct by the                                          

--------------------------                                                      
<F3>    The Shareholder Plaintiffs collectively own 18,254,976 shares of        
AMERCO common stock.  Before a 1988 stock sale (which was a subject of the      
Arizona Litigation) the Shareholder Plaintiffs owned approximately 49.66%       
of the common stock of AMERCO.                                                  

<F4>    The term "Director Defendants" is defined in the Plan as, and           
collectively comprises, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,     
John M. Dodds and William H. Carty who are the debtors in these jointly         
administered Chapter 11 cases.  Paul F. Shoen was also a defendant in the       
Arizona Litigation, and is also a party against whom the Stock Transfer         
Judgment has been rendered.  The Debtor is informed and believes, as the        
preparation date of the Plan, that Paul F. Shoen has not sought bankruptcy      
relief.                                                                         

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individual Director Defendants in their capacity as directors of AMERCO         
and sought equitable relief, compensatory damages, and punitive damages (the    
"Arizona Litigation").                                                          
Prior to trial and pursuant to rulings by the Court in    
the Arizona Litigation, the Shareholder Plaintiffs elected a remedy             
which requires a forced sale of all of their common stock in AMERCO             
to the Director Defendants.  The price was to be determined based               
on the value of those shares (the "Stock Transfer Claim" as defined             
in the Plan) as determined in the Arizona Litigation.<F5>                       
On October 7, 1994, the jury in the Arizona Litigation    
returned its verdict against the Director Defendants finding (in                
addition to liability) that the value of the Shareholder                        
Plaintiffs' shares of AMERCO stock was $81.12 per share or                      
approximately $1.48 billion.   The jury also awarded the                        
Shareholder Plaintiffs $70 million in punitive damages against the              
Debtor.                                                                         
On February 2, 1995, The Honorable Thomas Dunevant III,   
who presided over the Arizona Litigation, ruled, among other                    
things, that the jury's award of damages against the Director                   
Defendants was excessive because it was based upon an excessive                 
valuation of the Shareholder Plaintiffs' shares of stock.                       
Accordingly, a remittitur of the verdict against the Director                   
Defendants was granted and the verdict was reduced to $461,838,000              
plus interest from February 14, 1995 at the rate of ten percent                 
(10%) per annum plus taxable costs (the "Stock Transfer Judgment").             
In addition, the verdict against the Debtor for punitive damages                
was remitted to $7,000,000.  The Shareholder Plaintiffs accepted                
these remitted amounts.                                                         
Prior to entry of the Stock Transfer Judgment, the Debtor 
was solvent and paying his debts as they became due.  However, the              
entry of the Stock Transfer Judgment, for which the Debtor is                   
jointly and severally liable, caused the Debtor to become insolvent             
and in need of reorganization, and the Debtor and                               

-------------------------                                                       
<F5>    At the time relevant to the complaint, AMERCO's common stock was        
privately held.  Thus, the value of the Shareholder Plaintiffs'shares           
could not be determined by reference to stock reports.                          

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the four other Director Defendants were forced to file petitions for            
protection under Chapter 11 of the Bankruptcy Code on February 21, 1995.        
The Stock Transfer Judgment provides for a judicially     
ordered sale of the Shareholder Plaintiffs' AMERCO common stock.                
Specifically, the Stock Transfer Judgment provides that the Debtor              
and the other Director Defendants, jointly and severally, must pay              
the monetary obligations owing to the respective Shareholder                    
Plaintiffs under that judgment (i.e., the total principal amount of             
----            
$461,838,000, plus accrued interest and taxable costs, as allocated             
to each of the Shareholder Plaintiffs according to each of their                
proportionate stock interests (defined in the Plan as the "Stock                
Transfer Judgment Amount")).  In return, the Stock Transfer                     
Judgment requires all of the Shareholder Plaintiffs to transfer                 
their AMERCO common stock to the Director Defendants or their                   
designee.                                                                       
2.   SUMMARY OF PLAN.                                     
---------------                                 
The Claims of the Shareholder Plaintiffs pursuant to the  
Stock Transfer Judgment are Disputed Claims with respect to the                 
liability of the Debtor and the other Director Defendants for the               
Stock Transfer Judgment Amount.  The Debtor and the other Director              
Defendants have, among other remedies, unexpired rights to appeal               
the Stock Transfer Judgment Amount.  In addition, the Punitive                  
Damage Claim is a Disputed Claim, and the Debtor has already filed              
a notice appeal in the Arizona Court of Appeals with respect to the             
Punitive Damage Claim.                                                          
The Debtor and the other Director Defendants hold         
indemnification claims against AMERCO which may apply to the Stock              
Transfer Judgment; and they have preserved and scheduled those                  
indemnification claims in their respective Chapter 11 cases.  At                
the same time, the Debtor and the other Director Defendants have                
not attempted to make demands upon and prosecute their                          
indemnification claims against AMERCO because:  (i) they believe                
that the enforcement of such indemnification claims against AMERCO              
probably would require protracted and expensive litigation against              
AMERCO and against other parties (e.g., various other AMERCO                    
----        
stockholders) who may try to prevent AMERCO from performing its                 

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indemnification agreements with the Director Defendants;<F6> (ii) they          
believe that the eventual outcome of that litigation is uncertain;              
and (iii) they believe that the ultimate collectibility of any                  
indemnification judgment (if and when such a judgment is obtained)              
is uncertain.                                                                   
Pursuant to AMERCO's corporate bylaws, AMERCO has certain 
rights of first refusal with respect to certain sales of the                    
Shareholder Plaintiffs' AMERCO common stock, including the purchase             
of that stock by the Debtor and the other Director Defendants.                  
Moreover, the Director Defendants' rights to purchase the                       
Shareholder Plaintiffs' AMERCO common stock pursuant to the Stock               
Transfer Judgment may present a corporate opportunity which AMERCO              
is entitled to exercise.                                                        
In the context of the facts and circumstances described   
above, the Debtor and the other Director Defendants, in cooperation             
with AMERCO, have proposed in their respective plans of                         
reorganization the following funding and treatment of the                       
Shareholder Plaintiffs' Disputed Claims under the Stock Transfer                
Judgment:                                                                       
1.   In full settlement and satisfaction of the           
Shareholder Plaintiffs' Disputed Claims under the Stock Transfer                
Judgment, on the Plan's Effective Date (as defined therein), the                
Debtor and the other Director Defendants will transfer to the                   
Shareholder Plaintiffs (pursuant to the Stock Transfer Trust                    
defined in the Plan) property having either a stipulated or                     
adjudicated value equal to the full amount which the Shareholder                
Plaintiffs are entitled to recover from the insolvent estates of                
the Debtor and the other Director Defendants on account of the                  
Shareholder Plaintiffs' Disputed Claims for the Stock Transfer                  
Judgment Amount.  Specifically, the stipulated or adjudicated value             
of the property transferred will be $461,838,000, plus interest                 
thereon at the rate of 10% per year from February 14, 1995 to and               
including the February 21, 1995                                                 

-------------------------                                                       
<F6>    See Article IX(A) (Class 6) for a discussion of certain litigation      
---                                                             
which is pending against the Debtor and the other Director Defendants arising   
out of the Stock Transfer Judgment and the possibility that AMERCO would        
indemnify the Debtor and the other Director Defendants for liability arising    
out of the Stock Transfer Judgment.                                             

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Petition Date, plus any taxable costs awarded in the Arizona Litigation         
(defined collectively as the "Shareholder Plaintiffs' Effective Date            
Payoff").<F7>                                                                   
2.   Alternatively, and in lieu of their respective       
proportionate shares of the property comprising the Shareholder                 
Plaintiffs' Effective Date Payoff, each of the Shareholder                      
Plaintiffs may elect to participate in the Accepting Creditor                   
Settlement and receive discounted cash payments on the Effective                
Date in full settlement and satisfaction of their respective                    
Disputed Claims.  The total discounted cash payments available to               
the Shareholder Plaintiffs will be $350,000,000; and the                        
Shareholder Plaintiffs voluntarily choosing to participate in the               
Accepting Creditor Settlement will receive shares of $350,000,000               
in the same proportions as their otherwise applicable shares of the             
Shareholder Plaintiffs' Effective Date Payoff.  If any Shareholder              
Plaintiffs accept the discounted cash payoff on the Effective Date,             
the Shareholder Plaintiffs' Effective Date Payoff will be reduced               
by what otherwise would be the proportionate share of each settling             
Shareholder Plaintiff.                                                          
3.   AMERCO will be the funding source of the property    
comprising the Shareholder Plaintiffs' Effective Date Payoff and                
the alternatively available discounted cash payments.                           
4.   On the Effective Date, all of the Shareholder        
Plaintiffs' AMERCO common stock will be transferred to an entity                
which will be designated prior to the Effective Date.                           
5.   The Punitive Damage Claim will be satisfied, when    
and if it becomes an Allowed Claim in any amount, in full, by                   
payments of Cash or property either to the Disbursing Agent (if the             
Punitive Damage Claim has become as Allowed Claim at the time of                
payment) or to the Impoundment Trust (if the Punitive Damage Claim              
has not become an Allowed Claim at the time of Payment).                        
Exclusive of the Shareholder Plaintiffs and/or their      
Disputed Claims under the Stock Transfer Judgment, the Debtor deals             
with the Claims of other                                                        

-------------------------                                                       
<F7>    See Exhibit "A", which is attached to this Disclosure Statement         
---                                                             
and is hereby incorporated herein, for a detailed description of the property   
which is going to be transferred to the Stock Transfer Trust in satisfaction    
of the Disputed Claims of the Shareholder Plaintiffs.                           

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Creditors in the Plan.  With respect to these other Claims and Creditors,       
the Debtor proposes to implement the Plan by making payments from income        
earned after the Petition Date and/or by selling or transferring other assets   
of the Debtor or the Debtor's Estate--all as provided in the Plan and described 
in more detail below.  The Debtor's implementation of the Plan will             
include, but is not limited to, obtaining final adjudications of                
any other Claims which are disputed Claims (whether by stipulations             
or after litigation and the exhaustion of appellate rights and                  
remedies).                                                                      
VI.   SIGNIFICANT EVENTS DURING THE REORGANIZATION CASES.                       
--------------------------------------------------                  
A.   JOINT ADMINISTRATION.                                          
--------------------                                      
On or about February 22, 1995, the Debtor and the other   
Director Defendants filed a Joint Motion for the joint administration           
of their respective Chapter 11 cases or for the assignment of certain           
of the cases to the Honorable James M. Marlar pursuant to Bankruptcy            
Local Rule 5005(c).<F8>  On March 30, 1995, the Bankruptcy Court                
entered an Order administratively consolidating the five cases, with            
all matters to be docketed in Case No. 95-1430-PHX-JMM.                         
B.   EMPLOYMENT OF PROFESSIONALS.                                   
---------------------------                               
As of the date of this Disclosure Statement, the Debtor   
has employed Streich Lang, P.A. as the general bankruptcy counsel               
to the Debtor, which employment was approved by Order of the                    
Bankruptcy Court.                                                               
C.   APPEAL OF PUNITIVE DAMAGE CLAIM.                               
-------------------------------                           
On or about March 23, 1995, the Debtor filed an appeal of 
the Punitive Damage Claim with the Arizona Court of Appeals.                    
Because of the recent filing, briefs in support and opposition of               
the appeal have not been submitted.  Accordingly, it is not                     
possible to predict when the appeal will be resolved.                           
D.   APPOINTMENT OF UNSECURED COMMITTEE.                            
----------------------------------                        
On April 11, 1995, the United States Trustee appointed    
the Unsecured Committee, allegedly to represent the interests of                
the Unsecured Creditors.                                                        

-------------------------                                                       
<F8>    At the time the Reorganization Cases were filed, the first two (and     
the lowest numbered cases--the Debtor's and James P. Shoen's) were assigned     
to Judge Marlar.                                                                

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The Creditors appointed to the Unsecured Committee are all Shareholder          
Plaintiffs who are also insiders of the Debtor.  In addition, the Shareholder   
Plaintiffs are not representative of the other general unsecured creditors.     
Accordingly, the Debtor and the other Director Defendants intend to             
object to the appointment.                                                      
E.   PLAN AND DISCLOSURE STATEMENT.                                 
-----------------------------                             
The Debtor and the other Director Defendants filed their  
Plans within approximately sixty (60) days of the Petition Date.                
F.   COMPLAINT FOR INJUNCTIVE RELIEF.                               
-------------------------------                           
Contemporaneously with the filing of the Plan and this    
Disclosure Statement, the Debtor and other Director Defendants                  
filed a Complaint against AMERCO and the Shareholder Plaintiffs in              
the Bankruptcy Court seeking injunctive relief pertaining to the                
impending Shareholders' annual meeting and election of certain                  
members of the AMERCO Board of Directors.  Specifically, the                    
Director Defendants are asking the Bankruptcy Court either to: (i)              
maintain the status quo by enjoining AMERCO from holding the annual             
meeting until after the Plan has been confirmed, or (ii) enjoin the             
Shareholder Plaintiffs from voting at such annual meeting on the                
election of members of the AMERCO Board of Directors.  The                      
Shareholder Plaintiffs had expressed (even after the Stock Transfer             
Judgment was entered) and continue to express their desire to                   
change management of AMERCO even though they will no longer be                  
shareholders of AMERCO with voting rights.  Accordingly, since                  
AMERCO is funding the satisfaction of the Stock Transfer Claims, it             
is in the best interests of all Creditors of the Director                       
Defendants and AMERCO that there not be a disruption in management              
by shareholders who will shortly be divested of their stock through             
satisfaction in full of their Stock Transfer Claims.                            
VII.  THE PRESENT CONDITION OF THE DEBTOR IN CHAPTER 11.                        
-------------------------------------------------                   
Pursuant to the automatic stay of Bankruptcy Code         
(SECTION)362(a), the Shareholder Plaintiffs are stayed from commencing          
collection actions against the Debtor to enforce the Stock Transfer             
Judgment during the pendency of this case, or until the Bankruptcy              
Court grants relief from the automatic stay.  In addition, by                   
operation of the automatic stay the Director Defendants have                    

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unexpired appeal rights relating to the Stock Transfer Judgment.                
During this time AMERCO is arranging the funding of the Plan with               
respect to the Stock Transfer Claim.  In addition, the Debtor is                
paying his post-petition obligations as they become due in the                  
ordinary course of his personal financial affairs.  It is not                   
anticipated that the Debtor will have any difficulty in continuing              
to do so throughout the pendency of this case.                                  
VIII.      THE ANTICIPATED FUTURE OF THE DEBTOR.                                
------------------------------------                      
Once the Stock Transfer Claim is satisfied and            
extinguished pursuant to the Plan, the Debtor will once again be                
solvent and able to pay his debts as they become due.  The Debtor,              
after satisfaction of the Stock Transfer Claim, will be able to                 
satisfy all of his obligations other than the Stock Transfer                    
Judgment from his assets and future income.  In addition, the                   
Debtor anticipates that after the Effective Date his future income              
and other assets will enable him to remain solvent and continue to              
pay his debts as they become due.  Thus, the Debtor will not need               
any further financial reorganization.                                           
IX.     DESCRIPTION OF THE PLAN.                                                
-----------------------                                         
The following is a general description of the Plan and    
certain provisions of the Plan.  This description has been prepared             
to describe the Plan and some of its more pertinent provisions in               
basic terms; and the Debtor does not offer it as a comprehensive                
analysis of the Plan, which is a complicated legal document.  If it             
is important to you to understand every nuance of the Plan as a                 
complicated and precise legal contract, you are urged to read the               
Plan in its entirety and to consult with legal counsel to                       
understand the Plan fully.                                                      
The following description of the Plan is for              
informational purposes only and does not purport to change or                   
supersede any of the specific contractual language of the Plan.                 
THE PLAN IS CONTROLLING IN THE EVENT OF ANY INCONSISTENCY BETWEEN               
THE CONTENTS OF THE PLAN AND THE CONTENTS OF THIS DISCLOSURE                    
STATEMENT.                                                                      
A.   CLASSIFICATION AND TREATMENT OF CLAIMS UNDER THE PLAN.         
-----------------------------------------------------     
CLASS 1:  ADMINISTRATIVE CLAIMS.  The Class 1 Claims will 
-------------------------------                           
be all Claims which are Administrative Claims, including all                    
Professional Charges of Chapter 11 professionals.  The holder of                
every Class 1 Administrative Claim will                                         

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be paid fully and in cash on the Effective Date if the Claim is then an         
Allowed Claim, or fully and in cash (including any interest allowed by the      
Bankruptcy Court) when and if the Claim becomes an Allowed Claim after the      
Effective Date, or as otherwise agreed in writing by the holder of              
the Allowed Claim or ordered by the Bankruptcy Court.  Every                    
Allowed Class 1 Claim for an operating expense of the Debtor                    
incurred in the ordinary course of the Debtor's business will be                
paid fully and in cash in the ordinary course of such business.                 
The likely sources of the payments of all Allowed Class 1                       
Administrative Claims will be:  (a) AMERCO, as to Professional                  
Charges; and (b) the Debtor's post-petition income, as to all other             
Class 1 Administrative Claims.  Accordingly, Class 1 Administrative             
Claims are UNIMPAIRED pursuant to the Plan and Bankruptcy Code                  
----------                                                
(SECTION)1124, 11 U.S.C. (SECTION)1124.                                         
CLASS 2:  PRIORITY UNSECURED CLAIMS.  The Class 2 Claims  
-----------------------------------                       
will be all Claims which are Priority Unsecured Claims.  The likely             
sources of the payments of all such Allowed Claims, if there are                
any such Allowed Claims, will be the Debtor's post-petition income.             
The holder of every Class 2 Priority Unsecured Claim will be paid:              
(i) fully and in cash on the Effective Date if the Claim is then an             
Allowed Claim; (ii) fully and in cash (including any interest                   
allowed by the Bankruptcy Court) when and if the Claim becomes an               
Allowed Claim after the Effective Date; (iii) fully and in cash                 
(including any interest allowed by the Bankruptcy Court) with                   
respect to any Allowed Claim for unpaid taxes of the kind provided              
in Bankruptcy Code (SECTION)507(a)(8), 11 U.S.C. (SECTION)507(a)(8),            
provided, however, that as permitted by Bankruptcy Code (SECTION)1129(a)(9),    
-----------------------                                                         
11 U.S.C. (SECTION)1129(a)(9), any such Allowed Claim will be paid in deferred  
quarterly cash payments of principal and market rate interest                   
payable in arrears over a period of six (6) years from and after                
the date of assessment of such Claim; or (iv) as otherwise agreed               
in writing by the holder of the Allowed Claim or ordered by the                 
Bankruptcy Court.  Any disputes between the Debtor and the                      
Creditors holding Priority Unsecured Claims will be resolved by the             
Bankruptcy Court at, or in conjunction with, the Confirmation                   
Hearing.  The Debtor proposes eight percent (8%) per year as an                 
appropriate market rate of interest.  Accordingly, Class 2 Claims               
are UNIMPAIRED                                                                  
----------                                                              

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pursuant to the Plan and Bankruptcy Code (SECTION)1124, 11 U.S.C.               
(SECTION)1124.  The Debtor has scheduled $244,000 in unliquidated,              
contingent and disputed Unsecured Priority Claims.                              
CLASS 3:  STOCK TRANSFER CLAIMS.                          
-------------------------------                           
             CLASS 3A:  L.S. SHOEN AND/OR LSS, INC. STOCK TRANSFER CLAIMS.
            ------------------------------------------------------------
 The Class 3A Claims will be all Claims of L.S. Shoen and/or LSS, Inc.
which are Stock Transfer Claims.                                    
              CLASS 3B:  SAMUEL W. SHOEN AND/OR SAMWILL, INC. STOCK TRANSFER
              --------------------------------------------------------------
CLAIMS.  The Class 3B Claims will be all Claims of Samuel W. Shoen  
------                                                              
and/or SAMWILL, Inc. which are Stock Transfer Claims.               
             Class 3C:  MICHAEL L. SHOEN AND/OR MICKL, INC. STOCK TRANSFER
             -------------------------------------------------------------
CLAIMS.  The Class 3C Claims will be all Claims of Michael L. Shoen 
------                                                              
and/or MICKL, Inc. which are Stock Transfer Claims.                 
            CLASS 3D:  MARY ANNA EATON AND/OR MARAN, INS. STOCK TRANSFER
            ------------------------------------------------------------
CLAIMS.  The Class 3D Claims will be all Claims of Mary Anna Eaton  
------                                                              
and/or MARAN, Inc. which are Stock Transfer Claims.                 
           CLASS 3E:  CECILIA HANLON AND/OR CEMAR, INS. STOCK TRANSFER
           -----------------------------------------------------------
CLAIMS.  The Class 3E Claims will be all Claims of Cecilia Hanlon   
------                                                              
and/or CEMAR, Inc. which are Stock Transfer Claims.                 
             CLASS 3F:  THERESA ROMERO AND/OR THERMAR, INC. STOCK TRANSFER
             -------------------------------------------------------------
CLAIMS.  The Class 3F Claims will be all Claims of Theresa Romero   
------                                                              
and/or THERMAR, Inc. which are Stock Transfer Claims.               
               CLASS 3G:  KATRINA CARLSON AND/OR KATTYDID, INC. STOCK TRANSFER
               ---------------------------------------------------------------
CLAIMS.  The Class 3G Claims will be all Claims of Katrina Carlson  
------                                                              
and/or KATTYDID, Inc. which are Stock Transfer Claims.              
The description of the treatment of the Stock Transfer    
Claims and of the source of funding to satisfy the Stock Transfer               
Claims is set forth in detail in Exhibit "A" which is attached                  
hereto and by this reference incorporated herein.  The Class                    
3A - 3G Claims are IMPAIRED pursuant to the Plan.  The Class 3A - 3G            
--------                                  
Claims collectively, if allowed in full, are $461,838,000 plus interest         

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at the rate of ten percent (10%) per year from February 14, 1995 to the         
Petition Date and taxable costs.                                                
CLASS 4:   GENERAL UNSECURED CLAIMS.  The Class 4 Claims  
-----------------------------------                       
will be all Claims which are General Unsecured Claims.  Holders of              
Allowed Class 4 Claims will be paid in full, along with a market                
rate of interest, in three installments:  1) on the Effective Date;             
2) on or before the six (6) month anniversary of the Effective                  
Date; and 3) on or before the one (1) year anniversary of the                   
Effective Date.  These payments will be pro rata distributions and              
        --------
subject to reserves for Class 4 Claims which may be Disputed                    
Claims.  As an appropriate market rate of interest the Debtor has               
proposed eight percent (8%) per year; however, any dispute as to an             
appropriate market rate of interest will be resolved by the                     
Bankruptcy Court at, or in conjunction with, the Confirmation                   
Hearing.                                                                        
The likely source of the payments of the Allowed Class 4  
General Unsecured Claims will be the Debtor's post-petition income.             
The General Unsecured Claims which comprise the Class 4 Claims are              
IMPAIRED pursuant to the Plan.  The Debtor has scheduled                        
--------                                                                        
approximately $55,302 in unliquidated, contingent and disputed                  
Class 4 Claims.                                                                 
CLASS 5:  PUNITIVE DAMAGE CLAIMS.  Class 5 Claims will be 
--------------------------------                          
all Claims which comprise the Punitive Damage Claim.  The Punitive              
Damage Claim is a Disputed Claim and will be treated and paid (if,              
when, and to the extent it is an Allowed Claim) pursuant to Class               
5 under the Plan as follows:  on the Effective Date, and annually               
for ten years thereafter, the Debtor will pay into an Impoundment               
Trust money or property which will be sufficient to amortize and                
pay in full the Punitive Damages Claim, including a market-rate of              
interest (from the Effective Date), over a period of ten years.                 
Subject to such amortization, the entire unpaid balance, together               
with any unpaid interest, will be fully due and payable on the                  
tenth (10th) anniversary of the Effective Date.  When and if the                
Punitive Damage Claim becomes an Allowed Claim, the deposits in the             
Impoundment Trust (including any interest thereon) will be                      
disbursed pro rata to the Creditors holding the Punitive Damage                 
--------                                                    
Claim based upon their proportionate                                            

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interests in the Impoundment Trust.  Thereafter, if the Punitive Damage         
Claim has not been fully paid pursuant to the Plan, the payment to the holders  
of the Allowed Claim will be paid directly, and the Impoundment Trust will      
terminate.  If the Debtor has deposited property (as opposed to                 
money) into the Impoundment Trust, the Reorganized Debtor will have             
ninety (90) days after the Punitive Damage Claim becomes an Allowed             
Claim to sell, liquidate or otherwise dispose of such property and              
pay cash equal to the value of the property to the Impoundment                  
Trust prior to its distribution to the holders of Allowed Claims.               
The Debtor has proposed eight percent (8%) per year as an 
appropriate market interest rate for the Punitive Damage Claim;                 
however, any dispute regarding the appropriate market interest rate             
will be resolved by the Bankruptcy Court at, or in conjunction                  
with, the Confirmation Hearing.                                                 
The likely source of the payments of the Punitive Damage  
Claim will be the future income and property of the Debtor.  The                
Punitive Damage Claim which comprises the Class 6 Claim is IMPAIRED             
                                              --------
pursuant to the Plan.  The punitive damages awarded in the Arizona              
Litigation, which the Debtor scheduled in the amount of $7,000,000,             
are unliquidated, contingent and disputed Class 5 Claims.  The                  
Punitive Damage Claim is on appeal.                                             
CLASS 6:   SECURITIES LITIGATION CLAIMS.  The Class 6     
---------------------------------------                   
Claims will be all Claims which are Securities Litigation Claims.               
The Securities Litigation Claims, which are Disputed Claims, will               
be treated and paid (when, if, and to the extent that they are                  
Allowed Claims) pursuant to Class 6 of the Plan, are subject to                 
subordination pursuant to Bankruptcy Code (SECTION)510(b), 11 U.S.C.            
(SECTION)510(b), and will be subordinated to all other Claims for purposes      
of distribution under the Plan. The Securities Litigation Claims                
are Disputed Claims that were asserted subsequent to the jury's                 
verdict in the Arizona Litigation.  Specifically, certain holders               
of preferred stock in AMERCO (collectively, the "Nevada                         
Plaintiffs") filed four (4) separate lawsuits against AMERCO, the               
Debtor, and certain of the other Director Defendants in the United              
States District Court for the District of Nevada (collectively, the             
"Securities Litigation").  The Nevada Plaintiffs primarily seek                 
relief for alleged securities violations arising from                           

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the purchase and sale of AMERCO preferred stock.  One of the four (4)           
lawsuits comprising the Securities Litigation is a derivative action            
purportedly brought on behalf of AMERCO (the "Derivative Lawsuit")              
wherein the plaintiffs also sought an injunction in the Nevada                  
District Court (the "Injunction Proceedings") to prevent AMERCO                 
from indemnifying any of the Director Defendants from any liability             
arising from the Arizona Litigation.                                            
The Securities Litigation and the Injunction Proceedings  
were stayed by the filing of the Chapter 11 reorganization cases                
pursuant to 11 U.S.C. (SECTION)362(a); and the plaintiffs in the Derivative     
Lawsuit have agreed to stay the Injunction Proceedings pursuant to              
a standstill agreement with the Debtor and the other defendants.                
The Debtor believes that the claims asserted in the       
Securities Litigation are unfounded, disputes the Securities                    
Litigation Claims, and believes that there will be no recovery on               
the Securities Litigation Claims when and if those claims are                   
finally adjudicated.  As, when, and to the extent that a Securities             
Litigation Claim becomes an Allowed Claim, it will be treated and               
paid, with an allowed market rate of interest, over a period of ten             
(10) years.  The Debtor has proposed eight percent (8%) as an                   
appropriate market interest rate which, if there is a dispute, will             
be resolved by the Bankruptcy Court at, or in conjunction with, the             
Confirmation Hearing.                                                           
The likely source of the payments of the Securities       
Litigation Claim will be, to the extent that such Claim is not                  
satisfied through any right of contribution, reimbursement, or                  
payment by any other party or entity, the post-petition income and              
property of the Debtor.  The Securities Litigation Claims which                 
comprise the Class 6 Claim are IMPAIRED pursuant to the Plan.                   
--------          
CLASS 7:   STOCK TRANSFER JUDGMENT CODEBTOR CLAIMS.       
--------------------------------------------------        
Class 7 Stock Transfer Judgment Codebtor Claims will be all Claims              
against the Debtor which are asserted by the Creditor to arise from             
rights of contribution or reimbursement (including, but not limited             
to, subrogation rights) with respect to payment and/or settlement               
and satisfaction of the Stock Transfer Judgment.  In light of the               
treatment of the Stock Transfer Claims provided in the Plan, the                

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Debtor does not believe that there are (or will be) any Stock                   
Transfer Judgment Codebtor Claims which are (or will become)                    
Allowed Claims against the Debtor.  Such claims, if any, until                  
allowed, will be Disputed Claims, and no distributions of any kind              
will be made on account of any Stock Transfer Judgment Codebtor                 
Claims.                                                                         
As, when, and to the extent that the Stock Transfer       
Judgment Codebtor Claims become Allowed Claims, they will be                    
treated and paid in full, including any accrued interest thereon,               
in equal annual installments by the tenth (10th) anniversary of the             
Effective Date.  Subject to the above-stated amortization                       
provisions, the entire unpaid balance of all Stock Transfer                     
Judgment Codebtor Claims (if any) which become Allowed Claims,                  
including any unpaid interest, will be due and payable on the tenth             
(10th) anniversary of the Effective Date.                                       
The Stock Transfer Judgment Codebtor Claims (if allowed)  
will bear interest at a market rate of interest from and after the              
later of:  (i) the Effective Date; or (ii) the date on which the                
Claim becomes an Allowed Claim.  If there is any dispute between                
the Debtor and the Creditors holding such Claims regarding the                  
appropriate market interest rate, that dispute will be resolved by              
the Bankruptcy Court at, or in conjunction with, the Confirmation               
Hearing.  As an appropriate market interest rate, the Debtor                    
proposes eight percent (8%) per year.                                           
To the extent that any Allowed Stock Transfer Judgment    
Codebtor Claim is not satisfied by or through any rights to                     
contribution, reimbursement, or payment by any other individual or              
entity (all of which the Debtor and the Reorganized Debtor                      
expressly reserve), the likely source of the payments of any                    
Allowed Securities Litigation Claim will be the post-petition                   
income and property of the Reorganized Debtor.  The Stock Transfer              
Judgment Codebtor Claims which comprise the Class 7 Claims are                  
IMPAIRED pursuant to the Plan.                                                  
--------                                                                        
CLASS 8:   DEBTOR'S EQUITY INTEREST.  The Class 8 equity  
-----------------------------------                       
interest will be the equity interest of the Debtor, who is an                   
individual.  Subject to the provisions of the Plan providing for                
payment in full of the Creditors holding the Allowed Claims in                  
Classes 1 through 7, the Debtor will retain all of his equity                   

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interest which will revest in the Reorganized Debtor on the                     
Effective Date.  The Class 8 equity interest is or may be                       
UNIMPAIRED pursuant to the Plan.                                                
----------                                                                      
B.   SUMMARY OF OTHER PLAN PROVISIONS.                              
--------------------------------                          
 1.   TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.
     -----------------------------------------------------

Before the Confirmation Hearing, the Debtor will file one 
or more motions identifying the Executory Contracts which he                    
intends to assume as of the Confirmation Date and those which he                
intends to reject as of the Confirmation Date; and such motions and             
the Bankruptcy Court's orders thereon will be deemed incorporated               
in the Plan.  All Executory Contracts which are assumed will be                 
vested in the Reorganized Debtor as of the Effective Date.                      
2.   EFFECTIVE DATE OF THE PLAN.                          
--------------------------                      
The "Effective Date" of the Plan determines when the      
performance of many of the obligations under the Plan are due.  The             
Effective Date is defined in the Plan.  The Debtor expects that the             
Plan will be effective by the first Business Day (as defined                    
herein) after January 1, 1996 (although nothing in the Plan                     
prohibits an earlier or later Effective Date as the circumstances               
of the case may permit or require).  In light of the provisions                 
regarding the Shareholder Plaintiffs' Effective Date Payoff or the              
alternative discounted cash payments, the Plan will be                          
substantially consummated on the Effective Date.                                
3.   MEANS FOR IMPLEMENTATION OF THE PLAN.                
------------------------------------            
Whenever the Plan requires a payment (whether by payment  
of Cash or transfer of property) to be made, such payment will be               
deemed made and effective upon tender thereof by the Debtor or the              
Reorganized Debtor to the Creditor to which payment is due, or in               
the case of the Stock Transfer Trust, when the transfer by AMERCO               
of the Stock Transfer Trust Property is completed.  If any Creditor             
refuses a tender, the amount tendered and refused will be held by               
the Debtor, or the Reorganized Debtor, or the Stock Transfer Trust              
for the benefit of that Creditor pending final adjudication of the              
dispute.  However, when and if the dispute is finally adjudicated               
and the Creditor receives the funds or property previously tendered             
and refused, the Creditor will be obliged to apply the funds or                 

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property in accordance with the Plan as of the date of the tender;              
and while a dispute is pending and after adjudication thereof, the              
Creditor will not have the right to claim interest or other charges             
on account of the tendered amount or to exercise any other right                
which would be enforceable by the Creditor if the Debtor failed to              
pay the tendered payment, or make the tendered property transfer.               
4.   PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN.   
 -------------------------------------------------
No payments or other distributions will be made to        
Creditors unless and until their Claims are Allowed Claims.  Under              
the Plan, the Debtor or the Reorganized Debtor can object to the                
allowance of any Claim which is not already an Allowed Claim on the             
Confirmation Date.  If the Debtor objects to a Claim, the Claim                 
will be treated as a Disputed Claim until the objection has been                
settled or fully adjudicated, although the Bankruptcy Court may                 
estimate or temporarily allow the Disputed Claim (e.g., for                     
                        ----
purposes of voting).                                                            
5.   CLAIMS AGAINST THIRD PARTIES.                        
----------------------------                    
Under the Plan, the Debtor will retain any and all        
claims, actions, defenses, counterclaims, setoffs, and recoupments              
belonging to the Debtor or his Estate.  As such, the Debtor may                 
enforce, compromise, settle, release, or otherwise dispose of such              
rights and claims as he may deem appropriate in his considered                  
business judgment, including, without limitation, any and all                   
claims, actions, defenses, counterclaims, setoffs, and recoupments              
held by the Debtor or its Estate against:  (i) any other Person                 
against which the Debtor or the Reorganized Debtor may hold a                   
claim; and (ii) any governmental unit for tax protests and similar              
claims.  Notwithstanding the above-stated reservation of rights,                
and the powers to exercise those rights, and when and if requested              
by AMERCO, the Reorganized Debtor will transfer and assign to                   
AMERCO, wholly or in part, all rights of contribution or                        
reimbursement against other individuals or entities arising from or             
related to the Stock Transfer Judgment.  Such assigned rights will              
or may include, without limitation, all Claims (if any) of the                  
Debtor and the other Director Defendants against each other which               
otherwise would be (or might be) Stock Transfer Judgment Codebtor               
Claims and all similar rights and claims against Paul F. Shoen,                 

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provided, however, that any rights and claims against Paul F. Shoen             
-----------------------                                                         
first will be set off and recouped by the Debtor and the                        
Reorganized Debtor against any Stock Transfer Judgment Codebtor                 
Claim which that individual may assert.                                         
6.   MODIFICATION OF THE PLAN.                            
------------------------                        
The Debtor or the Reorganized Debtor may modify the Plan  
from time to time in accordance with, and pursuant to, Bankruptcy               
Code (SECTION)1127.                                                             
7.   DISCHARGE OF THE DEBTOR.                             
-----------------------                         
Unless otherwise expressly stated in the Plan,            
distributions to holders of Claims under the Plan are in full                   
discharge and satisfaction of those Claims against the Debtor.                  
Moreover, on the Effective Date of the Plan, all Claims against the             
Debtor which arose prior to the entry of the Confirmation Order                 
will be discharged pursuant to Bankruptcy Code (SECTION)1141(d).                
Accordingly, except for performance of the Plan, holders of Claims              
cannot assert any further Claims against the Debtor based on any                
such discharged Claims and any rights, remedies, demands, damages,              
or liabilities of any kind arising from or related to any such                  
discharged Claims.                                                              
8.   RETENTION OF JURISDICTION.                           
-------------------------                       
The Plan provides that the Bankruptcy Court will (or may) 
retain jurisdiction over certain matters, including, without                    
limitation:  (i) determining the allowance and payment of Claims;               
(ii) determining any disputes regarding the interpretation of any               
provision of the Plan; (iii) enforcing any provision of the Plan;               
(iv) adjudicating any causes of action or other proceedings pending             
in the Bankruptcy Court or otherwise referenced in the Plan;                    
(v) entering a final decree; (vi) implementing and enforcing the                
Confirmation Order; (vii) determining any motions regarding                     
assumption or rejection of Executory Contracts, including unexpired             
leases; and (viii) hearing and adjudicating any motions, adversary              
actions, contested matters or disputes regarding the organization               
of, the funding of, or the settlement of, the Stock Transfer Trust,             
if the Debtor is a party or real party-in-interest to the dispute.              

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9.   VESTING.                                             
-------                                         
As of the Effective Date, the Reorganized Debtor will be  
vested with all property of the Debtor and its Estate, free and                 
clear of all Claims, liens, security interests, assignments,                    
encumbrances, charges, and other interests of Creditors (except                 
those Creditors whose Claims have been restructured and/or whose                
liens survive as provided in the Plan, and except where the                     
Bankruptcy Court has retained jurisdiction regarding any specified              
matter).  After the Effective Date, the Reorganized Debtor will be              
free of any restrictions imposed by the Bankruptcy Code.                        
10.  SUCCESSORS AND ASSIGNS.                              
----------------------                          
The rights and obligations of any holder of a Claim       
referred to in the Plan will bind and inure to the benefit of that              
holder's successors, assigns, heirs, devisees, executors, and                   
personal representatives.                                                       
11.  PREFERENCE ANALYSIS.                                 
-------------------                             
The Debtor does not believe that there are any            
transactions subject to recovery or avoidance as preferences                    
pursuant to Bankruptcy Code (SECTION)547.  Furthermore, the Debtor              
does not                                                                        
believe that there have been any transactions between the Debtor                
and his insiders within one (1) year before the Petition Date in                
which any insider has received any avoidable transfer from the                  
Debtor.                                                                         
X.    CERTAIN INCOME TAX CONSEQUENCES.                                          
-------------------------------                                     
Under the Internal Revenue Code of 1986, as amended (the  
"Code"), there may be federal income tax issues arising under the               
Plan described in this Disclosure Statement.  It is not practicable             
to present a detailed explanation of the possible federal income                
tax ramifications of the Plan, particularly in light of differences             
in the nature of the Claims of various Creditors, their methods of              
tax accounting, and prior actions taken by Creditors with respect               
to their Claims.  The federal income tax consequences to any                    
particular Creditor may be affected by special considerations                   
unique to that Creditor and certain types of Creditors may be                   
subject to special tax rules.                                                   
THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES   
OF THE PLAN ARE COMPLEX AND, IN MANY AREAS, UNCERTAIN.                          

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ACCORDINGLY, ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR TAX               
ADVISORS WITH SPECIFIC REFERENCE TO THE FEDERAL, STATE, AND LOCAL               
TAX CONSEQUENCES OF THE PLAN WITH RESPECT TO SUCH HOLDER.  NEITHER              
THE DEBTOR NOR THE DEBTOR'S COUNSEL MAKES ANY REPRESENTATIONS                   
REGARDING THE PARTICULAR TAX CONSEQUENCES OF CONFIRMATION AND                   
CONSUMMATION OF THE PLAN AS TO ANY CREDITOR.                                    
XI.     INTEREST RATE ANALYSIS.                                                 
----------------------                                          
The Debtor believes that, wherever the Plan provides for  
post-Effective Date interest payments to the various Classes of                 
Creditors (other than interest payments which the Shareholder                   
Plaintiffs may receive from the Stock Transfer Trust Property), the             
Debtor has proposed appropriate market interest rates.  Since the               
Shareholder Plaintiffs (whether they are beneficiaries of the Stock             
Transfer Trust or accept the Creditor Settlement Option) are not                
receiving deferred payments pursuant to the Plan, this discussion               
of interest rates does not apply to such Shareholder Plaintiffs.                
Moreover, the interest rates proposed by the Debtor in the Plan are             
offered rates.  If there is a dispute regarding whether any                     
interest rate proposed by the Debtor is an appropriate market                   
interest rate, the final determination will be made by the                      
Bankruptcy Court at or in conjunction with the Confirmation                     
Hearing; and the Reorganized Debtor will pay what the Bankruptcy                
Court determines to be the market interest rate(s).                             
Accordingly, the Debtor has proposed eight percent (8%)   
per year as the appropriate market interest rate for the Class 2                
Priority Unsecured Claims; the Class 4 General Unsecured Claims;                
the Class 5 Punitive Damage Claim; the Class 6 Securities                       
Litigation Claims; and the Class 7 Stock Transfer Judgment Codebtor             
Claims.  The Debtor considers that proposed interest rate to be                 
commensurate with the legitimate expectations of unsecured                      
Creditors regarding payment of their Claims, the general market                 
conditions bearing on claims of this type, and the present value                
thereof on the Effective Date.                                                  
XII.  CONFIRMATION OF THE PLAN.                                                 
------------------------                                            
A.   CONFIRMATION HEARING.                                          
--------------------                                      
  Pursuant to Bankruptcy Code (SECTION)1128(a), the Bankruptcy
Court will hold a hearing regarding confirmation of the Plan at the             

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time and place determined by the Bankruptcy Court with notice to                
all Creditors, the Debtor and other interested parties.                         
B.   OBJECTIONS TO CONFIRMATION OF THE PLAN.                        
--------------------------------------                    
 Bankruptcy Code (SECTION)1128(b) provides that any party in
interest may object to confirmation of a plan.  Any objection(s) to             
confirmation of the Plan must be in writing; must state with                    
specificity the grounds for any such objections; and must be filed              
with the Bankruptcy Court and served upon the following parties so              
as to be received on or before the time fixed by the Bankruptcy Court:          
Debtor:         STREICH LANG, P.A.                                              
One Renaissance                                 
Two North Central Avenue                        
Phoenix, Arizona  85004-2391                    
Telefax Number:  602-229-5690                   
Attention:  Ronald E. Reinsel, Esq.             

United States                                                                   
Trustee:        OFFICE OF THE UNITED STATES TRUSTEE                             
Department of Justice                           
Adrianne Kalyna, Esq.                           
320 North Central Avenue, Suite 100             
Phoenix, Arizona  85004-2196                    

C.   REQUIREMENTS FOR CONFIRMATION OF THE PLAN.                     
-----------------------------------------                 
For the Plan to be confirmed, the Plan must satisfy the   
requirements stated in Bankruptcy Code (SECTION)1129.  In this regard, the      
Plan must satisfy, among other things, the following requirements:              
1.   BEST INTERESTS OF CREDITORS AND LIQUIDATION ANALYSIS.
    ----------------------------------------------------

      Pursuant to Bankruptcy Code (SECTION)1129(a)(7), for the Plan to
be confirmed, it must provide that Creditors will receive at least              
as much under the Plan as they would receive in a liquidation of                
the Debtor under Chapter 7 of the Bankruptcy Code.  Because all                 
Creditors will have their Allowed Claims satisfied in full pursuant             
to the Plan (together with appropriate market rates of interest                 
from and after the Effective Date or the date of allowance), the                
Debtor believes that the distributions to Creditors under the Plan              
will exceed the recoveries which Creditors would receive in a                   
Chapter 7 liquidation of the Debtor and its Estate.                             

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The Debtor is insolvent, and the Debtor will fund         
payments under the Plan (other than payments to the Shareholder                 
Plaintiffs pursuant to the Stock Transfer Judgment) not only by                 
selling or transferring assets of the Debtor or the Estate, but                 
also by making payments from post-petition income.  The Debtor's                
post-petition income would not be available to pay Allowed Claims               
in a Chapter 7 liquidation of the Debtor's Estate.  In addition,                
Creditors holding General Unsecured Claims would not receive                    
interest on those Claims in a Chapter 7 liquidation.  Thus,                     
Creditors with General Unsecured Claims will receive more under the             
Debtor's Plan than they would in a Chapter 7 liquidation.                       
There is no guarantee that AMERCO would or could          
indemnify the Debtor and the other Director Defendants for the                  
Stock Transfer Judgment in a Chapter 7 case.  In light of facts and             
circumstances discussed in preceding sections of this Disclosure                
Statement, enforcement of any such indemnification rights against               
AMERCO by a Chapter 7 Trustee is questionable.  Without AMERCO's                
cooperation and agreement to fund the treatment of the Stock                    
Transfer Claim through the Director Defendants' Chapter 11                      
reorganization cases, a Chapter 7 Trustee would not be able to                  
satisfy the Stock Transfer Judgment in a Chapter 7 liquidation.                 
Thus, the Shareholder Plaintiffs will receive more through the                  
Debtor's Plan than they would in a Chapter 7 liquidation.                       
Based on the above analysis, the Debtor asserts that the  
Plan provides an equal or better return to Creditors than they                  
could otherwise receive under Chapter 7 and, thus, the "best                    
interests of creditors" test has been satisfied.  Notwithstanding               
the Debtor's belief that the Plan provides an equal or better                   
return to Creditors than they could otherwise receive under                     
Chapter 7, there is no assurance that the Bankruptcy Court will                 
conclude that the "best interests of creditors" test has been met.              
The test will be the subject of evidence presented in conjunction               
with the Confirmation Hearing.                                                  
2.   FEASIBILITY.                                         
-----------                                     
    Bankruptcy Code (SECTION)1129(a)(11) includes what is commonly
described as the "feasibility" standard.  When the feasibility                  
standard applies, it requires that confirmation of a plan will not              
be followed by liquidation or the need for further financial                    

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reorganization unless the plan provides for that alternative.  The              
Debtor believes that his Plan satisfies the feasibility                         
requirements of Bankruptcy Code (SECTION)1129(a)(11).  As discussed in          
detail in Exhibit "A", AMERCO is funding the satisfaction of the                
Stock Transfer Judgment.  In addition, the Debtor has a                         
demonstrated and steady source of post-petition income with which               
to fund the other payments required under the Plan.                             
3.   ACCEPTING IMPAIRED CLASS.                            
------------------------                        
For the Plan to be confirmed, the Plan must be accepted   
by at least one impaired Class of Claims.  For an impaired Class of             
Claims to accept the Plan, votes representing at least two-thirds               
(2/3) in amount and a majority in number of the Allowed Claims                  
voted in that Class must be cast for acceptance of the Plan (not                
including the votes of insiders of the Debtor).                                 
D.   CONFIRMATION OVER DISSENTING CLASS (CRAM DOWN).                
----------------------------------------------            
Even if an impaired Class of Claims does not accept the   
Plan, the Bankruptcy Court nevertheless may confirm the Plan at the             
Debtor's request.  Bankruptcy Code (SECTION)1129(b) provides that if all        
other requirements of Bankruptcy Code (SECTION)1129(a) are satisfied and if     
the Bankruptcy Court finds that:  (i) the Plan does not                         
discriminate unfairly; and (ii) the Plan is fair and equitable with             
respect to the rejecting Class(es) of Claims which are impaired                 
under the Plan, the Bankruptcy Court may confirm the Plan despite               
the rejection of the Plan by a dissenting impaired Class.                       
1.   NO UNFAIR DISCRIMINATION.                            
------------------------                        
A plan of reorganization "does not discriminate unfairly" 
if:  (i) the legal rights of a non-accepting class are treated in               
a manner that is consistent with the treatment of other classes                 
whose legal rights are related to those of the non-accepting class;             
and (ii) no class receives payments in excess of those which it is              
legally entitled to receive on account of its Claims.  The Debtor               
asserts that under the Plan:  (a) all Classes of impaired Claims                
are being treated in a manner which is consistent with the                      
treatment of other similar Classes of Claims; and (b) no Class of               
Claims will receive payments or property with an aggregate value                
greater than the sum of the Allowed Claims in the Class.                        

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The Debtor believes that the Plan does not discriminate unfairly as to          
any impaired Class of Claims.                                                   
2.   FAIR AND EQUITABLE.                                        
------------------                                    
The Bankruptcy Code establishes different "fair and       
equitable" tests for Secured Creditors and Unsecured Creditors, as              
follows:                                                                        
a.    SECURED CREDITORS.                        
-----------------                   
Either:  (i) each impaired Secured Creditor retains its   
lien and receives deferred cash payments having a present value                 
equal to the amount of its Allowed Secured Claim; (ii) each                     
impaired Secured Creditor realizes the "indubitable equivalent" of              
its Allowed Secured Claim; or (iii) the property securing the Claim             
is sold free and clear of liens (subject to Bankruptcy Code (SECTION)363(k)     
credit bidding rights) with such liens attaching to the sale                    
proceeds, and those liens are treated in accordance with clause (i)             
or (ii) of this subsection.                                                     
b.    UNSECURED CREDITORS.                      
-------------------                 
Either:  (i) each impaired Unsecured Creditor receives or 
retains under the Plan property of a value equal to the amount of               
its Allowed Claim as of the Effective Date; or (ii) the holders of              
Claims which are junior to the Claims of the non-accepting Class do             
not receive any property under the Plan on account of such Claims               
and (except as may be permitted by the new value corollary to the               
absolute priority rule).                                                        
Since the Plan provides for payment and satisfaction in   
full of all Allowed Claims, the new value corollary to the absolute             
priority rule does not apply in this Reorganization Case.  The                  
Debtor believes that the Plan satisfies the "fair and equitable"                
test with respect to all impaired Classes.                                      
The Debtor has requested, if necessary, confirmation of   
the Plan pursuant to Bankruptcy Code (SECTION)1129(b) with respect to any       
impaired Class of Claims which does not vote to accept the Plan.                
The Debtor believes that the Plan satisfies all of the statutory                
requirements for confirmation as discussed above; that the Debtor               
has complied or will have complied with all the statutory                       
requirements for confirmation of the Plan; and that the Plan is                 
proposed in good faith.  At the hearing on confirmation of the                  

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Plan, the Bankruptcy Court will determine whether the Plan                      
satisfies the statutory requirements for confirmation of the Plan.              
XIII.      ALTERNATIVES TO THE PLAN.                                            
------------------------                                  
The Debtor believes that the Plan and the debt            
restructures contemplated therein will enable the Debtor to                     
reorganize successfully.  In the course of his Chapter 11 case, the             
Debtor has considered alternatives to the Plan, including                       
liquidation under Chapter 7 of the Bankruptcy Code.  Under                      
Chapter 7, a trustee would sell the assets of the Estate (or                    
Secured Creditors would foreclose).  The trustee would be entitled              
to administrative fees of up to three percent (3%) of the sales                 
proceeds (in addition to paying standard commissions, closing                   
costs, and other expenses).  The Debtor believes that the Plan                  
provides the greatest possible recovery to all Creditors.                       
Accordingly, the Debtor believes that the Plan, as described                    
herein, enables all Creditors to receive the most value under the               
circumstances.                                                                  

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XIV. RECOMMENDATION AND CONCLUSION.                                             
-----------------------------                                         
The Debtor recommends that all Creditors which are        
entitled to vote on the Plan should vote to accept the Plan.                    
DATED this 25th day of April, 1995.                       

   /S/ EDWARD J. SHOEN
                  ----------------------------------
EDWARD J. SHOEN 

PREPARED AND SUBMITTED BY:                                                      

STREICH LANG                                                                    
A Professional Association                                                      
One Renaissance                                                                 
Two North Central Avenue                                                        
Phoenix, Arizona  85004-2391                                                    
(602) 229-5200                                                                  

By /S/ JOHN J. DAWSON                                                           
-----------------------------                                             
John J. Dawson                                                      
Susan G. Boswell                                                    
Ronald E. Reinsel                                                   

Attorneys for EDWARD J. SHOEN, Debtor and Debtor-In-Possession                  

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EXHIBIT "A"         
----------          

SUMMARY OF PLAN PROVISIONS REGARDING THE          
CLASS 3A, 3B, 3C, 3D, 3E, 3F AND 3G CLAIMS          

A.   OVERVIEW OF PLAN TREATMENT OF CLASS 3A, 3B, 3C, 3D,3E,         
------------------------------------------------------    
3F AND 3G CLAIMS.                                         
----------------                                          

The Class 3A, 3B, 3C, 3D, 3E, 3F and 3G Claims consist    
of the Claims held by the Shareholder Plaintiffs as a result of                 
the Stock Transfer Judgment (the "Stock Transfer Claims").  The                 
Director Defendants, including the Debtor, were defendants in the               
Arizona Litigation which resulted in the Stock Transfer Judgment.               
The Stock Transfer Judgment provides for a judicially ordered                   
sale of the Shareholder Plaintiffs' AMERCO common stock.                        
Specifically, the Stock Transfer Judgment requires the Director                 
Defendants, jointly and severally, to pay the monetary                          
obligations of the Stock Transfer Judgment in the total principal               
amount of $461,838,000, plus accrued interest and taxable costs,                
as allocated to each of the Shareholder Plaintiffs, according to                
each of their proportionate stock interests.  In turn, the Stock                
Transfer Judgment requires each of the Shareholder Plaintiffs to                
transfer their AMERCO common stock to the Director Defendants or                
their designees.                                                                
The Stock Transfer Claims are Disputed Claims with        
respect to the monetary obligations due pursuant to the Stock                   
Transfer Judgment.  The Debtor has, among other remedies,                       
unexpired rights to appeal the Stock Transfer Judgment Amount.                  
The Director Defendants hold indemnification claims       
against AMERCO; and the Debtor has preserved and scheduled those                
indemnification claims in his Reorganization Case.  At the same                 
time, the Debtor and the other Director Defendants have not                     
attempted to make demand upon and prosecute their indemnification               
claims because:  (i) they believe that the enforcement of such                  
indemnification claims against AMERCO would probably require                    
protracted and expensive litigation against AMERCO and against                  
other parties such as various other AMERCO stockholders who would               
try to prevent AMERCO from performing its indemnification                       
agreements with the Director Defendants; (ii) the eventual                      
outcome of such litigation is uncertain; and (iii) they believe                 
the ultimate collectability of any indemnification judgment, if                 
and when obtained, is uncertain.                                                

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Pursuant to AMERCO's corporate by-laws, AMERCO has        
certain rights of first refusal with the respect to sales of the                
Shareholder Plaintiffs' common stock in AMERCO and the purchase                 
of that stock by the Director Defendants or certain other                       
parties.  Moreover, the Director Defendants' rights to purchase                 
the Shareholder Plaintiffs' AMERCO common stock pursuant to the                 
Stock Transfer Judgment may present a corporate opportunity which               
AMERCO is entitled to exercise.                                                 
Therefore, in the context of the facts and                
circumstances described above, the Debtor, in cooperation with                  
AMERCO,<F9> has proposed the following funding and treatment of the             
Shareholder Plaintiffs' Disputed Claims under the Stock Transfer                
Judgment in the Plan:                                                           
1.   In full settlement and satisfaction of the           
Shareholder Plaintiffs' Disputed Claims, on the Effective Date                  
the Debtors will transfer (or cause to be transferred) to the                   
Shareholder Plaintiffs (pursuant to the Stock Transfer Trust)                   
property having a stipulated or adjudicated value of the full                   
amount which the Shareholder Plaintiffs are entitled to recover                 
from the insolvent estate of the Debtor on account of the                       
Shareholder Plaintiffs' Disputed Claims.  Specifically, the                     
stipulated or adjudicated value of the property transferred will                
be $461,838,000, plus interest thereon at the rate of ten percent               
(10%) per annum from February 14, 1995, to and including the                    
Petition Date,<F10> plus any taxable costs awarded in the Arizona               
Litigation (the "Shareholder Plaintiffs' Effective Date Payoff").               
2.   Alternatively, and in lieu of their respective       
proportionate shares of the property comprising the Shareholder                 
Plaintiffs' Effective Date Payoff, each of the Shareholder                      
Plaintiffs may elect to participate in the Accepting Creditor                   
Settlement and receive the discounted cash payments in full                     
settlement and satisfaction of their respective Disputed Claims.                

-------------------------                                                       
<F9>    In this context (i.e., funding of the Plan), the defined term           
----                          
"AMERCO" also includes involved subsidiaries and affiliates of AMERCO.          

<F10>    The amount stated as the stipulated or adjudicated value does not      
take into account any reduction in the value of the property to be transferred  
to the Stock Transfer Trust in the event any Shareholder Plaintiff elects to    
participate in the Accepting Creditor Settlement discussed below.               

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In order to effect the Shareholder Plaintiffs'                  
Effective Date Payoff, on the Effective Date AMERCO will transfer               
into a non-business trust (the "Stock Transfer Trust") property                 
which has a stipulated or adjudicated value equal to the allowed                
amount of the Stock Transfer Judgment.  In the event of any                     
dispute concerning the value or composition of the Stock Transfer               
Trust Property or any other related matter, the dispute will be                 
resolved by the Bankruptcy Court at, or in conjunction with, the                
Confirmation Hearing and the Court will have and retain                         
jurisdiction to address any such matters after the Confirmation                 
Date.  In particular, but without limitation, the Bankruptcy                    
Court will have and retain jurisdiction (if the Debtor and the                  
Shareholder Plaintiffs cannot agree on the value of the                         
transferred property) to adjudicate the value of the Stock                      
Transfer Trust Property in order to ensure that, as of the                      
Effective Date, the Shareholder Plaintiffs participating in the                 
Stock Transfer Trust will receive their proportionate shares of                 
the Shareholder Plaintiffs' Effective Date Payoff.                              
The sole beneficiaries of the Stock Transfer Trust will   
be the Shareholder Plaintiffs, who (i) have not elected the                     
Accepting Creditor Settlement; and (ii) who are obligated                       
pursuant to the Stock Transfer Judgment (and who will be                        
obligated pursuant to the provisions of the Plan) to transfer                   
their shares of stock upon funding of the Stock Transfer Trust to               
an entity which will be designated prior to the Effective Date.<F11>            
The Stock Transfer Claims will therefore be satisfied in full on                
the Effective Date by each Shareholder Plaintiff who has not                    
elected the Accepting Creditor Settlement receiving a proportionate,            
undivided beneficial interest in the Stock Transfer Trust.  The                 
specifics of the funding and administration of the Stock Transfer Trust         
are set forth in more detail below.                                             
B.   ORGANIZATION OF THE STOCK TRANSFER TRUST.                      
----------------------------------------                  
The Stock Transfer Trust will be established as a non-    
business trust.  The trust agreement will be prepared by the                    
Debtor and/or AMERCO and a copy will be provided to the                         
Shareholder Plaintiffs no less than forty-five (45) days prior to               
the Confirmation Hearing.  Any disputes regarding the terms of                  

-------------------------                                                       
<F11>    The Stock Transfer Judgment obligates the Shareholder Plaintiffs' to   
transfer their AMERCO common stock to the Director Defendants or their designee 
                                                             -----------------
upon tender of the purchase price of the stock.                                 

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the trust instrument which are not otherwise resolved by                        
agreement of the parties will be resolved by the Bankruptcy Court               
at, or in conjunction with, the Confirmation Hearing.  The Debtor               
or the Reorganized Debtor, with the consent of AMERCO, will                     
nominate a Trustee to hold legal title to the property which is                 
the subject of the Stock Transfer Trust (collectively, the "Stock               
Transfer Trust Property") and administer the trust (the "Stock                  
Transfer Trustee").  The Stock Transfer Trustee will be an                      
institutional or corporate trustee in good standing, licensed and               
bonded under the laws of the state in which the Stock Transfer                  
Trustee has its principal place of business and authorized to act               
as a trustee of trusts of a type similar to the Stock Transfer                  
Trust.  The Bankruptcy Court will confirm the appointment of the                
nominated Stock Transfer Trustee, or confirm such other Stock                   
Transfer Trustee as the Bankruptcy Court determines should act in               
the event the Court does not approve the Stock Transfer Trustee                 
which is nominated by the Debtor or the Reorganized Debtor with                 
the consent of AMERCO.  The Stock Transfer Trustee will be                      
entitled to compensation based upon the fees it customarily                     
charges for administering trusts of a kind similar to the Stock                 
Transfer Trust.  Any such fees and other costs of administration                
of the Stock Transfer Trust will be a charge against the Stock                  
Transfer Trust Property and will be paid prior to any                           
distribution to the Shareholder Plaintiffs who are beneficiaries                
of the Stock Transfer Trust.  Any dispute over the fees and other               
costs to be charged by the Stock Transfer Trustee will be                       
resolved by the Bankruptcy Court as part of the confirmation                    
process.                                                                        
Each Shareholder Plaintiff's fractional, undivided        
beneficial interest in the Stock Transfer Trust will be                         
determined by dividing the number of shares of the common stock                 
of AMERCO owned by that particular Shareholder Plaintiff (and                   
which is to be transferred to AMERCO pursuant to the Plan) by the               
total number of shares of the common stock of AMERCO owned by all               
of the Shareholder Plaintiffs who are also beneficiaries of the                 
Stock Transfer Trust on the Effective Date.  Each Shareholder                   
Plaintiff will, on the Effective Date, be issued a trust                        
certificate equal to the proportionate interest of each such                    
Shareholder Plaintiff as determined pursuant to the above                       
formula.  Upon receiving the trust certificate issued by the                    
Stock Transfer Trustee, each Creditor holding a Stock Transfer                  
Claim will transfer all of such Creditor's                                      

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AMERCO common stock to the designated recipient of that stock as                
specified and/or approved in writing by AMERCO.                                 
The trust certificates issued to the Creditors holding    
Stock Transfer Claims will be freely transferable and the holders               
thereof and/or their successors-in-interest will have the right                 
to direct the Stock Transfer Trustee to sell or otherwise                       
liquidate such trust certificate holder's proportionate interests               
in the Stock Transfer Trust and to distribute such proceeds                     
(valued as of the date of such disposition) to the trust                        
certificate holders.                                                            
Each trust certificate holder will have a trust account   
corresponding to that trust certificate holder's proportionate                  
interest in the Stock Transfer Trust.  All net income and                       
proceeds received by the Stock Transfer Trustee with respect to                 
the Stock Transfer Trust Property will be deposited in the trust                
accounts and thereafter disbursed on a monthly basis to the                     
holders of the trust certificates in accordance with each trust                 
certificate holder's percentage interest in the Stock Transfer                  
Trust.                                                                          
C.   FUNDING OF THE STOCK TRANSFER TRUST.                           
-----------------------------------                       
On the Effective Date, AMERCO will transfer property      
having an adjudicated or stipulated value on the Effective Date                 
equal to the total amount of the Allowed Claims of the                          
Shareholder Plaintiffs who are beneficiaries of the Stock                       
Transfer Trust.<F12>  The Stock Transfer Trust Property will consist            
of a combination of four categories of property:  (1) preferred                 
stock in AMERCO; (2) a Class C Pass-Through Certificate in                      
Storage Trust 1993-1 Commercial Asset Trust Pass-Through                        
Certificate discussed in more detail below; (3) certain mortgage                
notes and the rights to receive payments thereon, secured by                    
first-lien position interests in income producing real properties               
upon which self-storage businesses, among other things, are                     
operated; and (iv) certain real property assets.  AMERCO reserves               
the sole right to alter the respective amounts of the three types               
of assets to be transferred to the Stock Transfer Trust, so long                
as the property transferred into the Stock Transfer Trust is                    
marketable, and the total value of the Stock Transfer Property is               
at least equal to the total amount of the Allowed Claims held by                

-------------------------                                                       
<F12>    For example, if none of the Shareholder Plaintiffs elect the Accepting 
Creditor Settlement, the Stock Transfer Claim, if allowed in full, would be     
$461,838,000.00 plus interest from February 14, 1995, to the Petition           
Date, plus taxable costs.                                                       

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Shareholder Plaintiffs who are beneficiaries of the Stock                       
Transfer Trust, as determined by the Bankruptcy Court.  By way of               
illustration, and subject to the foregoing reservation, the                     
Debtor anticipates that AMERCO will fund the Stock Transfer Trust               
with approximately $300 million in preferred stock; the Class C                 
certificate having a value of approximately $11 million; a number               
of mortgage notes having a total value of approximately $100                    
million; and one or more parcels of unencumbered real property                  
having a total value of approximately $50 million.                              
In the event a determination is made by the Bankruptcy    
Court that the Stock Transfer Trust Property proposed by the                    
Debtor is not equal to the Allowed Claims of the Shareholder                    
Plaintiffs who are beneficiaries of the Stock Transfer Trust as                 
of the Effective Date, the Debtor and/or AMERCO will transfer so                
much additional property of a type and nature described herein                  
into the Stock Transfer Trust as is necessary to equal the total                
amount of the Allowed Claims of the Shareholder Plaintiffs who                  
are beneficiaries of the Stock Transfer Trust.  Similarly, if the               
Bankruptcy Court determines that the Stock Transfer Property                    
proposed by the Debtor has a value which exceeds the value of the               
Allowed Claims of the Shareholder Plaintiffs, AMERCO will only                  
transfer so much of the property listed below as is necessary to                
satisfy in full the Allowed Claims of the Shareholder Plaintiffs                
who are beneficiaries of the Stock Transfer Trust.                              
1.   INFORMATION REGARDING THE PREFERRED STOCK.           
-----------------------------------------       
AMERCO, or one of its subsidiaries, will issue new,       
Series "B" preferred stock (the "Preferred Stock") to the Stock                 
Transfer Trust.  The Preferred Stock will be non-voting and                     
cumulative.  The terms of the Preferred Stock will allow                        
redemption by AMERCO (or the issuer if the issuer is not AMERCO)                
at regular intervals.  The stated yield will be 7-1/2% per annum.               
The Preferred Stock will be registered and will be immediately                  
marketable as of the Effective Date.  If there is any dispute                   
regarding the value of the Preferred Stock which is not resolved                
prior to the Confirmation Hearing, the value of the Preferred                   
Stock will be determined as part of the confirmation process.                   
The prospectus pertaining to the Preferred Stock will     
be available for review at the offices of Streich Lang, P.A., at                
One Renaissance, Two North Central Avenue, Phoenix, Arizona                     
85004-2391.  In addition, a copy of the prospectus will be                      

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provided to each Shareholder Plaintiff in conjunction with the                  
confirmation process at least forty-five (45) days prior to the                 
Confirmation Hearing.                                                           
2.   INFORMATION REGARDING THE CLASS C CERTIFICATE.       
---------------------------------------------   
AMERCO holds a Class C Pass-Through Certificate of the    
U-Haul Self-Storage Corporation, Storage Trust 1993-1 Commercial                
Mortgage Asset Pass-Through Certificate (the "1993 REMIC                        
Certificate"), with a face value of $11,518,452.00, plus accrued                
interest as of the Effective Date.  The 1993 REMIC Certificate                  
results from a 1993 securitization of a pool of 61 fixed and                    
adjustable rate commercial mortgage loans which are secured by                  
mortgages or deeds of trust on 60 self-storage properties.  The                 
1993 REMIC Certificate represents a beneficial interest in the                  
Class C Interest, which is a "regular interest" in a "real estate               
mortgage investment conduit," as those terms are defined,                       
respectively, in Sections 860G and 860D of the Internal Revenue                 
Code of 1986, as amended.                                                       
The 1993 REMIC Certificate bears interest at a rate of    
9.15 percent per annum.  Pursuant to an Agreement which governs                 
the operation of the trust which holds the pool of mortgage                     
loans, this interest is paid to the holder of the 1993 REMIC                    
Certificate monthly and principal payments are made on a                        
quarterly basis.                                                                
If there is any dispute regarding the value of the 1993   
REMIC Certificate which is not resolved prior to the Confirmation               
Hearing (or the Effective Date), the value of the 1993 REMIC                    
Certificate will be determined as part of the confirmation                      
process.                                                                        
A copy of the 1993 REMIC Certificate is attached hereto   
as Schedule "1," and by this reference is hereby incorporated                   
herein.  Copies of other documents relating to the 1993 REMIC                   
Certificate, such as the Agreement, are available in the offices                
of Streich Lang, P.A., counsel to the Debtor, at One Renaissance,               
Two North Central Avenue, Phoenix, Arizona 85004-2391.  Any                     
person desiring more information may either contact Ronald E.                   
Reinsel, Esq., counsel for the Debtor at (602) 229-5200, or may                 
review these documents during normal business hours at the                      
address set forth above.                                                        
3.   INFORMATION REGARDING THE MORTGAGE LOANS.            
----------------------------------------        
a.    OVERVIEW OF THE MORTGAGE LOANS.           
------------------------------      

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Through various means, AMERCO and one or more of its      
subsidiaries as well as two corporations which are affiliates of                
AMERCO have acquired (or will acquire) fee ownership of a number                
of income-producing properties throughout the United States, all                
of which consist of existing and operating self-storage                         
facilities (the "Properties").  The affiliates of AMERCO who own                
fee title to substantially all of the Properties are SAC Self                   
Storage Corporation ("SAC") and Two SAC Self Storage Corporation                
("Two SAC").  In addition, AMERCO and/or its affiliates or                      
subsidiaries are continuing to construct or acquire additional                  
such Properties.  Each of the Properties held by SAC and Two SAC,               
or acquired by SAC and Two SAC, is (or will be) subject to first-               
position notes and mortgages (the "Mortgage Loans").  The                       
Mortgage Loans and the rights to receive payments thereunder,                   
together with the first-lien interests which secure the Mortgage                
Loans, in amounts to be determined by the Debtor or the                         
Reorganized Debtor with the consent of AMERCO prior to or in                    
conjunction with the confirmation process, will be transferred                  
into the Stock Transfer Trust pursuant to the Plan.  In addition,               
the property and rights transferred to the Stock Transfer Trust                 
will consist of rights under certain insurance policies with                    
respect to the Properties and the proceeds thereof, all amounts                 
on deposit in any pooled accounts representing proceeds of the                  
Mortgage Loans for the benefit of the holder thereof,                           
condemnation proceeds received with respect to any one or more of               
the Properties, and all proceeds of the foregoing.  The                         
Properties will continue to be managed by U-Haul or a subsidiary                
of U-Haul pursuant to management agreements between U-Haul and                  
the owners of the Properties.  U-Haul will remit to the Stock                   
Transfer Trustee (or a third party servicer designated by the                   
Stock Transfer Trustee), the payments and other proceeds to which               
the Stock Transfer Trustee is entitled pursuant to the Mortgage                 
Loans.                                                                          
Each of the Mortgage Loans is marketable, and its         
market value is a function of the terms of the Mortgage Loan and                
the value of the self-storage facility which serves as collateral               
for each of the various Mortgage Loans.  The Mortgage Loans will                
be secured by Property having a value which provides, in the                    
aggregate, a loan to value ratio of at least eighty percent                     
(80%).  Conveyance of the Mortgage Loans to the Stock Transfer                  
Trustee will be without recourse to the holder thereof.                         

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In the event of any dispute regarding the value of the    
Mortgage Loans which is not resolved prior to the Confirmation                  
Hearing (or prior to the Effective Date), the value of the                      
Mortgage Loans will be determined by the Bankruptcy Court as part               
of the confirmation process.                                                    
 b.    DETAILED DESCRIPTION OF THE MORTGAGE LOANS.
      ------------------------------------------
(1)  GENERAL.                       
-------                   
With the exception of approximately eighteen properties   
which secure the same number of Mortgage Loans and which are                    
owned by third parties unrelated to or unaffiliated with the                    
Debtors or AMERCO (collectively, the "Third Party Owners"), all                 
of the Properties are owned by SAC and Two SAC.  The Third Party                
Owners, SAC and Two SAC are the makers of the promissory notes                  
which comprise part of the Mortgage Loans.  SAC or Two SAC will                 
be the makers of the promissory notes pertaining to the                         
properties which are being acquired.                                            
There are four different types of Mortgage Loans:         
(1) the "Restructured Mortgage Loans"; (2) the "Existing Mortgage               
Loans"; (3) the "SAC Mortgage Loan"; and (4) the "Two SAC                       
Mortgage Loan."  The Restructured Mortgage Loans consist of                     
Twelve (12) Mortgage Loans with a current aggregate principal                   
balance of $13,180,260 as of April 18, 1995; the Existing                       
Mortgage Loans consist of four (4) Mortgage Loans with a current                
aggregate principal balance of $2,733,520 as of April 18, 1995;                 
the SAC Mortgage Loan currently consists of a single promissory                 
note secured by first-lien mortgages with a current principal                   
balance of $45,500,091 as of April 18, 1995.  The Two SAC                       
Mortgage Loan will consist of single promissory note secured by                 
first-lien mortgages with a current principal balance of                        
$48,500,000.  The additional properties which are acquired by SAC               
and/or Two SAC prior to the Effective Date and which become                     
collateral for the Mortgage Loans will be subject to terms and                  
conditions consistent with those described herein.  The Debtor                  
will provide the Shareholder Plaintiffs with a complete list of                 
the Mortgage Loans and the exact terms thereof no less than                     
forty-five (45) days prior to the Confirmation Hearing.                         
Each Mortgage Loan is (or will be) secured by one or      
more first priority mortgages, deeds-of-trust or deeds-to-secure-               
debt on self-storage facilities and their related properties (or                
in two instances, leasehold estates with respect to the                         
underlying real properties) located throughout the United States                

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and Canada, all of which are (or will be), with the exception of                
the Existing Mortgage Loans, operated by subsidiaries of U-Haul                 
pursuant to various operating agreements.                                       
All of the Restructured Mortgage Loans, the SAC           
Mortgage Loan and the Two SAC Mortgage Loan (including those                    
which may come into existence after the date of this Disclosure                 
Statement) bear (or will bear) interest at a fixed rate of 9% per               
annum up to maturity, with interest accruing at a fixed rate of                 
12% per annum from and after the stated maturity date.  Interest                
on the Restructured Mortgage Loans is calculated on the basis of                
the actual number of days in each calendar month and each Loan                  
Year.  Interest on the SAC Mortgage Loan and the Two SAC Mortgage               
Loan is calculated on the basis of a 360-day year consisting of                 
twelve 30-day months.  All of the Existing Mortgage Loans bear                  
interest at a fixed rate which varies from loan to loan.                        
Interest on all of the Existing Mortgage Loans is calculated on                 
the basis of the actual number of days in each calendar month and               
each year.                                                                      
Each Restructured Mortgage Loan provides for the          
amortization of the outstanding principal balance through the                   
application of "Excess Cash Flow" from the Gross Receipts                       
received with respect to the Property securing such Restructured                
Mortgage Loan over a specified period of time, with a final                     
Balloon Payment due at the stated maturity date of each                         
Restructured Mortgage Loan.  The SAC Mortgage Loan and the Two                  
SAC Mortgage Loan provide for the amortization of principal based               
upon an amortization period of 20 years.  Any and all remaining                 
unamortized principal due on the SAC Mortgage Loan and the Two                  
SAC Mortgage Loan will be due in a balloon payment on the                       
maturity date of January 1, 2005.  All of the Existing Mortgage                 
Loans provide for the amortization of some principal over a                     
certain period of months and also have balloon payments due at                  
the stated maturity of such Mortgage Loans.  At maturity, the                   
Properties will either be refinanced or sold in order to pay the                
balloon payments.                                                               
Attached hereto as Schedule "2" and incorporated herein   
by this reference is a chart which, among other things:  (i)                    
describes the location of the Properties; (ii) identifies the                   
owner (and maker of the respective Mortgage Loan(s)); (iii) sets                

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forth the current appraised value of the Properties;<F13> (iv) sets             
forth the aggregate net operating income for the Properties (the                
"NOI");<F14> and (v) provides certain other pertinent information               
regarding the Properties and the Mortgage Loans.  NOI, as used                  
herein with respect to each Property, means, unless otherwise                   
specified herein, total operating revenues (primarily rental                    
income and deposit forfeitures) less total operating expenses                   
(primarily expenses for advertising, general administration,                    
management fees and disbursements, utilities, repairs and                       
maintenance, insurance, real estate taxes, replacement repairs                  
(based solely on the respective mortgagors' estimates of the                    
useful lives of various assets) and certain other expenses).  NOI               
does not reflect capital expenditures or partnership expenses.                  
No representations are made regarding future performance of the                 
Properties, which may vary significantly from that described in                 
Schedule "2".  Also attached hereto as Schedule "3," and by this                
reference incorporated herein, is a description of certain                      
pertinent information regarding the Mortgage Loans, including,                  
among other things:  (i) the date of the first interest payment;                
(ii) the original amount of the Mortgage Loan; (iii) the maturity               
date; and (iv) the current interest rate.                                       
AMERCO, any of its subsidiaries, SAC or Two SAC may       
acquire additional Properties and encumber them with additional                 
Mortgage Loans prior to the Effective Date.  In that event, and                 
subject to the reservation by AMERCO of the right to substitute                 
or delete Properties so long as the loan to value ratio of the                  
Properties securing the Mortgage Loans, in the aggregate, equals                
at least eighty percent (80%), the description of the Properties                
is subject to change.  Debtor and AMERCO will provide all                       
interested parties with updated information on all Properties                   
prior to the Effective Date.                                                    
(2)  THE APPRAISAL.                 
-------------             
-------------------------                                                       
<F13>    In some cases where acquisitions are pending or under certain          
other circumstances the appraisals on the Properties are not completed and      
Schedule "2" so provides.  However, it is the intent of the Debtor that all     
of the Properties will have been appraised prior to the Confirmation Hearing.   

<F14>    This explanation of NOI is offered by way of illustration only.        
Additional information regarding NOI, cash flow and financial performance may   
be obtained with reference to the appraisals.                                   

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AMERCO retained Robert A. Stanger & Co., Inc., an         
independent appraisal firm (the "Appraiser"), to appraise all of                
the Properties.<F15>  The purpose of such appraisal (the "Appraisal")           
was to estimate the "Market Value" of the fee simple interest or,               
where appropriate, leasehold interest, in the related Property                  
under then prevailing market conditions.                                        
The Appraisal involved a site inspection of all of the    
appraised Properties.  The Appraiser relied upon the sales                      
comparison (or market data) approach and the income approach to                 
value in order to deliver an opinion of value of the Properties                 
and did not employ the cost approach.  The estimated value of the               
Properties arrived at by the sales comparison approach was                      
reconciled with estimated values of the Properties arrived at by                
the income approach.  The income approach to valuation was given                
primary consideration based upon the income producing nature of                 
the Properties and their appeal to investors.  The sales                        
comparison approach was given secondary consideration.                          
The appraised values of the Properties for which          
appraisals currently exist are listed in Schedule "2", which is                 
attached hereto.  Complete copies of the Appraisals, including a                
complete discussion of the Appraiser's methodology, procedure and               
assumptions, are available in the offices of Streich Lang, P.A.,                
counsel to the Debtor, at One Renaissance, Two North Central                    
Avenue, Phoenix, Arizona, 85004-2391.  Any person desiring more                 
information may either contact Ronald E. Reinsel, Esq., counsel                 
for the Debtor at (602) 229-5200, or may review the Appraisals                  
during normal business hours at the address set forth above.  The               
Appraisals are subject to the assumptions and limiting conditions               
stated therein.                                                                 
Except for the Appraisals described in this section, no   
separate independent appraisal or reappraisal has been prepared                 
by AMERCO or the Debtor.  The Debtors believe that the procedures               
utilized by the Appraiser were reasonably designed to reach                     
accurate valuations; however, there can be no assurance that                    
another appraiser would not have arrived at different, and                      
perhaps significantly different, results, particularly if such                  
other appraiser utilized different capitalization or discount                   

-------------------------                                                       
<F15>    AMERCO will also utilize the Appraiser to appraise any properties      
which are to be acquired, and which are to be included as security for the      
Mortgage Loans, and for which an appraisal has not yet been obtained.           

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rates, different net operating income calculations, or a different appraisal    
approach.                                                                       
(3)  SUBORDINATE LOANS.             
-----------------         
Each of the Properties which is subject to a              
Restructured Mortgage Loan, the SAC Mortgage Loan or the Two SAC                
Mortgage Loan secures a "Subordinate Loan" as well as a first                   
position Mortgage Loan.<F15>  Information regarding the amount of the           
Mortgage Loans and the Subordinate Loans is set forth in                        
Schedule "2", which is attached hereto.  The Subordinate Loans                  
are secured by a second priority lien on the related Property (or               
Properties in the case of the SAC and Two SAC Properties) and                   
will be payable to the holder of the Subordinate Loan (the                      
"Junior Mortgagee") strictly from subordinated excess cash flow                 
available from such Property or Properties after the payment of                 
all payments required under the Restructured Mortgage Loans, the                
SAC Mortgage Loan and the Two SAC Mortgage Loan.  Properties                    
acquired after the date of this Disclosure Statement which are                  
subject to Mortgage Loans which will be part of the Stock                       
Transfer Trust Property, are or may be subject to Subordinate                   
Loans as well.  The Subordinate Loans are and will be in all                    
respects junior and subordinate to the Mortgage Loans.                          
All of the Mortgage Loans will be subject to the          
conditions of the Subordinate Mortgage Loans.  Generally, the                   
Stock Transfer Trustee will not have the right to exercise any of               
its remedies under the Mortgage Loan documentation if a payment                 
event of default occurs until:  (i) the Stock Transfer Trustee                  
has notified the Junior Mortgagee and, in the case of a                         
Restructured Mortgage Loan, the holder of any applicable Purchase               
Option, of such Payment Event of Default, (ii) such Payment Event               
of Default has continued for 25 days after the Stock Transfer                   
Trustee has given such notice, and (iii) the Junior Mortgagee or                
the holder of the Purchase Option either failed to cure the                     
Payment Event of Default or waived its rights to cure.  Such                    
notice is in addition to any notice required to be given to the                 
mortgagors pursuant to the Mortgage Loan documents.                             

-------------------------                                                       
<F15>    The Existing Mortgages are not believed to have any Subordinate        
Loans which encumber those Properties.                                          

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(4)  EXISTING LOAN ESCROW ACCOUNTS. 
   -----------------------------
The Stock Transfer Trustee will establish and maintain    
one or more "Existing Loan Escrow Accounts" on behalf of certain                
mortgagors of the Existing Mortgage Loans which require tax                     
and/or insurance escrow accounts.  The Stock Transfer Trustee                   
will regularly deposit any amounts required to be paid, as set                  
forth in a particular Mortgage Loan, into the Existing Loan                     
Escrow Accounts.                                                                
(5)  INSURANCE AND CONDEMNATION     
--------------------------
PROCEEDS ESCROW ACCOUNTS. 
------------------------  
The Stock Transfer Trustee will establish and maintain,   
as appropriate, an "Insurance and Condemnation Proceeds Escrow                  
Account" on behalf of each mortgagor of the Restructured Mortgage               
Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan in                   
which the Stock Transfer Trustee will deposit insurance or                      
condemnation proceeds promptly following the receipt and                        
identification thereof.                                                         
(6)  CAPITAL EXPENDITURE ACCOUNTS.  
  ----------------------------
A Capital Expenditure Account on behalf of each           
mortgagor of Property securing the Restructured Mortgage Loans                  
will be established.  The Capital Expenditure Accounts will be                  
available to the U-Haul Property Manager (as defined below) to                  
fund any capital expenses relating to the Properties securing the               
Restructured Mortgage Loans certified as necessary by the U-Haul                
Property Manager, with notice thereof given to the Stock Transfer               
Trustee.                                                                        
(7)  INSURANCE POLICIES.            
------------------        
The U-Haul Property Manager will use its best efforts     
to cause the mortgagors of the Mortgage Loans to maintain                       
insurance in accordance with the related mortgage (the "Required                
Insurance Policy").                                                             
(8)  DESCRIPTION OF THE             
------------------        
PROPERTY MANAGERS.        
-----------------         
The Properties securing the Restructured Mortgage Loans, the        
SAC Mortgage Loan and the Two SAC Mortgage Loan will be managed                 
by the U-Haul Property Manager and those securing the Existing                  
Mortgage Loans will be managed by different limited partnerships,               
general partnerships, trusts, individuals, corporations, joint                  
ventures and tenants-in-common, which are either the owners of                  
the Properties securing the Existing Mortgage Loans or agents                   
thereof (the "Existing Property Managers").                                     

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(a)  THE U-HAUL           
----------      
 PROPERTY MANAGER.
----------------
U-Haul International, Inc., and its affiliates thereof    
("U-Haul"), is a wholly-owned subsidiary of AMERCO and will be                  
the U-Haul Property Manager.  U-Haul entered the management of                  
self-storage facilities in 1973 when it opened its first self-                  
storage facilities.  U-Haul's self-storage business has steadily                
expanded, having grown to 650 facilities by the end of fiscal                   
year 1994.                                                                      
(b)  RESPONSIBILITIES     
----------------
OF THE U-HAUL   
-------------   
 PROPERTY MANAGER.
----------------
All of the Properties securing the Restructured           
Mortgage Loans, the SAC Mortgage Loan and the Two SAC Mortgage                  
Loan will be managed by the U-Haul Property Manager pursuant to                 
property management agreements (the "Property Management                        
Agreements") between the U-Haul Property Manager and each of the                
Junior Mortgagees under the Restructured Mortgage Loans, the SAC                
Mortgage Loan and the Two SAC Mortgage Loan.  The Property                      
Management Agreements are generally described below.  Copies of                 
the existing Property Management Agreements are available in the                
offices of Streich Lang, P.A., counsel to the Debtor, at One                    
Renaissance, Two North Central Avenue, Phoenix, Arizona,                        
85004-2391.  Any person desiring more information may either                    
contact Ronald E. Reinsel, Esq., counsel for the Debtor at                      
(602) 229-5200, or may review the Property Management Agreements                
during normal business hours at the address set forth above.                    
The U-Haul Property Manager has the exclusive authority   
to supervise the Properties securing the Restructured Mortgage                  
Loans, the SAC Mortgage Loan and the Two SAC Mortgage Loan, and                 
to supervise and direct the business and affairs associated or                  
related to the daily operation of the Properties, including the                 
hiring and discharge of employees.                                              
Pursuant to the Property Management Agreements, the       
U-Haul Property Manager is responsible for compliance with any                  
law, regulation, ordinance, or order of any government or                       
regulatory authority having jurisdiction over the Properties                    
respecting the use of the Property or the construction,                         
maintenance, or operation thereof.  The U-Haul Property Manager                 
pays all taxes, personal and real, and all assessments levied on                
the Property.  The U-Haul Property Manager is required to obtain,               
and keep in force, fire, comprehensive, liability and other                     

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insurance policies in amounts generally carried with respect to                 
similar facilities.                                                             
The U-Haul Property Manager controls the maintenance,     
repair and landscaping of the Properties and the acquisition of                 
fixtures and supplies for the Properties.  The U-Haul Property                  
Manager also supervises and maintains the operation of the                      
accounting system for each Property, and prepares and delivers                  
financial statements and other required reports.  The U-Haul                    
Property Manager directs the marketing activities of the                        
employees and is responsible for purchasing media advertising.                  
The U-Haul Property Manager is entitled to receive a      
management fee quarterly, payable no later than the Business Day                
immediately preceding the distribution date following the third                 
month of each quarterly period, in an amount equal to 6% of the                 
gross receipts collected from each Property (the "U-Haul Property               
Management Fee") during such quarterly period, and reimbursement                
of operation expenses and taxes during the quarterly period.  The               
U-Haul Property Management Fee is consistent with fees generally                
charged by other experienced property managers of properties                    
similar to the Properties.                                                      
The mortgagors of the Restructured Mortgage Loans and     
the SAC Mortgage Loan have agreed that they will not terminate                  
the Management Agreement at any time without the express written                
consent of the applicable Junior Mortgagee unless, during the                   
term of the Management Agreement, net cash flow declines by a                   
predetermined percentage during an agreed-upon period of time.                  
(9)  THE EXISTING                   
------------              
PROPERTY MANAGERS.        
-----------------         
The Properties securing the Existing Mortgages are        
managed by unrelated third parties.                                             
c.    CERTAIN LEGAL ASPECTS OF THE              
----------------------------        
MORTGAGE LOANS.                     
--------------                      
The following discussion contains summaries of certain    
legal aspects of mortgage loans which are general in nature.                    
Because many of the legal aspects of mortgage loans are governed                
by applicable state laws (which may vary substantially), the                    
following summaries do not purport to be complete, to reflect the               
laws of any particular state, to reflect all the laws applicable                
to any particular Mortgage Loan or to encompass the laws of all                 

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states in which the Properties are situated.  The summaries are                 
qualified in their entirety by reference to the applicable                      
federal and state laws governing the Mortgage Loans.  As to                     
Mortgage Loans which come into existence after the date of this                 
Disclosure Statement but before the Confirmation Hearing, the                   
terms thereof and certain legal aspects thereof will be                         
consistent with the information provided herein.  This summary                  
specifically does not consider the legal aspects of any Canadian                
Mortgaged Property.                                                             
(1)  MORTGAGES AND DEEDS            
-------------------       
OF TRUST GENERALLY.       
------------------        
The Mortgage Loans are secured by either mortgages or     
deeds of trust or other similar security instruments, depending                 
upon the prevailing practice in the state in which the related                  
Mortgaged Property is located.                                                  
(2)  LEASES AND RENTS.              
----------------          
The Restructured Mortgage Loans, the SAC Mortgage Loan    
and the Two SAC Mortgage Loan are secured by assignments of                     
leases and rents which are incorporated in the Mortgage.                        
(3)  ENFORCEABILITY OF              
-----------------         
DUE-ON-SALE PROVISIONS.   
----------------------    
Most of the Mortgages contain due-on-sale clauses,        
which permit the lender to accelerate the maturity of the loan if               
the mortgagor sells, transfers, or conveys the Property or its                  
interest in the Property.                                                       
(4)  SECONDARY FINANCING;           
-------------------       
DUE-ON-ENCUMBRANCE        
------------------        
PROVISIONS.               
----------                
Each of the Restructured Mortgage Loans, the SAC          
Mortgage Loan and the Two SAC Mortgage Loan and some of the                     
Existing Mortgage Loans permit the lender to accelerate the                     
maturity of the Mortgage Loan if the mortgagor further encumbers                
the Property.  However, such provisions may be unenforceable in                 
certain jurisdictions under certain circumstances.                              
(5)  CERTAIN LAWS AND               
----------------          
REGULATIONS.              
-----------               
The Properties are subject to compliance with various     
federal, state and local statutes and regulations.  Failure to                  
comply (together with an inability to remedy any such failure)                  
could result in material diminution in the value of a Property                  
which could, together with the possibility of limited alternative               

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uses for a particular Property, result in a failure to realize                  
the full principal amount of the Mortgage Loans.                                
(6)  ACCELERATION ON                
---------------           
DEFAULT.                  
-------                   
All of the Mortgage Loans include a debt-acceleration     
clause, which permits the lender to accelerate the debt upon a                  
monetary or nonmonetary default of the borrower.                                
(7)  ENVIRONMENTAL RISKS.           
-------------------       
The Debtor and AMERCO make no representations or          
warranties regarding compliance by the owners of the properties                 
with Environmental Law.  "Environmental Law," includes, but is                  
not limited to, any and all local, state, federal, international,               
governmental, public or private laws, statutes, ordinances,                     
regulations, orders, consent decrees, settlement agreements,                    
injunctions, judgments, permits, licenses, codes, covenants, deed               
restrictions, common laws, treaties, and reported state or                      
federal court decisions thereunder, related to environmental                    
protection, health and safety of persons, natural resource                      
damages, conservation, wildlife, waste management, the use,                     
storage, generation, production, treatment, emission, discharge,                
remediation, removal, disposal or transport or any other activity               
related to hazardous and toxic substances, or any other                         
environmental matter, including but not limited to any of the                   
following statutes:                                                             
Solid Waste Disposal Act, as amended by the Resource      
Conservation & Recovery Act of 1976, and Solid Hazardous            
Waste Amendments of 1984, 42 U.S.C. (SECTION)(SECTION)9601,         
et seq.; Comprehensive Environmental Response, Compensation         
-------                                                             
& Liability Act of 1980, as amended, 42 U.S.C.                      
(SECTION)(SECTION)9601-9675; Clean Air Act of 1966, as amended,     
    42 U.S.C. (SECTION)(SECTION)7401-7642;Hazardous Materials Transportation
   Control Act of 1970, as amended, 49 U.S.C. (SECTION)(SECTION)1801-1812;
  WaterPollution Control Act, as amended by the Clean Water Act of 1977,
33 U.S.C. (SECTION)(SECTION)1251- 1387; Insecticide, Fungicide &    
   Rodenticide Act, as amended, 7 U.S.C. (SECTION)(SECTION)136-136y; Toxic
Substances Control Act, as amended, 15 U.S.C.                       
(SECTION)(SECTION)2601-2671; Safe Drinking Water Act, 42 U.S.C.     
(SECTION)(SECTION)300f-300j-26; Occupational Safety & Health Act of 
 1970, as amended, 29 U.S.C. (SECTION)(SECTION)651, et seq.; Emergency
                                         -------
Planning & Community Right-To-Know Act of 1986, 42 U.S.C.           
    (SECTION)(SECTION)1101-11050; National Environmental Policy Act of 1978,

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     42 U.S.C. (SECTION)(SECTION)300(f), et seq.; the Federal Rivers & Harbors
           -------
  Act, 33 U.S.C. (SECTION)403; the Federal National Environmental Policy
Act, 42 U.S.C. (SECTION)(SECTION)4321, et seq.; Endangered Species  
                 -------
Act, 16 U.S.C. (SECTION)(SECTION)1451, et seq.; the Federal Oil     
                 -------
 Pollution Act of 1990, 33 U.S.C. (SECTION)(SECTION)2701, et seq.; and
                                                     -------
      any similar or implementing state or local laws, statutes, ordinances; and
   all amendments, rules, regulations, guidance documents and publications
promulgated under any and all of the above.                         
AMERCO has obtained "Phase I" environmental assessments   
for all of the Properties and "Phase II" environmental reports                  
for some of the Properties.  Because the environmental                          
assessments were performed by several independent environmental                 
consulting firms, they vary substantially in quality and detail.                
The reports are available for review and may be reviewed by                     
contacting Ronald E. Reinsel, Esq., counsel for the Debtor at                   
(602) 229-5200.                                                                 
Certain of the Properties are located on, adjacent to     
or in the vicinity of properties (including gasoline stations)                  
that contain or have contained storage tanks or that have                       
engaged, or may in the future engage, in activities that may                    
release petroleum products or other hazardous substances into the               
soil or groundwater.  Any potential future environmental                        
liabilities arising out of such activities could have a material                
adverse effect on the future financial condition or results of                  
operations of the affected Property.  In addition, one of the                   
Properties is located within areas designated as state and/or                   
federal superfund sites.  NOTWITHSTANDING THE FOREGOING                         
 -----------------------------
DISCUSSION, NO  REPRESENTATIONS OR WARRANTIES ARE MADE BY THE                   
-------------------------------------------------------------                   
DEBTOR, THE REORGANIZED DEBTOR OR AMERCO WITH REGARD TO ANY                     
-----------------------------------------------------------                     
ENVIRONMENTAL CONDITIONS AFFECTING ANY OF THE PROPERTIES.                       
--------------------------------------------------------                        

4.   INFORMATION REGARDING THE REAL PROPERTY.             
---------------------------------------         
a.    OVERVIEW OF THE REAL PROPERTY.            
-----------------------------       
AMERCO, and one or more of its subsidiaries, is the fee   
owner of certain other Real Property which is owned free and                    
clear of any lien interests (the "Real Property"), all or part of               
which may be transferred and conveyed into the Stock Transfer                   
Trust pursuant to the Plan with the consent of AMERCO.  The                     
property rights transferred to the Stock Transfer Trust with                    
respect to the Real Property will consist of all of AMERCO's                    
interests in and to such Real Property.                                         

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b.    DETAILED DESCRIPTION OF THE REAL PROPERTY.
     -----------------------------------------
Each of the individual parcels which collectively         
comprise the Real Property is marketable, and its value is a                    
function of the current local market for similar properties.                    
Attached hereto as Schedule "4" and incorporated herein   
by this reference is a chart which, among other things:  (i)                    
describes the location of each of the parcels which comprise the                
Real Property; (ii) identifies the size of each of the parcels                  
which comprise the Real Property and any buildings thereon; and                 
(iii) identifies the appraised value of certain of the parcels of               
the Real Property and the date of any such appraisal.<F16>                      
Complete copies of the appraisals which currently exist   
are available in the offices of Streich Lang, P.A., counsel for                 
the Debtor, at One Renaissance, Two North Central Avenue,                       
Phoenix, Arizona 85004-2391.  Any person desiring more                          
information may either contact Ronald E. Reinsel, Esq., counsel                 
for the Debtor at (602) 229-5200, or may review the appraisals                  
during normal business hours at the address set forth above.                    
The appraisals of the Real Property are, and will be,     
subject to the assumptions and limiting conditions stated                       
therein.  The Debtor believes that the procedures utilized in the               
preparation of the appraisals of the Real Property were (and with               
respect to those parcels of Real Property which have not yet been               
appraised, such procedures will be) reasonably designed to reach                
accurate valuations; however, there can be no assurance that                    
another appraiser would not arrive at a different, and perhaps                  
significantly different, result, particularly if such other                     
appraiser utilized different valuation procedures or assumptions.               
c.    ENCUMBRANCES.                             
------------                        
The Debtor believes that all of the parcels which         
comprise the Real Property are free and clear of liens and                      
encumbrances.  AMERCO has obtained, or is in the process of                     
obtaining, current title reports with respect to the Real                       
Property which will identify all matters of record with respect                 
to the Real Property.  The reports are, and will be, available                  

-------------------------                                                       
<F16>    AMERCO is in the process of obtaining appraisals of the remaining      
parcels of the Real Property and will make such supplemental appraisals         
available for review.                                                           

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for review and may be reviewed by contacting Ronald E. Reinsel, Esq., counsel   
for the Debtor at (602) 229-5200.                                               
d.    ENVIRONMENTAL RISKS.                      
-------------------                 
The Debtor and AMERCO make no representations or          
warranties regarding compliance of the Real Property with                       
Environmental Law.  "Environmental Law," includes, but is not                   
limited to, any and all local, state, federal, international,                   
governmental, public or private laws, statutes, ordinances,                     
regulations, orders, consent decrees, settlement agreements,                    
injunctions, judgments, permits, licenses, codes, covenants, deed               
restrictions, common laws, treaties, and reported state or                      
federal court decisions thereunder, related to environmental                    
protection, health and safety of persons, natural resource                      
damages, conservation, wildlife, waste management, the use,                     
storage, generation, production, treatment, emission, discharge,                
remediation, removal, disposal or transport or any other activity               
related to hazardous and toxic substances, or any other                         
environmental matter, including but not limited to any of the                   
following statutes:                                                             
Solid Waste Disposal Act, as amended by the Resource      
Conservation & Recovery Act of 1976, and Solid Hazardous            
Waste Amendments of 1984, 42 U.S.C. (SECTION)(SECTION)9601, et seq.;
                                                           -------
 Comprehensive Environmental Response, Compensation & Liability Act of
1980, as amended, 42 U.S.C. (SECTION)(SECTION)9601-9675;            
     Clean Air Act of 1966, as amended, 42 U.S.C. (SECTION)(SECTION)7401-7642;
Hazardous Materials Transportation Control Act of 1970, as          
   amended, 49 U.S.C. (SECTION)(SECTION)1801-1812; Water Pollution Control
Act, as amended by the Clean Water Act of 1977, 33 U.S.C.           
  (SECTION)(SECTION)1251-1387; Insecticide, Fungicide & Rodenticide Act,
as amended, 7 U.S.C. (SECTION)(SECTION)136-136y; Toxic Substances   
Control Act, as amended, 15 U.S.C. (SECTION)(SECTION)2601-2671; Safe
Drinking Water Act, 42 U.S.C. (SECTION)(SECTION)300f-300j-26;       
Occupational Safety & Health Act of 1970, as amended, 29 U.S.C.     
(SECTION)(SECTION)651, et seq.; Emergency Planning & Community      
-------               
Right-To-Know Act of 1986, 42 U.S.C. (SECTION)(SECTION)1101-11050;  
National Environmental Policy Act of 1978, 42                       
  U.S.C. (SECTION)(SECTION)300(f), et seq.; the Federal Rivers & Harbors
     -------
  Act, 33 U.S.C. (SECTION)403; the Federal National Environmental Policy
Act, 42 U.S.C. (SECTION)(SECTION)4321, et seq.; Endangered Species  
                 -------
Act, 16 U.S.C. (SECTION)(SECTION)1451, et seq.; the Federal Oil     
                 -------
 Pollution Act of 1990, 33 U.S.C. (SECTION)(SECTION)2701, et seq.; and
                                                     -------
any similar or                                                      

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implementing state or local laws, statutes, ordinances; and         
all amendments, rules, regulations, guidance documents and          
publications promulgated under any and all of the above.            
AMERCO has obtained "Phase I" environmental assessments   
for most of the parcels which comprise the Real Property and is                 
in the process of obtaining Phase I assessments on the rest of                  
the parcels.  Because the environmental assessments were                        
performed by several independent environmental consulting firms,                
they vary substantially in quality and detail.  The reports are,                
and will be, available for review and may be reviewed by                        
contacting Ronald E. Reinsel, Esq., counsel for the Debtor at                   
(602) 229-5200.                                                                 
NOTWITHSTANDING THE FOREGOING DISCUSSION, NO              
--------------------------------------------              
REPRESENTATIONS OR WARRANTIES ARE MADE BY THE DEBTOR, THE                       
---------------------------------------------------------                       
REORGANIZED DEBTOR OR AMERCO WITH REGARD TO ANY ENVIRONMENTAL                   
-------------------------------------------------------------                   
CONDITIONS AFFECTING ANY OF THE PROPERTIES.                                     
------------------------------------------                                      
D.   POST-EFFECTIVE DATE ADMINISTRATION OF THE STOCK                
-----------------------------------------------           
TRANSFER TRUST.                                           
--------------                                            
Pursuant to the Plan, the conveyance to the Stock         
Transfer Trust of the Stock Transfer Property which has a value                 
equal to the value of the Allowed Claims of the Shareholder                     
Plaintiffs who are beneficiaries of the Stock Transfer Trust will               
constitute satisfaction in full of the Claims held by Shareholder               
Plaintiffs who are beneficiaries of the Stock Transfer Trust, and               
the Debtor will be discharged from any further liability under                  
the Stock Transfer Judgment.  On the Effective Date, and pursuant               
to the terms of the Plan, the Shareholder Plaintiffs will tender                
their shares of common stock to AMERCO, and the full equitable                  
interest in the Stock Transfer Trust will vest in the Shareholder               
Plaintiffs who are beneficiaries of the Stock Transfer Trust.                   
On the Effective Date, conditioned only upon the tender   
of the shares of stock in AMERCO, the Plaintiffs will assume and                
enjoy full control over the Stock Transfer Trust pursuant to the                
terms of such trust.  The trust certificates issued to the                      
Creditors holding Stock Transfer Claims will be freely                          
transferable and the holders thereof and/or their successors-in-                
interest will have the right to direct the Stock Transfer Trustee               
to sell or otherwise liquidate such trust certificate holder's                  
proportionate interests in the Stock Transfer Trust and to                      
distribute such proceeds (valued as of the date of such                         
disposition) to the trust certificate holders.  Neither AMERCO                  
nor the Debtor will retain any legal or equitable interest in the               

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Stock Transfer Trust and neither AMERCO nor the Debtor will                     
exercise any control over the Stock Transfer Trust after the                    
Effective Date.  If the Shareholder Plaintiffs choose to                        
liquidate the Stock Transfer Trust, or partition it, or chose to                
maintain it, they may do so at their own discretion; however, the               
Shareholder Plaintiffs who are beneficiaries of the Stock                       
Transfer Trust will enjoy not only any appreciation in the value                
of the Stock Transfer Trust, but will bear the risk of any                      
diminution in value of the Stock Transfer Trust from and after                  
the Effective Date.  Accordingly, if any beneficiary of the Stock               
Transfer Trust directs the Stock Transfer Trustee to liquidate                  
his/her proportionate share of the Stock Transfer Trust, he/she                 
will receive only his/her proportionate share of the Stock                      
Transfer Trust Property, valued as of the date of liquidation,                  
and will have no claim against the Debtor or AMERCO resulting                   
from the increase or diminution in the value of the Stock                       
Transfer Trust Property.                                                        
E.   ACCEPTING CREDITOR SETTLEMENT.                                 
-----------------------------                             
Each Shareholder Plaintiff is given the option under      
the Plan to elect to participate in the Accepting Creditor                      
Settlement.  The Accepting Creditor Settlement provides for a                   
cash fund of up to $350,000,000 to be paid by AMERCO, to fully                  
settle and satisfy all or part of the Allowed Claims of the                     
Shareholder Plaintiffs.  Any Shareholder Plaintiff who elects the               
Accepting Creditor Settlement will receive a pro rata                           
                  --------
distribution of the Accepting Creditor Settlement Fund equal to                 
the percentage thereof that the number of shares of common stock                
in AMERCO held by the holder of such Stock Transfer Claim bears                 
to the total number of shares of common stock in AMERCO held by                 
all of the Shareholder Plaintiffs as of the Effective Date.  Any                
Shareholder Plaintiff who elects to participate in the Accepting                
Creditor Settlement will not participate in or be entitled to any               
interest in the Stock Transfer Trust.  Upon receipt of the cash                 
distribution pursuant to the Accepting Creditor Settlement, such                
Shareholder Plaintiff's common stock in AMERCO will be                          
transferred to AMERCO or its designee.                                          
The election by a Shareholder Plaintiff to participate in           
the Accepting Creditor Settlement Fund must be made at the time                 
set by the Bankruptcy Court for submission of the ballot                        
accepting or rejecting the Plan.  In the event that less than all               

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of the Shareholder Plaintiffs elect the Accepting Creditor                      
Settlement, the Accepting Creditor Settlement Fund will only be                 
funded to the extent necessary to satisfy the Allowed Claims of                 
the electing Shareholder Plaintiffs.                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		1/1/05		42
		1/1/96		22
Filed on:		7/3/95
		4/25/95		1					8-K
		4/18/95		41
		4/11/95		13
		3/30/95		13
		3/23/95		13
		2/22/95		13
		2/21/95		2		11
		2/14/95		9		37
		2/2/95		9
		10/7/94		9					S-2/A
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