SEC Comment Letter for U-Haul Holding (UHAL) — Nov 29, 2010
U-Haul Holding Co /NV/ (UHAL, UHAL-B) (CIK 0000004457)
Date: Nov. 29, 2010 · CIK: 0000004457 · Accession: 0000000000-10-071172
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -3561 November 29 , 2010 Edward J. Shoen President and Chairman of the Board AMERCO 1325 Airmotive Way, Suite 100 Reno, Nevada 89502 -3239 Form 10 -K Filed June 9, 2010 File No. 001 -11255
Re: AMERCO Form S -3 Filed October 7, 2010 File No. 333 -169832
Dear Mr. Shoen:
We have received your response to our prior comment letter to you dated November 3 , 2010 and have the following additional comments.
Please respond to this letter by amending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not belie ve an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
We have also included comm ents regarding your Form 10 -K filed on June 9, 2010. Please respond to these comments within ten business days or by advising us when you will provide the requested response.
General
1. We note your responses to our prior comments 2, 3 and 4. Please amend your Form S -3 accordingly.
Edward J. Shoen AMERCO November 29, 2010 Page 2
Definitive Proxy Statement filed July 15, 2010
Compensation Discussion and Analysis, page 17
2. We note your r esponse to our prior comment 12, and we reissue the comment. Please confirm that in future filings you will expand your Compensation Discussion & Analysis to provide more detailed analysis of the elements and levels of compensation paid to the named executive officers. Please also provide us with your proposed revi sed disclosure. Your disclosure should focus on the material principles underlying the policies and decisions and the most important factors relevant to the analysis of those policies and decisions . Please refer to Item 402(b) of Regulation S -K. For exa mple please discuss the specific factors the Compensation Committee considered in establishing the compensation of Edward “Joe” Shoen and the specific factors the President considered in determining the compensation of the remaining named executive officer s. Among the issues to address are why changes in base salaries for the named executive officers “would not be in t he best interest of the company ” and what “accomplishments” the President was recognizing when he determined the discretionary bonus paid to Gary Horton.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ade quacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their
Edward J. Shoen AMERCO November 29, 2010 Page 3
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to revie w any amendment prior to the requested effective date of the registration statement.
You may contact John Dan a Brown at (202) 551 -3859 or the undersigned at (202) 551-3469 if you have questions regarding these comments.
Sincerely,
Justin Dobbie
Special Counsel
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561
November 29 , 2010
Edward J. Shoen
President and Chairman of the Board
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502 -3239
Re: AMERCO
Form S -3
Filed October 7, 2010
File No. 333 -169832
Form 10 -K
Filed June 9, 2010
File No. 001 -11255
Dear Mr. Shoen:
We have received your response to our prior comment letter to you dated
November 3 , 2010 and have the following additional comments.
Please respond to this letter by amending your registration statement and
providing the requested information. Where you do not believe our comments apply to
your facts and circumstances or do not belie ve an amendment is appropriate, please tell
us why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have additional
comments.
We have also included comm ents regarding your Form 10 -K filed on June 9,
2010. Please respond to these comments within ten business days or by advising us when
you will provide the requested response.
General
1. We note your responses to our prior comments 2, 3 and 4. Please amend your
Form S -3 accordingly.
Edward J. Shoen
AMERCO
November 29, 2010
Page 2
Definitive Proxy Statement filed July 15, 2010
Compensation Discussion and Analysis, page 17
2. We note your r esponse to our prior comment 12, and we reissue the comment.
Please confirm that in future filings you will expand your Compensation
Discussion & Analysis to provide more detailed analysis of the elements and
levels of compensation paid to the named executive officers. Please also provide
us with your proposed revi sed disclosure. Your disclosure should focus on the
material principles underlying the policies and decisions and the most important
factors relevant to the analysis of those policies and decisions . Please refer to
Item 402(b) of Regulation S -K. For exa mple please discuss the specific factors
the Compensation Committee considered in establishing the compensation of
Edward “Joe” Shoen and the specific factors the President considered in
determining the compensation of the remaining named executive officer s.
Among the issues to address are why changes in base salaries for the named
executive officers “would not be in t he best interest of the company ” and what
“accomplishments” the President was recognizing when he determined the
discretionary bonus paid to Gary Horton.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclos e the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the ade quacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
Edward J. Shoen
AMERCO
November 29, 2010
Page 3
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. Please allow adequate time for us to revie w any amendment
prior to the requested effective date of the registration statement.
You may contact John Dan a Brown at (202) 551 -3859 or the undersigned at (202)
551-3469 if you have questions regarding these comments.
Sincerely,
Justin Dobbie
Special Counsel
cc: Gregory R. Hall, Esq.
Fax: (480) 606 -5528