Holiday RV Superstores, Incorporated
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 1996
AT
ORLANDO, FLORIDA
______________________
April 10, 1996
To the Stockholders of
HOLIDAY RV SUPERSTORES, INC.
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders 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 20, 1996, AT 10:00 a.m. Eastern
Daylight Time, to consider and act upon the following matters:
1. To elect seven (7) 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 Accountants for the Company for the fiscal year
ending October 31, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only Shareholders of record on the books of the Company at the close
of business on April 3, 1996, will be entitled to notice of and to vote
at the meeting or any adjournment thereof. A list of shareholders
entitled to vote at the meeting may be examined at the executive offices
of the Corporation at Sand Lake West Executive Park, 7851 Greenbriar
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 20, 1996
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 20, 1996, at the corporate office, Sand Lake West
Executive Park, 7851 Greenbriar Parkway, Orlando, Florida 32819, and at any
and all adjournments thereof with respect to matters referred to in the
accompanying notice. The approximate date on which this Information Statement
will first be sent to the Company's Shareholders is April 15, 1996.
The Common Stock ($.01 par value) is the only outstanding class of voting
securities. Shareholders of record at the close of business on April 3, 1996,
the Company had 7,449,700 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 3, 1996, 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 Percentage
of Beneficial Owner of Shares of Class
- ----------------------- ---------- ----------
<S> <C> <C>
Newton C. Kindlund (1) 2,255,640 30.3%
7851 Greenbriar Parkway
Orlando, Florida 32819
Joanne M. Kindlund (1) 2,255,640 30.3%
7851 Greenbriar Parkway
Orlando, Florida 32819
W. Hardee McAlhaney 105,000(2) 1.4%
3701 Sedgewick Place
Orlando, Florida 32806
<PAGE>
Franklin J. Hitt 15,000(3) *
2348 Hunterfield Road
Maitland, Florida 32751
James P. Williams 11,500(3) *
615 North Wymore Road
Winter Park, Florida 32789
Lawrence H. Katz 10,000(3) *
Suite 120, 341 North Maitland Avenue
Maitland, Florida 32751
Avie N. Abramowitz 10,000(3) *
Suite 801, 401 West Colonial Drive
Maitland, Florida 32751
Paul G. Clubbe 57,000(3) *
R.R. #4 Stouffville
Ontario, Canada L4A 7X5
Roy W. Parker -0- *
455 South Lake Destiny Road
Orlando, Florida 32810
Harvey M. Alper 1,500 *
112 W. Citrus Street
Altamonte Springs, Florida 32714
All Directors, Nominees and
Officers as _____________ _____________
a group (10 persons) (2)(3) 4,721,280 63.36%
<FN>
(1) Newton C. Kindlund and Joanne M. Kindlund, husband and wife, each
disclaim any right to control the other's exercise of shareholders
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 100,000 shares of Common Stock issued
under the 1987 Incentive Stock option Plan.
(3) Includes options exercisable for 10,000 shares of Common Stock
underlying an option granted February 20, 1993. A total of five (5)
options, each for 10,000 shares (50,000 total shares), were granted to
five Directors of the Company.
* Less than 1% of Class
</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 3, 1996.
<PAGE>
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, including committee meetings
and the Annual Shareholders Meeting, in fiscal year ended October 31, 1995.
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, 1995, 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 recommend for
membership 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 32819.
The Audit Committee, in consultation with financial officers of the
Company and with the independent certified public accountants, 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 independent certified public accountants, (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 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 personnel affairs of the
Company and the compensation paid by the Company to its personnel, including
recruitment, salaries, stock options, retirement benefits, and any other
employment benefits, award options under the Company's 1987 Incentive Stock
Option Plan, and prepares and submits reports and recommendations 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 seven (7) nominees,
whose names appear below, be elected to serve as directors of the Company.
Six (6) of the nominees are directors of the Company at the present time and
were elected in the fiscal year ended October 31, 1995, by the shareholders
of the Company. Mr. Alper, a nominee, is not presently a member of the Board.
Directors will hold office until the next Annual Meeting of Shareholders 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. However,
the Board of Directors desires to reduce the number of Directors to seven to
make the Board more effective. Shareholder voting at the meeting cannot vote
for more than seven (7) nominees. Any vacancy created by the resignation of a
Director 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, 55.............................................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 B.A. 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 was founder of the Florida RV
Trade Association and 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. Currently Mr. Kindlund is a member
of the National Dealer Advisory Council for Airstream, Inc. and is past
Chairman of the Board of Directors of the Recreational Vehicle Rental
Dealers Association. Mr. Kindlund was recognized as the RV News RV
Executive of the Year for 1995.
Joanne M. Kindlund, 46..............................................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 B.S. 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 recreational vehicle sales
dealerships.
W. Hardee McAlhaney, 48..............................................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 B.S.B.A. Degree,
and from the University of Florida in 1972 with an M.B.A. 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. In 1988, Mr. McAlhaney was an
independent retail consultant prior to joining the Company.
<PAGE>
James P. Williams, 57.................................................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, C.P.A.s.
Paul G. Clubbe, 54....................................................1987
Mr. Clubbe attended St. Dunstans College, England, Lisgar Collegiate,
Ottawa, Ontario Canada an Pickering College, Toronto, Ontario Canada.
From 1982 to 1995 Mr. Clubbe served as Executive Officer of Rotex Canada,
Inc., of Scarborough, Canada. From 1963 to 1964 Mr. Clubbe was a sales
representative for Morgan Paper Co., Ltd., Toronto, Canada. He is
President of Paul Clubbe (Marketing) Limited and a member of the Board of
Directors of Flesherton Concrete Products, Inc., Paulaurier Sales, Inc.
Roy W. Parker, 52 ...................................................1993
Mr. Roy Parker is Chief Executive Officer 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 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.
Harvey M. Alper, 49..................................................n/a
Mr. Alper is a partner of the law firm, Massey Alper and Walden, P.A.,
Altamonte Springs, Florida. He earned his B.S.J.M. degree (1968) and his
JD (1971) from the University of Florida and has continued his
professional education with several certifications including a
certificate in" Comparative Law from Oxford University in 1979. Mr.
Alper has been engaged in the private practice of law since 1972, after
serving as Assistant General Counsel for the City of Jacksonville,
Florida.
<PAGE>
PROPOSAL 2
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANT
The independent public accountant recommended by the Board of Directors
for fiscal year 1996 is the firm of BDO Seidman.
A representative of the firm will be present at the annual meeting with
the opportunity to make a statement and will respond to appropriate questions.
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, 1995, 1994, and 1993, to, or for the benefit of, each
executive officer whose aggregate cash compensation by the Company exceeded
$100,000 for the Fiscal year ended October 31, 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
____________________________________________________________________________
Long-Term
Annual Compensation
Compensation _______________________
Awards Awards
_________________________ ________________
Name and Restricted Stock
Principal Position Year Salary (1) Bonus(2)Other Stock Options(3)Other(4)
<S> <C> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund 1995 $108,364 --- --- --- --- ---
Chairman, President 1994 $107,146 --- --- --- --- ---
Chief Executive 1993 $106,583 --- --- --- --- ---
Officer
W. Hardee McAlhaney 1995 $83,204 $63,617 --- --- --- $587
Vice President 1994 $79,341 $17,354 --- --- $25,000 $832
Chief Financial 1993 $81,501 $36,927 --- --- $25,000 $832
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 $3,964, $2,746 and $4,283 for Mr. Kindlund for 1995, 1994 and
1993 respectively, and $5,803, $2,780 and $4,678 for Mr. McAlhaney for
1995,1994 and 1993 respectively.
(2) Mr. McAlhaney's bonus is based on the Company's net income before taxes.
(3) One (1) option each year for 25,000 shares of common each.
(4) The Company pays the premiums on two (2) term life insurance policies
for Mr. McAlhaney whose sole beneficiary is designated by the insured. The
policies have no cash surrender value provisions.
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning stock option grants
made in the fiscal year ended October 31, 1995, to the individuals named in
the Summary Compensation Table. There were no grants of options or SARs to
said individuals during the year.
<TABLE>
<CAPTION>
Individual Grants
------------------------------- Potential Realizable Value at
Number of % of Total Assume Annual Rates of Stock
Securities Options Exercise Price Appreciation for Option
Underlying Granted to or Base Expire-
Options Employee Price ation Term
Name Granted (#) In FY ($/sh) Date ----------------------------
5% ($) 10 ($)
- --------- ---------- -------- ------ ----- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Newton C.
Kindlund --- --- --- --- --- ---
W. Hardee
McAlhaney --- --- --- --- --- ---
_____________________________________________________________________________
<S>
</TABLE>
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
The following table sets forth information concerning the number and value
realized as to options exercised during Fiscal 1995 and options held at
October 31, 1995, by the individuals named in the summary Compensation Table
and the value of those options held at such date. There were no options
exercised during Fiscal 1995 and no SARs were held at year end.
<TABLE>
<CAPTION>
Number of Securities Value of unexercised
Shares Value Underlying Unexercised In-The-Money Options
Acquired on Realized Options at FY-End (#) FY-End($)(1)
Exercise (#) $ Exercisable Unexer- Exercisable Unexer-
Name cisable cisable
- ------- ------------ -------- ----------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Newton C.
Kindlund --- --- --- --- --- ---
W. Hardee
McAlhaney --- --- 100,000 25,000 117,188 29,525
<FN>
(1) Based on a price of $3.00 per share, being the closing price of Common
Stock on October 31, 1995.
</TABLE>
<PAGE>
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 certain executive officers and to marketing
and sales support personnel.
The Company has established an incentive bonus program for its employees
with bonuses generally paid monthly or annually. Bonuses are primarily based
upon net pre tax profits from the various profit centers within each
dealership and is contingent upon continued employment with the company.
Directors Fees
Directors, who are not salaried employees of the Company, receive $500 for
<PAGE>
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 Company in Orlando, Florida. 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).
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 indemnification 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 of
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, 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 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 a
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.
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 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
<PAGE>
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 than $15,000.00 and the allure 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 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 Florida Statute Section 607.0830.
Employee Benefit Plans
The Company maintains a tax qualified, integrated Profit Sharing and
401(k) Employee Investment Plan,(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 1995 $94,204 was contributed to the Plan for the benefit of 113
Plan participants. In Fiscal 1994 $46,883 was contributed to the Plan for
the benefit of 74 Plan participants.
Nations Bank of Florida's Trust Group, (Nations Bank of Florida, P.O. Box
1469, Tampa, Florida, 33601,813-224-5321), serves as trustee, fund manager
and fund administrator.
The Plan provides for contribution to the Plan, at the discretion of the
Board of Directors, to be allocated to each Plan participant in an amount not
greater than 10% of each participant's compensation subject to the
$30,000 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 1995, 1994 and 1993 Plan years on behalf of the named individual and the
group identified 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
<PAGE>
for certain anti-dilution adjustments upon the occurrence of certain events.
Five separate options for 25,000 shares each have been granted to W.
Hardee McAlhaney, Vice President, Chief Financial Officer of the Company, and
a Director of the Company. 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>
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 have 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.
Beginning with the year ended October 31, 1987, and over a period of two to
five years the value of these shares will be a charge against earnings of the
Company. The Company valued the shares initially issued at 50% of the
initial public offering price of its shares of common stock or $1.25.
Shares issued subsequent to September 1987 were valued at 100% of the market
value on the day of issue.
<PAGE>
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
____________________________________________________________________________
Number Shares Fair Market Value
Fiscal Year Awarded at time of Award
____________________________________________________________________________
<C> <C> <C>
1995 54,000 $91,125
1994 - 0 - - - -
1993 - 0 - - - -
____________________________________________________________________________
</TABLE>
The bonus stock awards listed above require a two (2) year vesting and
employment period. As of October 31, 1995, 234,700 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 1995 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 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 compensation 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 departmental 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 ad 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 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 250,000 shares of bonus stock to more than ninety
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 periodically 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.
Newton C. Kindlund Lawrence H. Katz James P. Williams April 1, 1996
<PAGE>
CUMULATIVE TOTAL SHAREHOLDER RETURN
The cumulative total shareholder return performance graph as of October 31,
1991, 1992, 1993, 1994 and 1995, 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 Kindlund, husband and wife, 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 1995, the
Company paid to or for the benefit of Mr. and Mrs. Kindlund $144,000 for the
use of these premises.
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 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 of the Company on corporate and SEC matters as a senior
partner or Katz, Jaeger and Blankner. In 1992, Mr. Katz continued his
services to the Company representing the firm of Lawrence H. Katz.
Harvey H. Alper, a nominee for Director of the Company, serves as general
counsel of the Company as a partner of the law firm Massey, Alper and Walden,
P.A.
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 1997 Annual Meeting
Shareholder proposals in order to be timely submitted for inclusion in the
information statement or proxy materials for the 1997 annual meeting of
shareholders, must be received at the Company's executive offices by December
31, 1996.
A COPY OF THE COMPANY'S 1995 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:
Holiday RV Superstores, Inc.
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
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
<PAGE>
Exhibit A
PERFORMANCE GRAPH
Here in displays a line graph plotting three (3) series of points, whereby
the Y axis is the total cumulative shareholder return, and the X axis is the
year, being 1990 thru 1995. The plotted points(cumulative shareholder return
by year) are listed in the table below.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
RVEE 100.00 78.83 80.74 146.15 92.31 184.62
S&P 500 100.00 133.50 146.79 168.72 175.25 221.58
PEER GROUP 100.00 99.04 87.28 258.60 255.56 202.14
</TABLE>
The performance graph above illustrates the cumulative yearly shareholder
return for the past five years, assuming a $100 investment on October 31,
1990, in (1) the Company; (RVEE) (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., 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 CLA, Warehouse Club Inc.
