Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CRUISE AMERICA, INC
----------------------------------------
(Name of Registrant as Specified in Its Charter)
ERIC BENSEN
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-1l(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
<PAGE>
CRUISE AMERICA, INC. 11 West Hampton Avenue
Mesa, Arizona 85210
Office of the Chairman
August 14, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Cruise America, Inc., on October 6, 1995, at 9:00 a.m., at the Company's
headquarters at 11 West Hampton Avenue, Mesa, Arizona. Only shareholders of
record at the close of business on August 10, 1995 will be entitled to vote at
the meeting or any adjournments thereof.
The meeting will be held for the following purposes: (i) to vote on the
election of the Board of Directors; and (ii) to ratify the appointment of our
independent auditors.
The Notice of the Annual Meeting and Proxy Statement, which you are urged
to give your prompt attention, follows this page. As an owner of Cruise America,
Inc. stock, your vote is important. The recommendations of your Board of
Directors are provided for your assistance and guidance. The Directors have
devoted considerable thought to the matters to be brought before the meeting,
and we feel that such recommendations are in the best interest of Cruise
America, Inc. and its shareholders.
Your Board of Directors joins me in urging you to sign and mail the enclosed
proxy card in the postpaid envelope provided, regardless of whether you plan to
attend the meeting. Your prompt response will also help us avoid the expense of
writing to you again.
If you find that you will be attending the meeting after mailing your signed
proxy, you may, of course, revoke your proxy at the meeting and cast your vote
in person.
Thank you for your cooperation.
Sincerely yours,
/s/ Robert A. Smalley
---------------------
ROBERT A. SMALLEY
<PAGE>
CRUISE AMERICA, INC.
11 West Hampton Avenue
Mesa, Arizona 85210
(602) 467-7300
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 6, 1995
To the Shareholders of
Cruise America, Inc.
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Cruise America, Inc., a Florida corporation (the "Corporation"),
will be held on October 6, 1995, at 9:00 a.m., at the Corporation's headquarters
at 11 West Hampton Avenue, Mesa, Arizona, for the following purposes:
(1) To elect six (6) persons to the Corporation's Board of Directors, to hold
office until the next annual meeting of shareholders and until their
respective successors are duly elected and qualified.
(2) To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Corporation for the 1996 fiscal year.
Only shareholders of record at the close of business on August 10, 1995 will
be entitled to vote in person or by proxy at the Annual Meeting or any
adjournments thereof.
CRUISE AMERICA, INC.
By Order of the Board of Directors
/s/ Eric R. Bensen
-------------------------
ERIC R. BENSEN, Secretary
August 14, 1995
WE URGE YOU TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING IN
PERSON. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON IF YOU SO DESIRE.
<PAGE>
CRUISE AMERICA, INC.
11 West Hampton Avenue
Mesa, Arizona 85210
602) 464-7300
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 6, 1995
Solicitation--Revocation Of Proxy
This Proxy Statement is furnished in connection with the solication by the
Board of Directors of CRUISE AMERICA, INC., a Florida corporation (the
"Corporation"), of proxies to be voted at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held October 6, 1995 and at any adjournments
thereof. Shares represented by proxies that are properly executed and returned
to the Board of Directors shall be voted in favor of the election of the
Directors nominated herein and in favor of each proposal described herein,
unless a contrary specification is made on such proxy. If a shareholder giving a
proxy specifies a choice with respect to any matter to be acted upon, the proxy
will be voted in accordance with said specifications. Any shareholder giving a
proxy may revoke it by notice to the proxy holder or the Corporation at any time
prior to the voting thereof. The Corporation's Annual Report to Shareholders for
the fiscal year ended April 30, 1995 accompanies this Proxy Statement, but does
not form a part hereof. This Proxy Statement and the accompanying proxy are
being distributed to shareholders beginning on or about August 14, 1995.
Voting Securities
Only holders of Common Stock of record at the close of business on August
10, 1995, the record date fixed by the Board of Directors for determining the
shareholders entitled to notice of, and to vote at, the Annual Meeting, will be
entitled to vote at the Annual Meeting or at any adjournments thereof. As of
August 10, 1995 there were 5,703,169 shares of Common Stock outstanding. Each
share of Common Stock entitles the holder to one vote on all matters brought
before the Annual Meeting, and the shares of Common Stock have no cumulative
voting rights. The quorum necessary to conduct business at the Annual Meeting
consists of a majority of the outstanding shares of Common Stock. To be elected,
nominees for Director must receive a plurality of the votes cast by holders of
shares of Common Stock present or represented at the Annual Meeting. The
ratification of the appointment of KPMG Peat Marwick as independent auditors
will also require the affirmative vote of a plurality of votes cast by the
shares of Common Stock present or represented at the Annual Meeting. Abstentions
are considered as shares present and entitled to vote for purposes of
determining the presence of a quorum and for purposes of determining the outcome
of any matter submitted to the shareholders for a vote, but are not counted as
votes "for" or "against" any matter. The Corporation will treat shares referred
to as "broker or nominee non-votes" (shares held by brokers or nominees as to
which instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power on a particular matter) as shares that are present and entitled to vote
for purposes of determining the presence of a quorum. For purposes of
determining the outcome of any matter as to which the proxies reflect broker or
nominee non-votes, shares represented by such proxies will be treated as not
present and not entitled to vote on that subject matter and therefore would not
be considered by the Corporation when counting votes cast on the matter (even
through those shares are considered entitled to vote for quorum purposes and may
be entitled to vote on other matters). If less than a majority of the
outstanding shares of Common Stock are represented at the Annual Meeting, a
majority of the shares so represented may adjourn the Annual Meeting without
further notice.
The following table sets forth, as of June 30, 1995, the beneficial ownership
of the Corporation's Common Stock by (i) each person known to the Corporation to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each of the named executive officers (defined below) and (iii) all
Directors and executive officers of the Corporation as a group. Except as
indicated below, each person has sole dispositive and voting power with respect
to the shares of Common Stock indicated.
Number of Shares Percent
Name and Address of Common Stock of Class
---------------- ---------------- --------
Robert A. Smalley(1)(4)(5) ....................... 976,084 16.3%
11 West Hampton Avenue
Mesa, Arizona 85210
Randall S. Smalley(1)(2)(4)(5) ................... 337,184 5.6%
11 West Hampton Avenue
Mesa, Arizona 85210
Robert A. Smalley, Jr.(2)(3)(4)(5) ............... 325,156 5.4%
11 West Hampton Avenue
Mesa, Arizona 85210
Sally Smalley DiLucente(1)(2)(4) ................. 302,285 5.0%
2024 S.E. US #1
Vero Beach, Florida 32862 ........................
Eric R. Bensen(5) ................................ 61,130 1.0%
Interstate Properties(6) ......................... 765,600 12.8%
Glenpoint Centre West
500 Frank W. Burr Boulevard
Teaneck, New Jersey 07666 ........................
Dawson-Samberg Capital Management, Inc.(7) ....... 352,500 5.9%
354 Pequot Avenue
Southport, Connecticut 06490
Gruber & McBaine Capital Management, Inc.(8) ..... 300,500 5.0%
50 Osgood Place
San Francisco, California 94133
All Executive Officers and Directors as a
group (six persons, including four persons
named above)(1)(2)(3)(5) ...................... 1,751,426 29.2%
----------
(1) Includes 35,982, 5,077 and 471 shares held by the spouses of Robert A.
Smalley, Randall S. Smalley and Sally Smalley DiLucente, respectively.
(2) Does not include 42,786 shares held as co-trustee for the grandchildren of
Robert A. Smalley.
(3) Includes 10,000 shares held in trust for the children of Randall S. Smalley.
(4) Robert A. Smalley is the father of Robert A. Smalley, Jr., Randall S.
Smalley and Sally Smalley DiLucente. The beneficial ownership of shares of
Common Stock of each of these persons and the trusts they control does not
include the shares of Common Stock beneficially owned by the others.
(5) Includes immediately exercisable options to purchase 60,000 shares of common
stock for each of Robert A. Smalley, Robert A. Smalley, Jr., Randall S.
Smalley and Eric R. Bensen and 290,000 for all executive officers and
directors as a group.
(6) Information taken from the Form 4 dated February 23, 1994 of Interstate
Properties, a New Jersey partnership and Russell B. Wight, Jr. and the Form
4 of Steven Roth dated February 24, 1994. The Form 4 list shared voting and
dispositive power of 301,500 shares and sole voting and dispositive power of
225,100 shares held by Mr. Wight. In addition, Steven Roth, a general
partner of Interstate, owns 39,000, which are included in the table above.
(7) Information taken from the Schedule 13D dated May 7, 1993 of Dawson-Samberg
Capital Management, Inc., a Connecticut corporation, Pequot General
Partners, a New York partnership, and DS International Partners, L.P., a
Delaware partnership (collectively, the "Reporting Persons"). The Schedule
13D lists sole voting and dispositive power of 352,500 shares held by the
"Reporting Person".
(8) Information taken from the Schedule 13D dated March 22, 1993 of Gruber &
McBaine Capital Management, Inc. a California corporation, Jon D. Gruber, J.
Patterson McBaine, Laqunitas Partners, L.P., a California limited
partnership, GMJ Investments, L.P., a California limited partnership, and
Laqunitas International, a Cayman Islands Limited Partnership (collectively,
the "Reporting Persons"). The Schedule 13D lists sole voting and dispositive
power of 71,000 shares and shared voting and dispositive power of 229,500
shares.
Election of Directors
Six Directors are to be elected to hold office until the next Annual Meeting
or until their respective successors are duly elected and qualified. Unless a
proxy specifies that it is not to be voted for a Director, the shares covered by
the proxy will be voted for the nominees listed below. In the event any nominee
shall decline or be unable to serve, it is intended that the proxies will be
voted for a nominee designated by the Board of Directors. The Board of Directors
knows of no reason to anticipate that this will occur. The following table sets
forth as of June 30, 1995 certain information concerning the nominees for
Director, all of whom are presently serving as Directors:
Shares of
Served as Common Stock
Director Beneficially Principal Occupation
Name And Age Since Owned (%) For The Past 5 Years
------------ --------- ------------- ------------------------------
Robert A. Smalley, 71(1).. 1972 976,084(16.3) Chairman of The Board of the
Corporation. President and
Chief Executive Officer from
1972 to March 1992. Formerly
President And Director, Hertz
Corporation.
Randall S. Smalley, 45(1) 1972 337,184(5.6) President and Chief Executive
Officer of the Corporation
since March 1992. Vice
President--Rental Division and
Secretary from 1972 to March
1992.
Robert A. Smalley, 1972 325,156(5.4) Executive Vice President, Chief
Jr., 46(1) Operating Officer and
Assistant Secretary of the
Corporation since March 1992.
Vice President--Sales Division
from 1972 to March 1992.
Eric R. Bensen, 40(1)..... 1989 61,130(1.0) Chief Financial Officer and
Secretary of the Corporation
since March 1992. Vice
President--Finance and
Assistant Secretary from 1984
to March 1992. Formerly with
the accounting firm of KPMG
Peat Marwick.
Fred A. Mudgett, 74(2).... 1983 25,826* Consultant to the car rental
industry. Previously,
President of Fred A. Mudgett
and Associates, Inc.
(consulting firm), and Group
Vice President, Hertz
Corporation.
Dr. Edward R. Annis, 82(2) 1983 26,046* Physician, Spokesman for the
medical profession and served
as president of the American
Medical Association, World
Medical Association, and
International College of
Surgeons.
----------
* Less than one percent
(1) See Footnotes 1, 2, 3, 4 and 5 to the table set forth under the caption
"Voting Securities" above.
(2) Includes immediately exercisable options to purchase 25,000 shares of
common stock held by each of Fred A. Mudgett and Dr. Edward R. Annis.
Committees and Meetings of the Board of Directors
The Board of Directors has established standing Audit and Finance,
Compensation, Executive and Nominating Committees. The Directors who served upon
and the functions performed by the various committees during fiscal 1995 were as
follows:
Messrs. Randall S. Smalley, Fred A. Mudgett and Dr. Edward R. Annis served
as members of the Audit and Finance Committee. The Audit and Finance Committee
(a) meets with the independent public accountants to review the plan and results
of the audit including review of the management letter; (b) reviews and approves
nonaudit services of the independent public accountants; (c) recommends to the
Board of Directors the engagement of independent auditors for the next fiscal
year; (d) meets with financial executives of the Corporation to review
accounting and financial policies; (e) reviews the application of new accounting
rules; and (f) reviews various other matters, such as the adequacy of internal
controls.
Messrs. Robert A. Smalley, Robert A. Smalley, Jr., Fred A. Mudgett and Dr.
Edward R. Annis served as members of the Compensation Committee. The
Compensation Committee has been designated to administer the Corporation's 1987
Stock Option Plan, and also reviews, examines and makes recommendations to the
Board of Directors regarding (a) compensation of senior officers of the
Corporation and certain of its subsidiaries; (b) salary ranges, incentive
programs, guidelines for merit and promotional increases for the Corporation and
its subsidiaries; (c) insurance and other fringe benefits; and (d) management
proposals regarding any of the foregoing areas.
Messrs. Robert A. Smalley, Robert A. Smalley, Jr., Randall S. Smalley and
Eric R. Bensen served as members of the Executive Committee. The Executive
Committee has been established to act when the full Board of Directors is
unavailable.
Messrs. Robert A. Smalley, Robert A. Smalley, Jr., and Randall S. Smalley
served as members of the Nominating Committee. The Nominating Committee (a)
recommends candidates to fill any vacancies or increase in the Board of
Directors or Executive Committee; (b) makes recommendations with respect to the
composition of the management slate of Directors to be proposed to the
shareholders at the Annual Meeting; (c) annually recommends to the Board of
Directors candidates to serve on the Executive Committee and candidates to be
designated Chairman and Vice Chairman of the Executive Committee; and (d)
reviews shareholder suggestions of nominees and makes recommendations to the
Board of Directors regarding these suggestions.
The Board of Directors met four times during fiscal 1995. During fiscal 1995,
the Audit and Finance, Compensation and Nominating Committees held the following
number of formal meetings: Audit and Finance, four; Compensation, four; and
Nominating, one. Each Director attended 75% or more of the fiscal 1995 Board and
Committee meetings held during the period that they served.
The Corporation's Directors who are not officers of the Corporation receive a
payment of $1,000 per meeting plus reasonable expenses for attendance at
Directors' meetings.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation for the past three fiscal years
of the Chief Executive Officer and the Corporation's other executive officers
whose total annual salary and bonus exceeded $100,000 (the "named executive
officers").
Summary Compensation Table
Annual Compensation Long-Term
------------------------------- Compensation
Fiscal Other Annual Option
Name And Principal Position Year Salary Bonus Compensation(1) Awards(#)
---------------------------- ------ -------- ----- --------------- ------------
Randall S. Smalley 1995 $227,220 -- --
President and Chief 1994 219,765 -- --
Executive Officer 1993 222,352 -- --
Robert A. Smalley 1995 105,726 -- --
Chairman of the Board 1994 102,258 -- --
1993 119,560 -- --
Robert A. Smalley, Jr. 1995 227,220 -- --
Executive Vice President 1994 219,765 -- --
and Chief Operating Officer 1993 222,352 -- --
Eric R. Bensen 1995 160,497 -- --
Chief Financial Officer 1994 155,231 -- --
1993 157,059 -- --
----------
(1) The Corporation has concluded that the amount of personal benefits furnished
to the named executive officers do not meet the disclosure thresholds
established under SEC regulations. Accordingly, none of such personal
benefits is included in this table.
Compensation Committee Report on Executive Compensation
The objectives of the Corporation's compensation program are to enhance the
profitability of the Corporation, and thus shareholder value, by aligning
compensation with business goals and performance and attracting, retaining and
rewarding executive officers who contribute to the long-term success of the
Corporation. In furtherance of these goals, the Corporation's compensation
program for executive officers includes base salary, an annual bonus and stock
option awards.
Base Compensation: The salaries paid to the named executive officers during
the fiscal year 1994 were determined pursuant to their respective employment
agreements, which were entered into in 1989. Each of the named executive
officers agreed to a reduction in salary during fiscal 1993. The Corporation's
approach to base compensation is to offer competitive salaries in comparison to
market practices for positions involving similar responsibility and experience.
Increases in base compensation are based on the competence and performance of
the Company's executives and takes into account the performance of the
Corporation. In October 1994, the Compensation Committee and the full Board
approved amendments to the employment agreements of the named executive offices.
See "--Employment Agreements."
Bonus Compensation: The Corporation has a policy of paying discretionary
bonuses to executive officers based on performance of the individual and
performance of the Corporation. A balance is made between overall corporate
performance and performance of the specific areas of the Corporation under an
executive's direct control. This balance supports the accomplishment of overall
objectives and rewards individual contributions. During the fiscal year ended
April 30, 1995, no bonuses were paid (due to the corporations operating
results).
Stock Option Program: The objective of stock option awards is to motivate
grantees to maximize long-term growth and profitability of the Corporation.
Grantees can recognize value from options granted only if the Corporation's
stock price increases after the date on which such options are granted, since
the exercise price of options granted must at least equal the fair market value
of the Corporation's stock on the date of grant. The award of options thus
aligns the long-range interests of the grantees with those of shareholders.
Grants of options to the Corporation's executive officers and other key
employees are made pursuant to the 1987 Stock Option Plan. Grants of options are
generally considered annually. The number of options granted to a participant is
generally based on such person's level of responsibility and contributions to
the Corporation's performance. The Compensation Committee approves the size and
conditions of grants to the executive officers of the Corporation. During the
fiscal year ended April 30, 1994, no options were granted.
On October 6, 1994, the Company repriced outstanding options granted
pursuant to the Company's 1987 Stock Option Plan. All outstanding options held
by all employees, including the four named executive officers and two
nonemployee directors, were repriced from original exercise prices of $4.75-8.00
per share to $3.00 per share, the fair value of the Corporation's Common Stock
on the date of the repricing. The members of the Compensation Committee and the
full Board approved the repricing due to the long-term impairment of incentives
regarding stock options outstanding.
Compensation Committee
Robert A. Smalley
Robert A. Smalley Jr.
Fred A. Mudgett
Dr. Edward R. Annis
Employment Agreements
In October 1994, the Company amended the employment agreements of each of
Robert A. Smalley, Robert A. Smalley, Jr., Randall S. Smalley and Eric R.
Bensen. The terms of each of the employment agreements were extended to April
30, 1997 and will automatically be extended for additional one-year periods
unless the Corporation or the executive gives written notice to the other at
least 90 days prior to the date two years prior to the then scheduled expiration
date. Pursuant to such employment agreements, Messrs. Robert A. Smalley, Robert
A. Smalley, Jr., Randall S. Smalley and Eric R. Bensen will receive during
fiscal 1996 annual salaries of $108,393, $232,950, $232,950 and $164,545,
respectively, plus such bonuses or increases as the Board of Directors may
determine. Each employment agreement generally provides that (i) if the
executive's employment is terminated by the Corporation for any reason other
than death, Disability (as defined) or Cause (as defined), or by the executive
for Good Reason (generally defined as the diminution of the executive's duties
or other breach by the Corporation of the agreement), the executive will
receive, in addition to any base salary, bonus and other compensation accrued
through the date of termination, a lump sum equal to the product of the
executive's then-existing base salary and most recent annual bonus times a
fraction, the numerator of which is the number of days remaining until the then
scheduled expiration date and the denominator of which is 365, and (ii) if the
executive's employment is terminated as a result of his Disability, the
executive will receive in monthly installments for a period of one year 50% of
his base salary in effect on the date of termination. Each employment agreement
also prohibits the executive from directly or indirectly competing with the
Corporation during the term of the agreement and for a period of one year after
termination of his employment, other than a termination by the executive for
Good Reason or a termination by the Corporation without Cause.
The employment agreements also provide for the executive's continued
employment for a period of three years following a Change in Control (as
defined) of the Corporation, and that, following a Change in Control, if the
executive's employment is terminated by the Corporation for any reason other
than death, Disability or Cause, or by the executive for Good Reason, the
executive will receive, in addition to the base salary, bonus and other
compensation accrued through the date of termination, a lump sum cash payment
equal to three times the executive's then-existing base salary and most recent
annual bonus. All of the Corporation's payments to the executives will be
reduced to the extent necessary to avoid the payments being nondeductible
pursuant to Section 280G of the Internal Revenue Code.
Redemption Agreement
During 1984, the Corporation entered into a redemption agreement with Robert
A. Smalley, Chairman, which provides that upon his death and at the request of
his personal representative, the Corporation will purchase up to $1,000,000 of
Common Stock of the Corporation from his estate at the average bid price for the
60-day period prior to his death. The Corporation has funded its obligation by
purchasing a term insurance policy on the life of Robert A. Smalley in the
amount of $1,000,000. The policy premium has been paid for by the Corporation
and the related expenses incurred during the year ended April 30, 1995 were
approximately $40,000.
Ten Year Option Repricings
The following table provides information regarding the repricing of options
held by executive officers and directors of the Corporation in fiscal 1995:
<TABLE>
<CAPTION>
Length of
Number of Market Original
Securities Price of Exercise Option Term
Underlying Stock at Price at New Remaining at
Options Time of Time of Exercise Date of
Name Date Repriced Repricing Repricing Price Repricing
------------------------- ---------- ------------ ----------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Smalley
Chairman of the Board . 10/06/94 60,000 $3.00 $4.75-8.00 $3.00 4-7 years
Randall S. Smalley
President and Chief
Executive Officer ...... 10/06/94 60,000 $3.00 $4.75-8.00 $3.00 4-7 years
Robert A. Smalley, Jr.
Executive Vice
President and Chief
Operating Officer ...... 10/06/94 60,000 $3.00 $4.75-8.00 $3.00 4-7 years
Eric R. Bensen Chief
Financial Officer ....... 10/06/94 60,000 $3.00 $4.75-8.00 $3.00 4-7 years
Fred A. Mudgett Director 10/06/94 25,000 $3.00 $4.75-8.00 $3.00 4-7 years
Dr. Edward R. Annis
Director ............... 10/06/94 25,000 $3.00 $4.75-8.00 $3.00 4-7 years
</TABLE>
AGGREGATED FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning unexercised
stock options held by the named executive officers as of April 30, 1995. No
stock options were exercised by any of the named executive officers during
fiscal 1995.
Value Of Unexercised
In-the-Money Options
Number Of Unexercised Options At April 30,
Name At April 30, 1994(#)(1) 1994($)(2)
---- ----------------------------- --------------------
Randall S. Smalley .... 60,000 $82,500
Robert A. Smalley ...... 60,000 82,500
Robert A. Smalley, Jr. 60,000 82,500
Eric R. Bensen ......... 60,000 82,500
----------
(1) All of the stock options held by the named executive officers at fiscal
year-end were exercisable.
(2) In-the-money stock options are those for which the fair market value of the
underlying stock exceeds the exercise price of the stock option.
Compensation Committee Interlocks and Insider Participation
During fiscal 1995, the Compensation Committee was comprised of Robert A.
Smalley, Robert A. Smalley, Jr., Fred A. Mudgett and Dr. Edward R. Annis.
Messrs. Robert A. Smalley and Robert A. Smalley, Jr. were also executive
officers of the Corporation during fiscal 1995. Messrs. Robert A. Smalley and
Robert A. Smalley, Jr. participated in Compensation Committee deliberations
concerning executive officer compensation, other than deliberations directly
related to their own compensation.
STOCK PERFORMANCE GRAPH
The following graph compares the Corporation's cumulative total shareholder
return on Common Stock with (i) the cumulative total return of the Russell 2000
Index and (ii) the cumulative total return of five companies involved in
Recreational vehicle manufacturing or sales (the "Peer Group") over the period
from May 1, 1990 to April 30, 1995. The companies in the Peer Group are Coachmen
Industries, Inc., Holiday RV Superstores, Inc., Rexhall Industries, Inc., Thor
Industries, Inc. and Winnebago Industries, Inc., The graph assumes an initial
investment of $100 and reinvestment of dividends.
RVR
Cumulative Total Return
---------------------------------------
4/90 4/91 4/92 4/93 4/94 4/95
Cruise America Inc. 100 134 118 108 75 89
PEER GROUP 100 94 126 177 252 220
RUSSELL 2000 100 110 129 150 171 184
APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit and Finance
Committee, has selected KPMG Peat Marwick LLP, independent certified public
accountants, to serve as the Corporation's independent auditors for the fiscal
year ending April 30, 1996. The Board recommends ratification of this
appointment by the shareholders. This firm has served as the Corporation's
auditors for the last eight years. The Corporation has been advised that a
representative of the firm will be present at the Annual Meeting to make a
statement if they so desire to do so and to be available to respond to
appropriate questions from shareholders.
The Board of Directors recommends a vote FOR the ratification of the
appointment of KPMG Peat Marwick LLP, as the Corporation's independent auditors
for fiscal 1996.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Corporation. In addition
to solicitation by mail, proxies may be solicited by telephone, telegraph or
personal interview. Banks, brokerage houses and other institutions, nominees and
fiduciaries will be requested to forward soliciting material to beneficial
owners and to obtain authorization for the execution of proxies. The Corporation
will reimburse such banks, brokerage houses and other institutions, nominees and
fiduciaries for their expenses in forwarding such material, upon request.
Directors, executive officers and regular employees of the Corporation may also
solicit proxies without additional remuneration.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than 10
percent of the Common Stock to file with the Securities and Exchange Commission
the ("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, directors and greater than 10 percent shareholders are
required by SEC regulation to furnish the Corporation with copies of all Section
16(c) forms they file.
To the Corporation's knowledge, based solely on review of the copies of such
reports furnished to the Corporation and representations that no other reports
were required, during the fiscal year ended April 30, 1995, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10
percent shareholders were complied with.
OTHER MATTERS
Management does not know of any matters to be presented at the Annual Meeting
other than those set forth herein. If any other matters properly come before the
Annual Meeting, it is intended that the proxy holders will vote thereon at their
discretion and in accordance with their best judgment. Proposals of shareholders
intended to be presented at the 1996 Annual Meeting must be received at the
principal executive offices of the Corporation, 11 West Hampton Avenue, Mesa,
Arizona 85210, Attention: Corporate Secretary no later than April 14, 1996. The
Corporation's Amended and Restated Bylaws provide that: (i) no person (other
than a person nominated by or on behalf of the Board of Directors) shall be
eligible for election as a director at any shareholders meeting unless a written
request that such person's name be placed in nomination, together with certain
other information including the written consent of the nominee to serve as a
director, is received by the Secretary of the Corporation not later than 120
days prior to the date one year from the date of the immediately preceding
annual meeting; and (ii) no shareholder proposal shall be eligible for
consideration at any annual meeting unless a written request of the
shareholder's intent to bring such business before the annual meeting is
received by the Secretary of the Corporation not later than 120 days prior to
the date one year from the date of the immediately preceding annual meeting.
Sincerely yours,
/s/ Robert A. Smalley
---------------------------
ROBERT A. SMALLEY, Chairman
<PAGE>
CRUISE AMERICA, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF CRUISE AMERICA, INC.
The undersigned hereby appoints Eric R. Bensen and Robert A. Smalley,
Jr., and each of them, proxies for the undersigned, with full power of
substitution to vote all shares of Cruise America, Inc. Common Stock which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders of
Cruise America, Inc., in Mesa, Arizona on Friday, October 6, 1995 at 9:00 A.M.,
or at any adjournment thereof, upon such matters set forth below and described
in the accompanying Proxy Statement and upon such other business as may properly
come before the meeting or any adjournment thereof.
Please mark this Proxy as indicated on reverse to vote on any item. If
you wish to vote in accordance with the Board of Directors recommendations,
please sign on the reverse side; no boxes need to be checked.
(Continued and to be signed on the other side)
FOLD AND DETACH HERE
<PAGE>
Where no voting instructions are given, the shares represented by this
Proxy will be VOTED FOR Items No. 1 and 2.
1. ELECTION OF DIRECTORS
VOTE FOR all nom- VOTE WITHHELD Nominees: Robert A. Smalley, Robert A.
inees listed to from all nominees Smalley, Jr. Randall S. Smalley, Fred
right except vote listed to right A. Midgett, Dr. Edward Annley and Eric
withheld from those R. Bensen.
whose names are
crossed out
2. RATIFICATION OF REAPPOINTMENT OF AUDITORS
FOR AGAINST ABSTAIN
Receipt is hereby acknowledged of the
Notice of Annual Meeting and Proxy
Statement.
Dated: , 1995
----------------------------
----------------------------------------
----------------------------------------
(Signature of Shareholder(s))
IMPORTANT: Please sign exactly as your
name or names appear on this Proxy. When
shares are held jointly, both holders
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such. If the signer is a corporation,
execute in full corporate name by
authorized officer.
PLEASE COMPLETE, SIGN AND DATE THIS
PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
["PLEASE MARK INSIDE BLUE BOXES SO THAT]
[ DATA PROCESSING EQUIPMENT WILL RECORD]
[ YOUR VOTES" ]
FOLD AND DETACH HERE
