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 18, 1998
AT
ORLANDO, FLORIDA
----------------------
April 1, 1998
To the Stockholders of
HOLIDAY RV SUPERSTORES, INC.
NOTICE IS HEREBY GIVEN that the 1998 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 18, 1998, 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, 1998.
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 March 13, 1998, 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 18, 1998
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 18, 1998, 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 12, 1998.
The Common Stock ($.01 par value) is the only outstanding class of
voting securities. Shareholders of record at the close of business on March 13,
1998, the Company had 7,278,300 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 March 13, 1998, the number of
shares, of the Common Stock of the Company, owned and the percent so owned (i)
each person known to the Company to be the beneficial owner of more than 5% of
the outstanding Common Stock, (ii) each director and/or officer of the Company,
and (iii) all directors and officers of the Company as a group. The number of
shares owned are those "beneficially owned" as determined under the rules of the
Securities and Exchange Commission, including any shares of Common Stock as to
which a person has sole or shared voting power or investment power and any
shares of Common Stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right.
NAME AND ADDRESS NUMBER PERCENTAGE
OF BENEFICIAL OWNER OF SHARES OF CLASS
- ------------------- --------- ----------
Newton C. Kindlund (1) 2,232,302 29.5%
7851 Greenbriar Parkway
Orlando, Florida 32819
Joanne M. Kindlund (1) 2,222,302 29.5%
7851 Greenbriar Parkway
Orlando, Florida 32819
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NAME AND ADDRESS NUMBER PERCENTAGE
OF BENEFICIAL OWNER OF SHARES OF CLASS
- ------------------- --------- ----------
W. Hardee McAlhaney 135,000(2) 1.8%
3701 Sedgewick Place
Orlando, Florida 32806
James P. Williams 11,500(3) *
615 North Wymore Road
Winter Park, Florida 32789
Paul G. Clubbe 50,000(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) 4,662,604 61.5%
(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 125,000 shares of Common Stock issued
under the 1987 Incentive Stock option Plan.
(3) Includes options exercisable for 10,000 shares of Common Stock , granted
February 20, 1993.
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, 1997. 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, 1997, 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 membership on the Board
of Directors
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by the date for submission of Shareholder proposals for the 1998 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.
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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. All
of the nominees are directors of the Company at the present time and were
elected in the fiscal year ended October 31, 1997, by the shareholders of the
Company. 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, 57................................................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
Recreation 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., Spartan Motors,
Inc., and is past Chairman of the Board of Directors of the Recreation
Vehicle Rental Dealers Association. Mr. Kindlund was recognized as the RV
NEWS RV Executive of the Year for 1995.
Joanne M. Kindlund, 48................................................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, 50...............................................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.
5
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James P. Williams, 59.................................................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, 56.....................................................1987
Mr. Clubbe attended St. Dunstans College, England, Lisgar Collegiate,
Ottawa, Ontario Canada and 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 PCM Limited and a member of the Board of Directors of Flesherton
Concrete Products, Inc., Paulaurier Sales, Inc.
Roy W. Parker, 54 ....................................................1993
Mr. 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 received the Hall of Fame
Award in 1993, presented by the Marine Retailers Association of America.
Mr. Parker also is past 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, 51...................................................1995
Mr. Alper is a partner of the law firm, Alper, Walden, Crichton and
Miller, 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 1971, after serving as
Assistant General Counsel for the City of Jacksonville, Florida. Mr. Alper
serves as general counsel to the Company as a partner of the law firm,
Alper, Walden, Crichton and Miller.
PROPOSAL 2
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANT
The independent public accountant recommended by the Board of Directors
for fiscal year 1998 is the firm of Coopers & Lybrand, LLP.
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.
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OTHER 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, 1997, 1996, and 1995, to, or for the benefit of, each
executive officer whose total annual salary an bonus exceeded $100,000, and the
CEO regardless of compensation level.
<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 OTHER (3)
- ------------------ ---- ---------- --------- ----- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund 1997 $107,581 -- -- -- -- --
Chairman, President 1996 $107,564 -- -- -- -- --
Chief Executive 1995 $108,364 -- -- -- -- --
Officer
W. Hardee McAlhaney 1997 $ 81,437 $ 52,477 -- -- -- $ 597
Vice President 1996 $ 80,850 $ 53,785 -- -- -- $ 597
Chief Financial Officer 1995 $ 83,204 $ 63,617 -- -- -- $ 597
<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 $3,181, $3,167, and $3,964 for Mr. Kindlund for 1997, 1996 and
1995 respectively, and $4,027, $3,450, and $5,803 for Mr. McAlhaney for
1997, 1996 and 1995 respectively. Also includes $2,400 for health insurance
reimbursement each year for both Mr. Kindlund and Mr. McAlhaney.
(2) Mr. McAlhaney's bonus is based on the Company's net income before taxes.
(3) The Company pays a part of the premium on a term life insurance policy for
Mr. McAlhaney whose sole beneficiary is designated by the insured. The
policies have no cash surrender value provisions.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock option grants made
in the fiscal year ended October 31, 1997, to the individuals named in the
Summary Compensation Table. There were no grants of options or SARs to said
individuals during the year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
--------------------------------------------------- ASSUME ANNUAL RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION FOR OPTION
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE TERM
OPTIONS EMPLOYEE PRICE EXPIRATION -----------------
NAME GRANTED (#) IN FY ($/SH) DATE 5% ($) 10% ($)
- ------------------ ----------- ----------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund --- --- --- --- --- ---
W. Hardee McAlhaney --- --- --- --- --- ---
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</TABLE>
<PAGE>
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 1997 and options held at October
31, 1997, 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 1997 and no SARs were held at year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUE OPTIONS AT FY-END (#) FY-END ($) (1)
ACQUIRED ON REALIZED -------------------------- --------------------------
NAME EXERCISE (#) $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------ ------------ -------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund -- -- -- -- -- --
W. Hardee McAlhaney -- -- 125,000 -- 3,900 --
<FN>
- ----------
(1) Based on a price of $1.531 per share, being the closing price of Common
Stock on October 31, 1997.
</FN>
</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 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 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 20, 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).
EMPLOYEE BENEFIT PLANS
The Company maintains a tax qualified, 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 eighteen (18) months of service to
begin partial vesting with total vesting occurring when a Plan participant has
completed five and one half (5 1/2) years of service to the Company. Normal
retirement age under the retirement Plan is 65 years. The Plan fiscal year ends
October 31st.
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In Fiscal 1997, $86,349 was contributed to the Plan for the benefit of
115 Plan participants. In Fiscal 1996 $94,719 was contributed to the Plan for
the benefit of 163 Plan participants.
Prudential Bank and Trust Company (One Ravinia Drive, Ste. 1000,
Atlanta, GA 30346, 770-551-6700), is the trustee. The Company is the plan
administrator.
The Plan document provides for contributions 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 annual
contribution (1) limitation of the top heavy rules; and (2) matching 25% of each
participants 401(k) contribution up to 6% of the participants compensation.
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 1997, 1996 and 1995 Plan years on behalf of the named
individuals are included 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 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:
DATE SHARES EXERCISE PRICE
----------------- ------ --------------
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
BONUS STOCK
In September 1987, the Company issued 250,000 Shares of Common Stock to
various individuals including
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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.
The amount of shares awarded and fair market value assigned to the shares for
the last three Fiscal years are as follows:
BONUS STOCK
-------------------------------------------------
NUMBER SHARES FAIR MARKET VALUE
FISCAL YEAR AWARDED AT TIME OF AWARD
----------- ------------- -----------------
1997 5,000 $11,250
1996 7,500 $14,063
1995 54,000 $91,125
-------------------------------------------------
The bonus stock awards listed above require a two (2) year vesting and
employment period. As of October 31, 1997, 218,700 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 1996 included Messrs. W. Hardee McAlhaney, James P.
Williams and Roy W. Parker. Mr. McAlhaney is the Vice President and Chief
Financial Officer of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and other persons who own more than
ten percent (10%) of the registered class of the Company's equity securities, to
file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Securities and Exchange Commission (Section 16(a)) and the exchange on which
the Company's securities trade. Such officers and directors and ten percent
(10%) shareholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of copies of such reports received from
certain reporting persons, the Company believes that it's directors, executive
officers and ten percent (10%) stockholders complied with all Section16(a)
filing requirements during the fiscal year ended October 31, 1997, except for
the following filings:
# OF LATE # OF TRANSACTIONS REASON FOR
INSIDERS' NAME REPORTS NOT REPORTED FAILURE TO FILE LATE FILING
---------------------- ------------ ----------------- -----------
Newton C. Kindlund 1 1 Oversight
Joanne M. Kindlund 1 1 Oversight
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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 Chief
Financial Officer of the Company. 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 officers
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 pre determined 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 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, 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 200,000 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.
James P. Williams Roy W. Parker W. Hardee McAlhaney
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CUMULATIVE TOTAL SHAREHOLDER RETURN
The cumulative total shareholder return performance graph as of October
31, 1993, 1994, 1995, 1996 and 1997 for the Company, the S&P 500 Index, and for
the Company's peer group, is submitted as a separate section at the end of this
Notice.
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, 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 1997, the Company paid to or for the
benefit of Mr. and Mrs. Kindlund $144,000 for the use of these premises.
In May 1997, the Company signed a five year lease agreement with a
property trust for which the beneficiaries are Mr. Kindlund's heirs, whereby the
Company leases the real property upon which its retail center is located in Ft.
Myers, Florida. The annual rent is $59,375 and, in addition thereto, the Company
pays the real estate taxes, insures the interest of the trust against casualty
loss, pays for all repairs to the property and names the property trust as the
insured under its general liability insurance policy. The term of the lease
expires on April 30, 2002. In fiscal, 1997, the Company paid to or for the
benefit of the property trust $34,635 for the use of the 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.
Harvey M. Alper, a Director of the Company serves as general counsel of
the Company as a partner of the law firm, Massey, Alper and Walden, P.A. In 1997
the Company paid $25,800 to Mr. Alper's firm for legal services.
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 1999 ANNUAL MEETING
Shareholder proposals in order to be timely submitted for inclusion in
the information statement or proxy materials for the 1999 annual meeting of
shareholders, must be received at the Company's executive offices by December
31, 1998 in writing.
A COPY OF THE COMPANY'S 1997 ANNUAL REPORT (FORM 10-K) AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, MAY BE ACCESSED FROM THE COMPANY'S WEB PAGE ON THE INTERNET
AT HTTP://WWW.HOLIDAYRV.COM.
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.
12
<PAGE>
EXHIBIT A
[PERFORMANCE GRAPH OMITTED]
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 1991 thru 1996. The plotted points (cumulative shareholder return by year)
are listed in the table below
1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
RVEE 100.00 181.02 114.33 228.66 138.11 116.69
S&P 500 100.00 114.94 119.39 150.96 187.33 247.48
PEER GROUP 100.00 296.29 292.81 231.60 238.71 225.11
The performance graph above illustrates the cumulative yearly
shareholder return for the past five years, assuming a $100 investment on
October 31, 1992, 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., Chariot Entertainment Inc. (no longer
files as of 9/18/95), Evans Inc., FFP Partners LP-CL, A., Foodarama
Supermarkets, Harold's Stores Inc., Hills Department Stores Inc., Holiday RV
Superstores, Inc., Huffman Koos Inc., Pubco Corp., Seaway Food Town Inc.,
Siebert Financial Corp., Sound Advice Inc., Spec's Music Inc., Strober
Organization Inc.(ACQUIRED BY Hamilton NY, March '97), Sunshine-Jr Stores
(acquired by E-Z Serve Corp. July '95), Uni-Marts Inc. CL A, Village Super
Market CL A, Warehouse Club Inc. (no longer files as of 3/18/96) .
13
