<PAGE> 1
As filed with the Securities and Exchange Commission
Registration No. 33-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOLIDAY RV SUPERSTORES, INCORPORATED
-------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THIS CHARTER)
FLORIDA 59-1834763
- ------------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
SAND LAKE WEST EXECUTIVE PARK
-----------------------------
7851 GREENBRIAR PARKWAY, ORLANDO, FLORIDA 32819
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(Address of Principal Offices) (Zip Code)
OUTSIDE DIRECTORS STOCK OPTION PLAN AND EMPLOYEE 1987
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INCENTIVE STOCK OPTION PLAN
---------------------------
(FULL TITLE OF THE PLAN)
NEWTON C. KINDLUND, PRESIDENT, HOLIDAY RV SUPERSTORES, INCORPORATED,
--------------------------------------------------------------------
SAND LAKE WEST EXECUTIVE PARK, 7851 GREENBRIAR PARKWAY,
-------------------------------------------------------
ORLANDO, FLORIDA 32819
----------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(407) 363-9211
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
------------------------------
Copy to:
Lawrence H. Katz
Attorney at Law
341 N. Maitland Ave., Ste. 120
Maitland, Fl. 32751
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Amount Proposed Proposed Amount
Class of to be Maximum Maximum of
Securities Registered Offering Aggregate Registration
to be Registered Price Per Offering Fee
Share Price
- ---------------- ---------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 175,000 Shares $1.822(1) $318,925 $109.98
(Par Value $.01)
TOTAL: 175,000 Shares $109.98
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1) the aggregate offering price
and the fee have been computed upon the basis of the price at which the options
may be exercised. The offering price per share set forth for such shares is
the weighted average exercise price per share at which such options are
exercisable.
<PAGE> 3
Holiday RV Superstores, Incorporated
------------------------------------
Cross Reference Sheet Pursuant to Regulation
--------------------------------------------
S-K, Item 501(b)
----------------
<TABLE>
<CAPTION>
S-8 Item No. and Caption Prospectus
- ----------------------------------------- -----------------------
<S> <C>
1.(a) General Plan Information Cover of Prospectus
1.(b) Securities to be Offered Cover of Prospectus
1.(c) Employees Who May Participate Cover of Prospectus
in the Plan
1.(d) Purchase of Securities Cover of Prospectus
Pursuant to the Plan and
Payment for Securities Offered
1.(e) Resale Restrictions Not Applicable
1.(f) Tax Effects of Plan Participants Not Applicable
1.(g) Investment of Funds Not Applicable
1.(h) Withdrawal From the Plan; Not Applicable
Assignment of Interest
1.(i) Forfeitures and Penalties Not Applicable
1.(j) Charges and Deductions, Not Applicable
and Liens Therefore
2. Registrant Information and Available Information and
Employee Plan Annual Information Incorporation of Documents
by Reference
3. Incorporation of Documents by Incorporation of Documents
Reference by Reference
4. Description of Securities Description of Securities
5. Interests of Named Experts and Interests of Named Experts
Counsel and Counsel
6. Indemnification of Directors Indemnification of Directors
and Officers and Officers
7. Exemption from Registration Not Applicable
Claimed
</TABLE>
<PAGE> 4
Prospectus
175,000 Shares
Common Stock, $.01 par Value
Holiday RV Superstores, Incorporated
------------------------------------
This Prospectus relates to 175,000 Shares of Common Stock of Holiday
RV Superstores, Incorporated, a Florida Corporation (the "Company") registered
hereunder 50,000 of which shares are being offered to five of the Company's
Outside Directors pursuant to options granted to them in February, 1993, under
the Outside Directors Stock Option Plan and 125,000 of which shares are being
offered to the Company's Director, Vice President and Chief Financial Officer
pursuant to options granted to him in each of the last five (5) years under the
Company's 1987 Incentive Stock Option Plan ("Plan"). The Directors' options
must be exercised by February, 2003, otherwise the option will expire. Options
granted under the Plan lapse ten (10) years after the date of grant if not
exercised, or upon termination of employment or three (3) months thereafter if
approved by the Plan Administrator; provided, if termination of employment was
attributable to Employee's permanent total disability any option granted to him
may be exercised within twelve (12) months following his termination for such
disability. Options under the Plan are designed to qualify under Section 422A
of the Internal Revenue Code of 1986. The Plan is administered by the
Compensation Advisory Committee of the Company's Board of Directors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 12, 1995.
<PAGE> 5
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the rules and regulations of the Commission and the instructions to Form
S-8, such documents are not being filed with the Commission either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
<PAGE> 6
PART II
Information Required in the Registration Statement
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement, and made a part hereof:
(a) The Registrant's latest Annual Report on Form 10-K, for the
fiscal year ended October 31, 1994, and its Quarterly Reports
on Form 10-Q for the three month periods ended January 31,
1995, April 30, 1995, and July 31, 1995, filed pursuant to
Section 13(a) or 15(d) of the Securities Act of 1934, as
amended (the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's document referred to in
Subparagraph (a) above.
(c) The description of Securities of the Registrant offered
hereunder is contained in the Registrant's Registration
Statement under the Exchange Act on Form 8-A, file No. 0-16448
filed on September 14, 1987, and effective on October 27,
1987, incorporating by reference, the description of
securities contained under the caption Description of
Securities on Page 26 of the Registrant's final Prospectus
dated October 22, 1987, included in its Registration Statement
on Form S-18, File No. 33-17190-A, filed on September 14,
1987, as amended by Amendment filed on October 8, 1987, and
declared effective on October 27, 1987. A Specimen copy of
the form of Common Stock Certificate was filed as Exhibit 4(a)
to Registrant's aforesaid Registration Statement on Form S-18
and the Certificate of Incorporation, as amended and the
Bylaws, as amended, were filed as Exhibits 3(a), 3(b), 3(c),
and 3(d), respectively, to Registrant's aforesaid Registration
Statement on Form S-18.
All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15 (d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
<PAGE> 7
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Lawrence H. Katz, counsel for the Registrant has been a Director of
the Company since August, 1987. Mr. Katz has an option to purchase 10,000 of
the Company's shares being registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide for the automatic
mandatory indemnification of the Company's Officers and Directors to the full
extent permitted by Florida Law and for the indemnification of every Company
Employee and Agent upon a vote of its Board of Directors. The Company executed
indemnification agreements with its Officers and Directors in November, 1990,
which agreements were ratified by the Shareholders in May 1991.
Under such indemnification agreements, indemnification of the
Company's Officers and Directors extends to any and all costs and expenses
(including trial, appellate and other attorney's fees), judgments, fines,
penalties and amounts paid in settlement, actually and reasonably incurred by
the Indemnitee in connection with any such action. Indemnification is
available in any action unless a judgment (after exhaustion of all appeals) or
other final adjudication determines that the Indemnitee's actions, or omissions
to act, were material to the cause of action so adjudicated and constitute; (i)
a violation of criminal law, unless the Indemnitee had reasonable cause to
believe his conduct was lawful; or, had no reasonable cause to believe his
conduct was unlawful;(ii) a transaction from which the Indemnitee received an
improper personal benefit within the meaning of Florida Statute Section
607.0850(7)(b); (iii) in the case of a Director, circumstances under which the
liability provisions of Florida Statue Section 607.0834, concerning unlawful
distributions made by the Company are applicable; or, (iv) willful misconduct
or a conscious disregard for the best interest of the Company in a proceeding
by or in the right of the Company to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder of the Company. Further,
Florida Statue Section 607.0831 provides that a Director in not personally
liable for monetary damages to the Company or any other person for any
statement, vote, decision, or failure to act, regarding Company management or
policy unless the Director breached or failed to perform his duties as
Director; and, the Director's breach or failure to perform his duties
constitutes an act within the meaning of the aforesaid clauses (i)-(iv),
inclusive.
The indemnification agreements represent an enlargement of the
indemnification
<PAGE> 8
rights as specifically set forth in the Florida Statues; however, as permitted
by Florida Statues, because the agreements provide that in all proceedings to
determine whether an individual is entitled to indemnification, the persons
making such determination shall presume that such entitlement exists and the
Company has the burden of proof that the indemnification is not available.
Regardless of whether a person is ultimately found to be entitled to
indemnification, the Company is responsible for all costs incurred by such
person in defending in the original action.
Further, the indemnification agreements' provisions, being similar to
Florida Statutory Law, require indemnification of Officers and Directors if
such persons have been successful on the merits or otherwise in the defense of
any action, the Company being required to indemnify such persons against
expenses (including attorneys' fees) actually and reasonably incurred by them
in such actions. However, the indemnification agreements expand the indemnitee
provisions of the Florida Statues as is authorized by such Statues, by
expressly defining the term "successful on the merits or otherwise" to include,
among other things, terminations of actions on procedural grounds (e.g., the
statute of limitations or disqualification of the plaintiff). The agreement
also provides that settlements with a cost to the Indemnitee of less than
$15,000.00 and the failure to bring actions within a specified period of time
after the making of any claim or threat of an action will constitute, for
purposes of the agreements, success on the merits or otherwise. Further, the
indemnification agreements provide that persons will be deemed to have
satisfied the requisite standard of care for indemnification if their actions
were based on (i) financial statements, books of account or other records of
the Company; (ii) information supplied to them by the Officers of the Company
or another enterprise in the course of their duties; or, (iii) advice of legal
counsel, outside accountants or appraisers. This provision of the
indemnification agreement is comparable to that found in Florida Statute
Section 607.0830.
The registrant carries directors' and officers' liability insurance
policies under which all of the directors and executive officers of registrant
are insured against loss imposed upon them with respect to their legal
liability for breach of their duty to registrant. Excluded from coverage under
said policy are fines and penalties imposed by law upon such directors and
officers or other matters which may be deemed uninsurable such as material acts
of active and deliberate dishonesty committed by the insureds with actual
dishonest purpose and intent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See - Exhibits and Exhibit Index following the Signature Page hereof.
<PAGE> 9
ITEM 9. UNDERTAKINGS.
The Undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and,
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) of this paragraph do not apply
if the information required to be included in a post-effective amendment by
these paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of
<PAGE> 10
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on the 12th
day of October, 1995.
HOLIDAY R.V. SUPERSTORES, INCORPORATED
By: /s/ Newton C. Kindlund
-----------------------------
Newton C. Kindlund, President
POWER OF ATTORNEY
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Newton C. Kindlund, and W. Hardee
McAlhaney, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing) to sign any and all amendments (including
post-effective amendments and amendments thereto) to this Registration
Statement on Form S-8 of Holiday RV Superstores, Incorporated, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C>
/s/ Newton C. Kindlund Chairman of the Board of Directors, October 12, 1995
- --------------------------- President, Chief Executive Officer
Newton C. Kindlund (Principal Executive Officer)
/s/ W. Hardee McAlhaney Director, Vice-President, Chief October 12, 1995
- --------------------------- Financial Officer,(Principal Financial
W. Hardee McAlhaney Officer and Principal Accounting Officer)
/s/ Joanne M. Kindlund Director, Vice President, Secretary, October 12, 1995
- --------------------------- Treasurer
Joanne M. Kindlund
Director
- ---------------------------
Franklin J. Hitt
/s/ Avie N. Abramowitz Director October 12, 1995
- ---------------------------
Avie N. Abramowitz
Director
- ---------------------------
Paul G. Clubbe
Director
- ---------------------------
Roy W. Parker
/s/ James P. Williams Director October 12, 1995
- ---------------------------
James P. Williams
Director
- ---------------------------
G. Lee Fitzgerald
/s/ Lawrence H. Katz Director October 12, 1995
- ----------------------------
Lawrence H. Katz
</TABLE>
<PAGE> 13
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOLIDAY RV SUPERSTORES, INCORPORATED
------------------------------------
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
<S> <C> <C>
4 INSTRUMENTS DEFINING RIGHTS INCORPORATED BY REFERENCE
OF SECURITIES HOLDERS FROM FORM S-18 and 8-A ON FILE
WITH COMMISSION (SEC File No. 0-
16448
5 OPINION RE: LEGALITY
15 LETTER ON UNAUDITED INCORPORATED BY REFERENCE
INTERIM FINANCIAL FROM FORM 10-K AND OTHER
INFORMATION '34 ACT FILINGS
23 CONSENTS OF EXPERTS AND
COUNSEL
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION RE: LEGALITY
<PAGE> 2
LAWRENCE H. KATZ
ATTORNEY AT LAW
SUITE 120
341 NORTH MAITLAND AVENUE
MAITLAND, FLORIDA 32751
(407) 539-1811
(407) 539-1466 FAX
October 12, 1995
Holiday RV Superstores, Incorporated
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
Re: SEC Registration Statement on Form S-8
Gentlemen:
I have been engaged as counsel for Holiday RV Superstores,
Incorporated, a Florida corporation ("Company) in connection with its proposed
public offering under the Securities Act of 1933, as amended ("the Act"), of
One Hundred Seventy-Five Thousand (175,000) Shares of its $.01 par value
Common Stock which are to be issued upon the exercise of Directors' Options and
options under the Employee 1987 Incentive Stock Option Plan, by a filing of a
Registration Statement under Form S-8 to which this opinion is a part, to be
filed with the Securities and Exchange Commission ("Commission").
In connection with rendering my opinion as set forth below, I have
reviewed and examined originals or copies identified to my satisfaction of the
following:
(1) Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Florida on July 24, 1978.
(2) Amendment to Certificate of Incorporation of the Company as
filed with the Secretary of State of the State of Florida on
September, 1987 and May, 1991.
(3) By-laws of the Company.
(4) Corporate Minutes dated February 20, 1993.
(5) 1987 Incentive Stock Option Plan dated August, 1987.
<PAGE> 3
Holiday RV Superstores, Incorporated
Page -2-
(6) The Registration Statements on Form S-18 and Form 8-A and
exhibits thereto as filed with the Commission.
I have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as I have deemed necessary or
appropriate under the circumstances. In connection with rendering this
opinion, I have reviewed such statutes and judicial precedents as I have deemed
relevant and necessary. In my examination, I have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity with the original
documents of all documents submitted to me as certified or photostatic copies,
and the authenticity of the originals of such copies. I have further assumed
that the recipient of shares of Common Stock and/or options under the subject
plans will have paid the consideration required under the terms of such plans
prior to the issuance of such shares.
Based upon the foregoing and in reliance thereof, it is my opinion
that, subject to the limitations set forth herein and the provisions of the
Directors' Options and 1987 Incentive Stock Option Plan, the shares of Common
Stock to be issued upon exercise of the Options, upon due exercise in the
manner contemplated, receipt of full payment, issuance and delivery in
accordance with the terms of the option provided for in said Plans covered by
such Registration Statement, will be duly and validly authorized, legally
issued, fully paid and nonassessable. This opinion is expressly limited in
scope to the shares enumerated herein which are to be expressly covered by the
referenced Registration Statement and does not cover subsequent issuances of
shares pursuant to the subject Plans, if any. Such transactions are required to
be included in either a new Registration Statement or a Post-Effective
Amendment to the Registration Statement including updated Opinions concerning
the validity of the issuance of such shares.
This opinion is limited to the laws of the State of Florida, in
particular the Florida Business Corporation Act, and I express no opinion with
respect to the laws of any other jurisdiction. I consent to you filing this
opinion with the Securities and Exchange Commission as an Exhibit to the
Registration Statement on Form S-8. This opinion is not to be used,
circulated, quoted or otherwise referred to for any
<PAGE> 4
Holiday RV Superstores, Incorporated
Page -3-
other purpose without my prior written consent. This opinion is based upon my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which come to my attention
hereafter.
Yours very truly,
/s/ Lawrence H. Katz
--------------------
Lawrence H. Katz
LHK/rb
<PAGE> 1
EXHIBIT 23
CONSENTS OF EXPERTS
AND COUNSEL
<PAGE> 2
CONSENT OF COUNSEL
Lawrence H. Katz, Attorney at Law, hereby consents to the filing of the Opinion
dated October 12, 1995, issued to Holiday RV Superstores, Incorporated as an
Exhibit to the Registration Statement on Form S-8.
/s/ Lawrence H. Katz
--------------------------------
Lawrence H. Katz
<PAGE> 3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Holiday RV Superstore, Incorporated
Orlando, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated December
22, 1994, relating to the consolidated financial statements of Holiday RV
Superstore, Incorporated, appearing in the Company's Annual Report on Form 10-K
for the year ended October 31, 1994.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
--------------------
BDO Seidman, LLP
Orlando, Florida
October 9, 19951
