Holiday RV Superstores, Inc.
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 1995
AT
ORLANDO, FLORIDA
__________________
To the Stockholders of
HOLIDAY RV SUPERSTORES, INC. April 12, 1995
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Share-
holders of Holiday RV Superstores, Incorporated (the "Company") will
be held at the offices of the Company, Sand Lake West Executive Park,
7851 Greenbriar Parkway, Orlando, Florida 32819, on May 22, 1995 at
10:00 a.m. Eastern Daylight Time, to consider and act upon the fol-
lowing matters:
1. To elect ten (10) directors to serve until the next Annual
Meeting and until their successors have been duly elected and
qualified.
2. To approve the engagement of an accountant as independent Certified
Public Accountant for the Company for the fiscal year ending
October 31, 1995.
3. To transact such other business as may properly come before the
meeting of any adjournment thereof.
Only shareholders of record on the books of the Company at the
close of business on April 5, 1995 will be entitled to notice of and
to vote at the meeting or any adjournment thereof. A list of share-
holders entitled to vote at the meeting may be examined at the executive
offices of the Company at Sand Lake West Executive Park, 7851 Green-
briar Parkway, Orlando, Florida 32819.
By Order of the Board of Directors
Joanne M. Kindlund
Secretary
IMPORTANT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
<PAGE>
Holiday RV Superstores, Incorporated
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
INFORMATION STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
May 22, 1995
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This Information Statement is furnished in connection with
matters to be voted at the Annual Meeting of Shareholders of Holiday
RV Superstores, Incorporated, a Florida Corporation (the "Company")
to be held at 10:00 a.m. (EDT) on Monday, May 22, 1995 at the cor-
porate office, Sand Lake West Executive Park, 7851 Greenbriar Park-
way, Orlando, Florida 32819, and at any and all adjournments thereof
with respect to matters referred to in the accompanying notice The
approximate date of which this Information Statement will first
be sent to the Company's Shareholders is April 20, 1995.
The Common Stock ($.01 par value) is the only outstanding
class of voting securities. Shareholders of record at the close of
business on April 5, 1995, are entitled to notice of the meeting and
to vote at the meeting or any adjournment thereof. At the close of
business on April 5, 1995, the Company had 7,395,700 shares of Common
Stock, par value $.01 per share, outstanding and entitled to vote.
Each share is entitled to one vote.
The presence, in person or by proxy, of the holders of one-
third of the total of the outstanding voting shares is necessary to
constitute a quorum at the Annual Meeting. Approval of the proposals
to be presented at the Annual Meeting will require an affirmative vote
of the holders of a majority of the shares present at the meeting.
Beneficial Security Ownership
The following table sets forth as of April 5, 1995 the number
of shares of the Company's voting securities owned beneficially to the
knowledge of the Company by each beneficial owner of 5% or more of the
Company's Common stock, by each director, nominees for director, and
all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Number of Percentage of
of Beneficial Owner Shares Class
____________________ __________ _____________
<S> <C> <C>
Newton C. Kindlund (1) 2,305,000 30.55%
7851 Greenbriar Parkway
Orlando, Florida 32819
<PAGE>
Joanne M. Kindlund (1) 2,305,000 30.55%
7851 Greenbriar Parkway
Orlando, Florida 32819
W. Hardee McAlhaney 125,000(2) 1.66%
3701 Sedgewick Place
Orlando, Florida 32806
G. Lee FitzGerald 62,500 0.83%
300 Orchard City Drive Suite 234
Campbell, CA 95008
Bruce FitzGerald 62,500 0.83%
300 Orchard City Drive Suite 234
Campbell, CA 95008
Franklin J. Hitt 15,000(3) 0.20%
2348 Hunterfield Road
Maitland, Florida 32751
James P. Williams 11,500(3) 0.15%
615 North Wymore Road
Winter Park, Florida 32789
Lawrence H. Katz 20,000(3) 0.27%
341 N. Maitland Ave Suite 120
Maitland, Florida 32751
Avie N. Abramowitz 10,000(3) 0.13%
401 W. Colonial Drive Suite 801
Orlando, Florida 32804
Paul G. Clubbe 50,000(3) 0.66%
R.R.#4 Stouffville
Ontario, Canada L4A7X5
Roy W. Parker -0- --
455 South Lake Destiny Road
Orlando, Florida 32810
All Directors and Officers
as a group (11 persons) (2)(3) 4,966,500 65.82%
<FN>
(1) Newton C. Kindlund and Joanne M. Kindlund, husband and wife, each
disclaims any right to control the others exercise of shareholder's
rights, with respect to the Shares, including voting the shares of
the Common Stock of the Company set out in the above table.
(2) Includes options exercisable for 125,000 shares of Common Stock
issued under the 1987 Stock Option Plan.
(3) Includes options exercisable for 10,000 shares of Common Stock
granted February 20, 1993.
</TABLE>
Other than Newton C. Kindlund and Joanne M. Kindlund, husband
and wife, the Company has no knowledge of other persons owning 5%
or more of the Company's Common stock as of April 5, 1995.
Committees and Meetings of the Board of Directors
The Board of Directors of the Company held four regularly
scheduled quarterly meetings, and a total of six meetings, includ-
ing committee meetings and the Annual Shareholders Meeting, in
fiscal year ended October 31, 1994. No Directors attended less than
75% of meetings and committee meetings on which they serve during
the fiscal year.
The Board of Directors has established the following
committees: Executive Committee, Nominating Committee, Audit
Committee and Compensation Advisory Committee. During fiscal year
ended October 31, 1994 the Audit Committee held one meeting.
The Executive Committee exercises the powers of the Board
of Directors in the management of the business of the Company during
intervals between meetings of the Board of Directors. The Executive
Committee also functions as a Nominating Committee, and considers
nominees recommended by shareholders or others for election to the
Board of Directors and submits its recommendations to the Board of
Directors from time to time. Shareholders or others may submit,
in writing, the name, address (including zip code), telephone number,
and biographical information of individuals recommended for member-
ship on the Board of Directors by the date for submission of
Shareholder proposals for the 1996 Annual Meeting to any member
of the Nominating Committee at the Executive Offices of the Company
located at Sand Lake Executive Park, 7851 Greenbriar Parkway,
Orlando, Florida 23819.
The Audit Committee, in consultation with financial officers
of the Company and with the independent certified public accountant,
assist in establishing the scope of the annual audit. The Committee
(1) reviews annual and quarterly financial statements, (2) recommends
to the Board of Directors the appointment of the independent certified
public accountant, (3) reviews the Company's annual program of
internal audit staff, (4) reviews programs designed to protect and
maintain the assets of the Company, including insurance and internal
security programs. The Committee reviews the Company's quarterly
financial statements during the Board of Directors regularly scheduled
quarterly meetings. The Committee may also examine and consider
such other matters relating to the financial affairs of the
Company and its subsidiaries as it determines to be desirable.
The Compensation Advisory Committee reviews the
compensation paid by the Company to its personnel, including base
salaries, stock options, retirement benefits and any other employ-
ment benefits, awards options under the Company's 1987 Incentive
Stock Option Plan, and prepares and submits reports and recommenda-
tions to the Company's Board of Directors from time to time, or
whenever called upon by the Board of Directors.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company proposes that ten (10)
nominees, whose names appear below, be elected to serve as Directors
of the Company. Nine (9) of the nominees are Directors of the
Company at present time and were elected in the fiscal year ended
October 31, 1994, by the shareholders of the Company. The tenth
nominee, Mr. G. Lee FitzGerald, is a Director of the Company,
elected to the Board at the regular scheduled quarterly meeting held
August 20, 1994, filling a Board seat created by Board Action Amend-
ing Article III, Section II of the Company By-Laws, changing the
number of Directors from nine (9) to ten (10), at that same meeting.
Directors will hold office until the next Annual Meeting of Share-
holders and until their successors are elected and qualified. The
By-Laws of the Company provide that the Board of Directors shall
consist of ten members. Any vacancy may be filled for the remainder
of the term, which is until the next Annual Meeting of Shareholders.
There is no reason to believe that any nominee will be unable to
serve if elected, and to the knowledge of management all nominees
intend to serve the entire term for which election is sought.
Served as
Director Since
Newton C. Kindlund, 54.......................................1978
Mr. Kindlund and his wife, Joanne M. Kindlund, are co-founders of the
Company. He has served as President and Chairman since its inception
in July 1978. He is a graduate of Michigan State University having
received his BA in 1963. He has done postgraduate studies at the
Wharton School of The University of Pennsylvania, Boston College
and Indiana University. From 1975 to 1977 he was a regional Vice
President of Recreational Vehicle Industry Association, Elkhart,
Indiana. He has served on the Board of Directors of the National
Recreational Vehicle Rental Dealers Association and the Central
Florida World Trade Council. Recently, Mr. Kindlund has served
a four year term as an Executive Board member and on the Executive
Committee of the Greater Orlando Florida Chamber of Commerce.
Mr. Kindlund is a member of the National Dealer Advisory Council
for Airstream, Inc. and is the past Chairman of the Board of Direct-
ors of the Recreational Vehicle Rental Dealers Association (RVRA).
Mr. Kindlund also serves on the Board of Directors of the
Recreational Vehicle Dealers Association (RVDA).
Joanne M. Kindlund, 45......................................1978
Mrs. Kindlund, a co-founder of the Company, has served as Executive
Vice President, Secretary and Treasurer and as a Director since its
inception in July, 1978. She graduated from the University of Florida
in 1971 with a BS Degree in Advertising and has done postgraduate work
at the University of Florida in accounting and finance. From 1984 to
1985, she assisted Gorman Planning and Associates, Virginia Beach,
Virginia with the creation of software managerial systems including
accounting systems and inventory control systems for retail recreat-
ional vehicle sales dealerships. In addition, Mrs. Kindlund is a
licensed Mortgage Broker in the State of Florida.
<PAGE>
W. Hardee McAlhaney, 47......................................1993
Mr. McAlhaney joined the Company as Corporate Comptroller in 1988
and is currently a Vice President and Chief Financial Officer of the
Company. He graduated from the University of Tennessee in 1970 with
a BSBA Degree, and from the University of Florida in 1972 with an
MBA. Mr. McAlhaney served as Chief Financial Officer for two national
retail chains; The Athletic Attic and The Athlete's Foot, prior to
joining Drexel, Burnham, Lambert as an investment consultant.
G. Lee FitzGerald, 37........................................1994
Mr. FitzGerald joined the Company in August, 1994 as President and
Chief Operating Officer of Holiday RV Superstores, West, Inc. He
earned a BSC (cum laude) in 1980, an MBA and a JD from the University
of Santa Clara in 1983. Mr. FitzGerald pursued his law career as a
law clerk for the California Supreme Court, then practiced law as an
associate of Casplar and Bok, San Francisco, from 1983 to 1985. Mr.
FitzGerald joined Venture Out Recreation Vehicles in 1985 as Vice
President of Operations before becoming President in 1987. He
assumed the position of President and Chief Operating Officer of
Holiday RV Superstores West, Inc. in August 1994. Mr. FitzGerald
was honored as Quality Dealer of the Year by the Recreation Vehicle
Dealers Association (RVDA) in 1992 and has served on the Board of
Directors of RVDA since 1991 representing Region 12, California,
Arizona and Nevada. Mr. FitzGerald currently serves as Treasurer
and chairs several committees for RVDA, and is the current President
of the California Recreation Vehicle Dealers Association.
Franklin J. Hitt, 67...........................................1987
Mr. Hitt has served on the Board of Directors of the Company since
August of 1987. He received his MBA in 1966 to complement his BS
in Industrial Management from Ohio State University in 1965. From
1969 to 1982 he was Assistant Professor of Finance at the University
of Central Florida. From 1969 to 1975 he was Assistant Dean of the
College of Business Administration. From 1982 to current date, Mr.
Hitt has been an active real estate broker in Central Florida and
currently is President of Franklin J. Hitt Real Estate Enterprise.
He is a licensed general contractor in the state of Florida.
Lawrence H. Katz, 53...........................................1987
Mr. Katz has served as a Director of the Company since August 1987.
He has practiced law, specializing in corporate, business, tax and
real property since 1969. His firm acts as special counsel to the
Company on SEC and corporate matters. Mr. Katz earned a Juris
Doctorate from Stetson University College of Law 1969. In 1966 he
earned an MBA in General Management to complement his Bachelor of
Science in Chemistry earned in 1963, both from Rollins College.
James P. Williams, 56..........................................1987
Mr. Williams has served on the Board of Directors of the Company
since August of 1987. He received his Bachelor of Science Degree
in Business in 1961 from Stetson University. Mr. Williams, since
graduation from College has been a practicing accountant having
become a Certified Public Accountant in 1967. He is the senior
partner of Williams, Gryzich and Company, CPA's.
<PAGE>
Avie N. Abramowitz, 61........................................1987
Mr. Abramowitz has been a Director of the Company since August of
1987. He received his BS degree from the University of Maryland in
1952. He was a member of the Million Dollar Round Table for 25
years, qualifying for the prestigious Top of the Table in 1985.
From 1957 to current date Mr. Abramowitz has been a life insurance
representative with the Equitable Life Corporation. From college
graduation until 1957, Mr. Abramowitz was active in the citrus
industry. He is also active in international real acquisition
and developments.
Paul G. Clubbe, 53...........................................1987
Mr. Clubbe attended St. Dunstans College, England, Lisgar
Collegiate, Ottawa, Ontario Canada and Pickering College, Toronto,
Ontario Canada. From 1982 to present he has been President and Chief
Executive Officer of Rotex Canada, Inc., of Scarborough, Canada
(a joint venture with P.C.M., Ltd, and International Rotex, Inc.)
manufacturer of label makers, vinyl embossing tape and office
products. From 1963 to 1964 Mr. Clubbe was a sales representative
for Morgan Paper Co. Ltd, Toronto, Canada. He is Chairman of The
Board of Directors of Rotex Canada, Inc., and a member of the
Board of Directors of Flesherton Concrete Products, Inc.,
Paulaurier Sales, Inc. and is active in the international market
of Imports/Exports.
Roy W. Parker, 51............................................1993
Mr. Parker is Chief Executive Office and Owner of Parker Boat
Company, Incorporated, the Sea Ray boat dealer for Orlando, Florida.
Parker Boats was founded in 1927. Mr. Parker joined the business
in 1964, and became the sole owner in 1980. Parker Boats has ranked
consistently as a top 25 dealer in sales nationally for Sea Ray.
Mr. Parker serves as the current President of the Central Florida
Marine Trade Association, and is on the Lakes and Advisory Board
for the City of Maitland, Florida.
<PAGE>
PROPOSAL 2
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANT
The independent public accountant recommended by the
Board of Directors for fiscal year 1995 is the firm of BDO Seidman.
A representative of the firm will be present at the annual
meeting and will have the opportunity to make a statement and respond
to appropriate questions.
ADDITIONAL INFORMATION
Executive Compensation
The table below sets forth the cash compensation including
salaries, bonuses, contributions to retirement plans, premium paid
on health and dental insurance plans and disability insurance plans,
paid by the Company for the years ended October 31, 1994, 1993 and
1992 to, or for the benefit of, each executive officer whose total
annual salary and bonus exceeded $100,000 and the CEO regardless of
compensation level.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
______________________________________________________________________
ANNUAL COMPENSATION LONG TERM COMPENSATION
__________________________ ______________________
Name and
Principal Position Year Salary(1) Bonus Other Awards Payouts Other
<S> <C> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund 1994 $107,087 --- --- --- --- ---
Chairman, President 1993 $106,583 --- --- --- --- ---
and Chief Executive 1992 $107,463 --- --- --- --- ---
Officer
<FN>
(1)Includes contributions by the Company pursuant to an employee
benefit plan established under Section 401(k) of the Internal
Revenue Code in the amounts of $2,746, $4,283 and $1,404 for 1994,
1993 and 1992 respectively.
</TABLE>
Discretionary and Incentive Bonuses
The Board of Directors awards discretionary cash bonuses to
executive officers and other employees each year. Bonuses have been
paid under various informal arrangements that have provided for the
payment of stipulated amounts to certain executive officers ratably
during the fiscal year, fiscal year end bonuses to executive officers
and to marketing and sales support personnel.
<PAGE>
The Company has established an incentive bonus program for
its employees with bonuses generally paid monthly or annually. Bonus-
es are primarily based upon net pre-tax profits from the various
profit centers within each dealership and are contingent upon
continued employment with the company.
Directors Fees
Directors, who are not salaried employees of the Company,
receive $500 for their attendance at each meeting of the Board of
Directors, and annual shareholders' meeting and $175 for their
attendance at each committee meeting . The Directors are reimbursed
for their travel, lodging and food expense incurred when attending
such meetings, if such meetings are held in a location in excess of
twenty-five (25) miles from the principal place of business of the
Director. Directors are also reimbursed for their travel, lodging
and food expenses incurred when traveling on behalf of the Company
when requested to do so by an officer of the Company or by the Board
of Directors.
Directors Options
Each outside Director serving on the Board as of February
20, 1993 was granted an option for 10,000 shares of common stock of
the Company, exercisable after February 19, 1995. The exercise
price was $1.81 per share, the price of the Company's Common stock
at the time of the grant. A total of five (5) options were granted,
one to each of five Directors (total of 50,000 shares).
Venture Out, a California corporation, received from the
Company five (5) options for 25,000 shares each of the Company's
Common stock (total of 125,000 shares) at an exercise price of
$1.70 per share as partial payment for assets purchased by the
Company from Venture Out on August 1, 1994. One of the options
was exercisable as of August 1, 1994, and one of each of the
options becomes exercisable as of August 1st of each of the next
four years. Mr. G. Lee FitzGerald, a Director of the Company,
and an officer of a Company subsidiary, and his brother Bruce M.
FitzGerald, also an officer of the same Company subsidiary, each
owns a 50% interest in Venture Out.
Indemnification
In May 1991, the Company's Shareholders amended the
Company's Articles of Incorporation to provide for the automatic
mandatory indemnification of the Company's Officers and Directors
to the full extent permitted by Florida Law and for the indemnifica-
tion of every Company Employee and Agent upon a vote of its Board
of Directors. Prior to the adoption of such amendment to the
Company's Articles of Incorporation and pursuant to authority then
set forth in its by-laws, and upon authorization 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 attorneys' fees),
judgments, fines, penalties and amounts paid in settlement, actual
and reasonable 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
Statute 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 the Company
to procure a judgment in its favor or in a proceeding by or in
the right of the shareholder of the Company. Further, Florida
Statute Section 607.0831 provides that a Director is 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.
<PAGE>
The indemnification agreements represent an enlargement of the
indemnification rights as specifically set forth in the Florida
Statutes; however, as permitted by Florida Statutes 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 the determination proceedings
in addition to all costs incurred by the person in defending
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 expense (including attorney's fees)
actually and reasonably incurred by them in such actions. However,
the indemnification agreements expand the Indemnitee provisions of
the Florida Statutes as is authorized by such Statutes, 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 that $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 the purposes of the agree-
ments, success on 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 or 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 the Florida Statute Section 607.0830.
Employee Benefit Plans
The Company maintains a tax qualified, integrated Profit
Sharing and 401(k) Employee Investment Plan, ("Plan"). On February
1, 1992, the 401(k) Employee Investment Plan was added to the
Company's existing Profit Sharing Plan. All employees who have
attained 21 years of age and complete one year of service are eligible
to participate in the Plan. Plan participants must complete at least
two (2) years of service to begin partial vesting with total vesting
occurring when a Plan participant has completed six (6) years of service
to the Company. Normal retirement age under the retirement Plan is
65 years. The Plan fiscal year ends October 31st.
In Fiscal 1994 $46,883 was contributed to the Plan for the
<PAGE>
benefit of 74 Plan participants. In Fiscal 1993 $59,659 was contribu-
ted to the Plan for the benefit of 73 Plan participants.
Nationsbank of Florida's Trust Group, (Nationsbank of
Florida, P.O. Box 1469, Tampa, Florida 33601, 813-224-5313), serves as
trustee, fund manager and fund administrator.
The Plan documents provide for contributions at the discretion
of the Board of Directors, to be allocated to each Plan participant in
an amount greater than 10% of each participant's compensation subject to
the annual contribution limitation of the top heavy rules. Under the
Plan, compensation is broadly defined to include wages, salaries, bonuses,
overtime and commissions. Amounts contributed to the Plan by the Company
for the 1994 and 1993 Plan years on behalf of the named individuals in
the Executive Compensation Table of this report are included in said
table.
1987 Incentive Stock Option Plan
In August 1987, the Board of Directors of the Company adopted
the 1987 Incentive Stock Option Plan (the "ISO Plan") which provides
that the Company may grant to officers and managerial employees of
the Company and its subsidiaries incentive stock options. The purpose
of the ISO Plan is to provide the Company with a means of attracting,
retaining and increasing the incentive of officers and managerial
employees by offering them the opportunity to invest in, or increase
their investment in, the Company. Options under the ISO Plan are
designed to qualify under Section 422A of the Internal Revenue Code
of 1986.
The ISO Plan is administered by the Compensation Advisory
Committee of the Board of Directors (the "Committee") which may grant
options to purchase up to an aggregate of 280,000 shares of common
stock. The option exercise price must be at least 100% of the fair
market value per share of common stock on the date of grant, except
that such price must be at least 110% of the fair market value per
share for employees who own more than 10% of the outstanding shares
of the Company. The options are exercisable, as determined by the
Committee, over a period of time, but not more than ten years from
the date of grant and will be subject to such other terms and
conditions as the Committee may determine. Any option granted to an
employee shall lapse following his termination of employment; provided,
however, that in the discretion of the Committee, the employee shall
have up to three (3) months following his termination of employment
to exercise his options and provided, further, that upon the employee's
permanent and total disability, any option granted to him may be
exercised within twelve months following his termination of employment
because of such disability. The ISO Plan provides for certain anti-
dilution adjustments upon the occurrence of certain events.
Five separate options for 25,000 shares each have been
granted to an Officer of the Company, the Vice President and Chief
Financial Officer, Mr. McAlhaney. The options were approved by the
Board of Directors on the following dates and at the following option
exercise prices:
<TABLE>
<CAPTION>
Date Shares Exercise Price
_________________ ______ ______________
<S> <C> <C>
May 23, 1994 25,000 $1.819
February 20, 1993 25,000 $1.813
March 24, 1992 25,000 $1.375
November 17, 1990 25,000 $1.625
May 14, 1990 25,000 $2.500
_______
125,000
</TABLE>
<PAGE>
Bonus Stock
In September 1987, the Company issued 250,000 Shares of
Common Stock to various individuals including officers, directors
and employees of the Company for services rendered. These shares had
certain restrictions and forfeiture provisions attached to them.
Since September 1987, a number of recipients of such shares have
terminated their employment with the Company resulting in their
bonus shares of Common Stock being forfeited to the Company.
After September 1987, the Company made additional awards of bonus
shares to employees' however, no shares in excess of the initial
250,000 shares have been issued since forfeited shares equaled or
exceeded the number of bonus shares issued by the Company to
employees subsequent to such date.
The Company valued the shares initially issued at 50% of
the initial public offering price of its shares of common stock of
$1.25. Shares issued subsequent to September 1987 were valued at
100% of the market value on the day of issue.
The amount of shares awarded and fair market value assigned
to the shares for the last three Fiscal years are as follows:
<TABLE>
<CAPTION>
BONUS STOCK
Fiscal Number Shares Fair Market Value
Year Awarded at time of Award
----------------------------------------------------------
<C> <C> <C>
1994 - 0 - - - -
1993 - 0 - - - -
1992 35,000 $22, 188
---------------------------------------------------------
</TABLE>
The bonus stock awards listed above require a two (2) year
vesting and employment period. As of October 31, 1994, 180,700
shares had been granted pursuant to the plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors Compensation Advisory
Committee membership for Fiscal 1994 included Messrs. Newton C.
Kindlund, Lawrence H. Katz, and James P. Williams. Mr. Kindlund
is the President and Chief Executive Officer of the Company.
<PAGE>
BOARD COMPENSATION ADVISORY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Advisory Committee of the Board of
Directors of Holiday RV Superstores, Inc. consists of two outside
Directors and the Chairman and President. The Committee has the
responsibility to recommend to the Board how to administer the
Company's Incentive Stock Option Plan, awarding of the Company's
bonus shares of Common Stock and determining the compensation of
the Company's three executive officers. This report focuses
primarily on the Company's philosophy with respect to the executive
offices compensation and approach the Committee has taken thus far
and intends to take in the future with respect to relating compensa-
tion to performance of the Company.
From the inception of the Company, its corporate philosophy
concerning compensation has been to minimize guaranteed fixed
compensation, in favor of incentive compensation which increases
when the Company's performance is strong and declines when it is
poor. Incentive compensation, or bonuses tied to prescribed formulas,
is pervasive throughout the Company's managerial structure. Such
bonuses can be as much as 100% or more of any employee's base salary.
Dealership general managers and department managers receive an incentive
bonus based on the profitability of their respective dealerships or
departments. In addition, dealership general managers are paid a year
end bonus based on their respective stores achieving a predetermined
agreed upon annual income target, usually the budgeted net pretax
income for their dealership.
The corporate officers receive a base salary which is
expected to be sufficient to support a reasonable minimal managerial
lifestyle. The President has a guarantee base annual salary of
$102,000. The other two executive officers being the Secretary and
Treasurer and the Vice President and CFO, each receive a base
guaranteed annual salary of $75,000. There is also an incentive
quarterly bonus for the Vice President and CFO, based on the Company's
net pretax income. The President and Secretary and Treasurer elected
not to accept any incentive compensation offered by the Committee
being the two principal shareholders of the Company's common stock
and their desire to minimize the Company's executive officers
compensation expense.
The Board of Directors has viewed its incentive stock option
program as providing its executive officers, who have the greatest
degree of control over the Company's marketing, cost control and
long range planning, with the opportunity to receive additional
compensation if the price of the Company's common stock appreciates
significantly over the long term.
To date, the Board of Directors has awarded only the Vice
President and CFO of the Company five (5) incentive stock options,
one for each year of employment with the Company, under the Company's
Incentive Stock Option Plan. Each option exercise price was at 100%
of the fair market value per share of the common stock on the date
of grant. These awards are at the discretion of the Board of
Directors based upon the recommendation of the Committee and are
determined on an annual basis.
The Board of Directors has viewed its awarding of the
Company's bonus stock as a means to help recipients of the stock to
<PAGE>
focus on the performance of its common stock and afford it's bonus
stock recipients the opportunity for financial rewards as the stock
appreciates. To date, the Committee has awarded in excess of
200,000 shares of bonus stock to more than forty recipients.
The Committee's role will be to continue to recommend to
the Board how to administer both the Incentive Stock Option Plan and
the Bonus Stock Plan, to determined participants and recommend to the
Board of Directors awards, in all cases based on recommendations from
the executive management of the Company. The Committee will period-
ically review the various compensation plans to insure the plans are
consistent with the company's overall philosophy and to continue to
make recommendations to the Board of Directors on such plans. The
Committee will focus primarily on the Company's executive officers
compensation plans, leaving the compensation of the store managerial
personnel to the executive officers of the company.
April 1, 1995
Newton C. Kindlund
Lawrence H. Katz
James P. Williams
<PAGE>
Cumulative Total Shareholder Return
The cumulative total shareholder return performance graph as
of October 31, 1990, 1991, 1992, 1993, and 1994 for the Company, the
S&P 500 Index, and for the Company's peer group, is submitted as
Exhibit A of this information statement.
Certain Relationships and Related Transactions
In November 1994, the Company renewed a five year lease
agreement with Newton C. Kindlund and Joanne M. Kindlund, husband and
wife, its principal stockholders, officers, and directors, whereby
the Company leases the real property upon which its dealership is
located in Orlando, Florida. The annual rent is currently $144,000 and,
in addition thereto, the Company pays the real estate taxes, insures
the interest of Mr. and Mrs. Kindlund against casualty loss, pays for
all repairs to the property and names Mr. and Mrs. Kindlund as
co-insured under its general liability insurance policy. The lease
provides for a cost of living increase for each year of the lease
beginning with the second lease year. The term of the lease agreement
expires on October 31, 1999. In fiscal year 1994, the Company paid to
Mr. and Mrs. Kindlund $144,000 for the use of these premises.
In August, 1994, the Company agreed to a sublease , as part
of the asset purchase from Venture Out, whereby the Company subleases
from Venture Out real property upon which its dealership is located
in Roseville, California. The annual rent is currently $192,000 and,
in addition thereto, the Company pays the real estate taxes, insures
the interest of Venture Out against casualty loss, pays all the repair
to the property and names Venture Out as co-insured under its general
liability policy. The term of the lease agreement expires July 31,
1999. The lease provides for three (3) option periods of five (5)
years each, by which the Company can extend the lease with a cost
of living adjustment annually to the rent. In Fiscal year 1994, the
Company paid to Venture out $48,000 for the use of these premises.
Mr. G. Lee FitzGerald, a Director of the Company and an officer of a
Company subsidiary, and his brother Bruce M. FitzGerald, an officer
of the same subsidiary, each own a 50% interest in Venture Out.
Messrs. FitzGerald also each own a 33% interest in Venture Out
Properties, a California limited partnership, and the lessor of the
real property to Venture Out.
Based on current market rates for properties similar to
those listed above, transactions with Mr. and Mrs. Kindlund related
to the lease for the Orlando property, and with Venture Out relating
to the lease for the Roseville property, were on terms comparable to
those which would have been reached with unaffiliated parties.
Since 1987, Lawrence H. Katz, a Director of the Company has
served as special counsel to the Company on corporate and SEC matters
as a senior partner of Katz, Jaeger and Blankner. Since 1993 Mr. Katz
continued his services to the Company representing the firm of
Lawrence H. Katz, Attorney At Law.
<PAGE>
Other business which may properly come before the Meeting
The Board of Directors of the Company knows of no business which
comes before the meeting except that indicated above. However,
if other business is brought before the meeting, it will be acted
upon accordingly.
Date for submission of Shareholders proposals for 1996 Annual Meeting
Shareholder proposals, in order to be timely submitted for inclusion
in the information statement or proxy materials for the 1996 annual
meeting of shareholders, must be received at the Company's executive
offices by December 31, 1995.
A COPY OF THE COMPANY'S 1994 ANNUAL REPORT (FORM 10-K) AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, MAY BE OBTAINED BY SHAREHOLDERS
WITHOUT CHARGE BY WRITING TO:
Director, Shareholder's Relations
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
Financial Statements are also on file with the Securities and Exchange
Commission, Washington D.C. and NASDAQ, 1735 K Street N.W., Washington
D.C. 20006.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
By Order of the Board of Directors
Joanne M. Kindlund
Secretary
<PAGE>
Exhibit A
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
BASE
PERIOD
1989 1990 1991 1992 1993 1994
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
HOLIDAY RV SUPERSTORES, INC. 100.0 46.4 36.6 37.5 67.7 42.9
STANDARD & POOR'S 500 INDEX 100.0 92.5 123.5 135.8 156.1 162.4
MARKET CAP PEER GROUP 100.0 45.5 44.8 39.2 113.0 111.7
</TABLE>
The performance graph above illustrates the cumulative yearly
shareholder return for the past five years, assuming a $100 investment
on October 31, 1989, in (1) the Company; (2) The Standard and Poor's
500 composite index, assuming reinvestment of dividends; (3) a Company
determined Market Capitalization Peer Group composite index, assuming
reinvestment of dividends.
The Peer Group consist of twenty publicly owned retail companies
with similar market capitalization as Holiday RV Superstores, Inc., whose
common stocks are traded on exchanges. The market capitalization criteria
in determining a peer group was selected by the Company for shareholder
return comparative purposes, as there is no published industry or line-of-
business index comparable to the industry or line-of-business as that of the
company.
The peer group consist of the following companies: Audio King Corp.
Brendles Inc., Chariot Entmt. (name change in 1994 from Eagle Holding Inc.),
Evans Inc., FFP Partners LP-CL, A., Foodarama Supermarkets, Harold's Stores
Inc., Hills Department Stores Inc., Holiday RV Superstores, Inc., Huffman
Koos Inc., Michaels (J.) Inc., Pubco Corp., Seaway Food Town Inc., Sound
Advice Inc., Spec's Music Inc., Strober Organization Inc., Sunshine-Jr Stores,
Uni-Marts Inc. CL A, Village Super Market CL A, Warehhouse Club, Inc. were
excluded from the 1994 calculation due to no stock price available as of
October 31, 1994 for either Company.
