HOLIDAY RV SUPERSTORES, INCORPORATED
7851 GREENBRIAR PARKWAY
ORLANDO, FLORIDA 32819
INFORMATION STATEMENT
We are providing this information statement to all persons who our records
indicate were shareholders of Holiday RV Superstores, Incorporated on November
23rd, 1999. We are providing this information in accordance with Section 14(f)
of the Securities Exchange Act of 1934 and SEC Rule 14f-1.
We are not asking you to respond to this information statement nor are we
requesting your vote.
INTRODUCTION
On June 30, 1999, Atlas Recreational Holdings, Inc. acquired 2,079,122
shares of Holiday RV's common stock from Newton C. Kindlund and 2,079,122 shares
of the Holiday RV's common stock from Joanne M. Kindlund. Each purchase
represented approximately 28.9% of the then total outstanding shares of Holiday
RV, or a total of approximately 57.9% of the then issued and outstanding shares
of Holiday RV. As part of the transaction, Newton C. Kindlund and Joanne M.
Kindlund also gave Atlas a proxy to vote the Kindlund's remaining 246,948 shares
of Holiday RV's common stock for a period of six months from June 30, 1999.
Concurrent with the transaction, the following six members of Holiday RV's
board of directors resigned: Newton C. Kindlund, Joanne M. Kindlund, James P.
Williams, Roy W. Parker, Harvey M. Alper and David A. Kamm. The remaining two
directors, W. Hardee McAlhaney and Paul G. Clubbe, agreed to appoint and
appointed Michael S. Riley as chairman of the board of directors of Holiday RV
and reappointed David A. Kamm to the board of directors. Mr. Riley is also
chairman of the board of directors of Atlas. In addition, the following changes
to Holiday RV's management were made: W. Hardee McAlhaney resigned as chief
financial officer and was appointed chief executive officer and president.
Newton C. Kindlund resigned from his positions as president, chief executive
officer and chairman of the board. Joanne M. Kindlund resigned from her
positions as executive vice president, secretary and treasurer.
In addition, the board of directors has appointed William E. Curtis, David
J. Doerge and Ronald G. Huneycutt to the board of directors, to take office on
the tenth day following delivery of this information statement to Holiday RV
shareholders.
When the appointment of the new directors is effective, directors
designated by Atlas will constitute a majority of the board of directors.
As of November 17th, 1999, there were a total of 7,206,500 outstanding
shares of Holiday RV common stock, our only class of voting securities entitled
to vote for directors at a shareholders' meeting if one were to be held. Each
share is entitled to one vote.
Please read this information statement carefully; it describes the terms of
the stock purchase agreement and also will give you information about the
directors and officers of Holiday RV.
<PAGE>
PURCHASE AGREEMENT
On June 30, 1999, Atlas Recreational Holdings, Inc. acquired 2,079,122
shares of Holiday RV's common stock from Newton C. Kindlund and 2,079,122 shares
of the Holiday RV's common stock from Joanne M. Kindlund. Each purchase
represented approximately 28.9% of the then total outstanding shares of Holiday
RV, or a total of approximately 57.9% of the then issued and outstanding shares
of Holiday RV. As part of the transaction, Newton C. Kindlund and Joanne M.
Kindlund also gave Atlas a proxy to vote the Kindlund's remaining 246,948 shares
of Holiday RV's common stock for a period of six months from June 30, 1999.
The consideration for the purchase of the shares was $7,000,000 to each of
Newton C. Kindlund and Joanne M. Kindlund, for a total consideration of
$14,000,000. Atlas reported that the sources of the consideration for the
purchase of the shares were as follows: (1) a $1,000,000 promissory note from
Atlas in favor of Newton C. Kindlund, which note is secured by 250,000 of the
purchased shares, bears interest at the rate of 12% per annum, and is due and
payable on July 21, 1999; (2) $12,500,000 in cash from the proceeds of two loans
to Atlas by Doerge-Atlas, L.L.C., one in the initial principal amount of $8.5
million and the other in the initial principal amount of $4.0 million; and (3)
$500,000 in cash from the proceeds of a loan to Atlas by Michael McGowan, which
loan is evidenced by a promissory note, bears interest at the rate of 15% per
annum, and is due and payable June 30, 2000. The loan with Newton C. Kindlund
was paid in full, $5 million of the $8.5 million payable to Doerge-Atlas has
been repaid in July 1999 and the $7.5 million balance of the Doerge-Atlas loans
accrue interest at 15% per annum and are due $3.5 million on December 30, 1999
and $4.0 million on June 30, 2000. The Doerge-Atlas loans are secured by Atlas'
pledge of 4,158,244 shares representing 54.4% of Holiday RV's issued and
outstanding common stock.
CHANGE OF CONTROL
When all of the actions described above have taken place, Holiday RV will
be controlled directly by Atlas. The principal shareholders of Atlas are Michael
S. Riley, Ronald G. Huneycutt, Michael Farkas and Doerge-Atlas, L.L.C.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the shares of common stock
owned as of November 17, 1999, by:
(i) each person who beneficially owned more than five percent of
the outstanding common stock of Holiday;
(ii) each director or nominee for director;
(iii) each of the CEO and each of the other four most highly
compensated executive officers whose annual compensation
exceeded $100,000; and
(iv) all the directors, nominees for director and officers as a
group.
Subject to community property laws where applicable, the person(s) as to
whom the information is given had sole voting and investment power over the
shares of common stock shown as beneficially owned. However, Holiday understands
that each of Newton and Joanne Kindlund disclaim beneficial ownership of the
other's stock. The share numbers and percentages are calculated on the basis of
the number of outstanding securities on November 17, 1999, which was 7,206,500,
plus securities underlying each holder's options, warrants and securities
convertible into common stock which have been issued and were exercisable within
sixty (60) days of November 17, 1999, in accordance with SEC Rule 13d-3. Unless
a person beneficially owns more than one percent of the outstanding common
stock, no percentage is
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presented in the table. The address of all officers, directors and nominees for
director is 7851 Greenbriar Parkway, Orlando, Florida 32819. Michael S. Riley,
the Chairman of Holiday, is the Chairman of Atlas Recreational Holdings, Inc.
and, as a result, all shares owned by Atlas are presented as beneficially owned
by Mr. Riley also.
<TABLE>
<CAPTION>
NUMBERS OF SHARES OPTIONS INCLUDED
NAME AND ADDRESS BENEFICIALLY OWNED IN TOTAL PERCENTAGE OF CLASS
- ------------------------------------------- ------------------------ ------------------- -----------------------
<S> <C> <C>
Atlas Recreational Holdings, Inc. 4,158,244 57.86%
701 Brickell Avenue,
Suite 3120
Miami, Florida 33131
Newton C. Kindlund 144,292 2.00
Joanne M. Kindlund 144,292 2.00
Michael S. Riley 4,158,244 57.86
W. Hardee McAlhaney 135,000 125,000 1.85
Paul G. Clubbe 50,000 10,000 *
David A. Kamm 0 *
William E. Curtis 0 *
David J. Doerge 0 *
Ronald G. Huneycutt 0 *
All directors, director nominees
and officers as a group (11
persons) 4,631,828 135,000 63.26%
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
Upon the effectiveness of the appointment of the three new directors, our
board will consist of seven directors. Each of Newton C. Kindlund, Joanne
M.Kindlund, James P. Williams, Roy W. Parker, Harvey M. Alper and David A. Kamm
have resigned. Mr. Riley filled one of these vacancies, David A. Kamm was
reappointed to the board of directors to fill another vacancy and the three new
directors are being appointed to fill the remaining three vacancies.
Mr. Riley was appointed the chairman of the board of directors of Holiday
RV. In addition, the following changes to Holiday RV's management were made: W.
Hardee McAlhaney resigned as chief financial officer and was appointed chief
executive officer and president. Newton C. Kindlund resigned from his positions
as president, chief executive officer and chairman of the board. Joanne M.
Kindlund resigned from her positions as executive vice president, secretary and
treasurer. In August 1999, Mr. Patrick R. McNair was appointed as vice-president
and chief financial officer and assistant secretary of Holiday RV. Ronald G.
Huneycutt was appointed secretary, and Paula M. Ouellette was appointed vice
president of human resources.
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FORMER EXECUTIVE OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
NAME AGE POSITIONS
<S> <C> <C>
Newton C. Kindlund 58 President, Chief Executive Officer and
Chairman of the Board
W. Hardee McAlhaney 52 Chief Financial Officer
Joanne M. Kindlund 50 Executive Vice President, Secretary and
Treasurer
Paul G. Clubbe 57 Director
James P. Williams 60 Director
Roy W. Parker 55 Director
Harvey M. Alper 52 Director
David A. Kamm 62 Director
CURRENT EXECUTIVE OFFICERS AND DIRECTORS
NAME AGE POSITIONS
Michael S. Riley 46 Chairman of the Board
W. Hardee McAlhaney 52 President and Chief Executive Officer
Patrick R. McNair 36 Vice President, Chief Financial Officer
and Asst. Secretary
David A. Kamm 62 Director
Paul G. Clubbe 57 Director
William E. Curtis 40 Director Nominee
David J. Doerge 47 Director Nominee
Ronald G. Huneycutt 56 Director Nominee, Secretary
Paula M. Ouellette 50 Vice President-Human Resources
</TABLE>
MICHAEL S. RILEY
Mr. Riley was appointed chairman of Holiday RV in June 1999. Mr. Riley is
also chairman and co-founder of Atlas Recreational Holdings, Inc., a holding
company formed to acquire and grow companies in the leisure industry. Mr. Riley
serves as chief executive officer of Atlas Healthcare, Inc., a holding company
for healthcare-related companies and as a director of Atlas Equity Group, Inc.,
a diversified holding company focused on investments in retail, consumer
products, healthcare and manufacturing companies. Mr. Riley has practiced law
for more than 20 years in the areas of mergers and acquisitions and corporate
finance, including eight years as principal of the Miami-based firm Yonge and
Riley LLP, and as manager of the Fort Lauderdale practice for regional law firm
Adorno and Zeder. His background also includes serving as an Assistant State
Attorney in Florida and special counsel to federal and state law enforcement
agencies. Mr. Riley holds a law degree from the University of Notre Dame and a
bachelor's degree in finance from the University of Colorado.
W. HARDEE MCALHANEY
Mr. McAlhaney joined Holiday RV as corporate comptroller in 1988. He is
currently president and chief executive officer and has served as a director
since 1993. He attended the University of Tennessee in 1970 where he earned a
B.S.B.A. degree, and the University of Florida in 1972 where he earned an M.B.A.
Mr. McAlhaney served as chief financial officer for two national retail chains,
The
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Athletic Attic and The Athlete's Foot, prior to joining Drexel, Burnham,
Lambert as an investment consultant.
PAUL G. CLUBBE
Mr. Clubbe has been a director of Holiday RV since 1987. He 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 Paul Clubbe (Marketing) Limited and a member of the
Board of Directors of Flesherton Concrete Products, Inc., Paulaurier Sales, Inc.
PATRICK R. MCNAIR
Mr. McNair was appointed Holiday RV's vice president, chief financial
officer and assistant secretary in August 1999. Prior to joining Holiday RV, he
was vice president of finance and administration for CNL Fund Advisors, Inc.,
responsible for corporate finance and investment structuring for this $1 billion
real estate investment trust (REIT). Mr. McNair previously served in various
financial leadership positions for Sawtek, Inc., a publicly traded electronics
manufacturer and WLR Foods Inc., a publicly held national food manufacturer and
distributor. Mr. McNair also spent four years with accounting firm Arthur
Andersen & Co. He holds bachelor's and master's degrees from the University of
Georgia.
WILLIAM E. CURTIS
Mr. Curtis has served as Principal of Curtis & Associates, since July 1999.
Prior to joining Coast, Mr. Curtis provided investment banking and financial
advisory services through A.B.C. Solution, Inc., where he has served from July
1996 to the present. Prior to forming A.B.C. in 1996, Mr. Curtis served in
various asset based lending capacities with Allstate Financial
Corporation--October 1994 to July 1996--and Great Western Financial
Services--March 1992 to October 1994.
DAVID J. DOERGE
Mr. Doerge has been the President of Doerge Capital Management in Chicago,
Illinois, a division of Balis, Lewittes and Coleman Inc., since 1994. Prior to
forming Doerge Capital Management, Mr. Doerge was with Goldman, Sachs & Co. in
Chicago, Illinois. Mr. Doerge earned his M.B.A. from the University of Chicago
and his BA. from Trinity College in Hartford, Connecticut.
RONALD G. HUNEYCUTT
Mr. Huneycutt has served as the chief financial officer and a director of
Atlas Healthcare, Inc., a company formed to acquire healthcare related
companies, since December 1998. Mr. Huneycutt has been a director and chief
financial officer of publicly traded Atlas Healthcare, Inc., a Miami-based
holding company for healthcare-related companies since 1998. From May 1998 to
November 1998, Mr. Huneycutt was an independent consultant and served as acting
chief financial officer to Coordinated Care Solutions, Inc. in Coral Springs,
Florida. Prior to that, Mr. Huneycutt worked at a number of healthcare companies
in financial positions, including Hospital Staffing Services--vice president of
finance and chief financial officer, 1996 to 1998; Neonatology Certified,
Inc.--vice president of finance and business development, 1993 to 1996; and
Surgicare America, Inc.--vice president of finance, 1991 to 1992. Prior to these
positions, Mr. Huneycutt was a partner and spent 17 years at Coopers & Lybrand
(now
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PricewaterhouseCoopers, LLP), in Miami, Florida. Mr. Huneycutt received his
B.S. in Commerce from the University of Virginia and is a certified public
accountant.
PAULA M. OUELLETE
Ms. Ouellette has served Holiday RV since 1989 in a variety of human
resources and administration functions. She was appointed vice-president of
human resources in 1997. She currently heads Holiday RV's labor relations,
recruiting, benefits administration and labor law compliance efforts at the
corporate level, while also overseeing human resources at each of Holiday RV's
dealership locations. Ms. Ouellette joined Holiday RV from a Rhode Island-based
supermarket chain, where she served as office manager and in various customer
service manager positions.
EXECUTIVE COMPENSATION
The table below sets forth the cash compensation including salaries,
bonuses, contributions to retirement plans, premiums paid on health and dental
insurance plans and disability insurance plans, paid by Holiday RV for the years
ended October 31, 1999, 1998, and 1997, to, or for the benefit of, each
executive officer whose aggregate cash compensation by Holiday RV exceeded
$100,000 for the fiscal year ended October 31, 1998, and the CEO, regardless of
compensation level. Mr. McAlhaney is now Holiday RV's CEO.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------------
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------------------------------- ---------------------------------
OTHER
ANNUAL RESTRICTED STOCK
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS OTHER
PRINCIPAL POSITION YEAR ($) ($) ($) AWARD(S)($) (#) ($)
- ----------------------------- ---- --------- ----------- ------------ ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund 1999 $ 69,592 $ 59,666 -- -- 40,000 --
Chairman, President 1998 108,847 -- -- -- -- --
Chief Executive Officer 1997 107,587 -- -- -- -- --
W. Hardee McAlhaney 1999 $ 97,500 $ 88,128 -- -- -- $ 597
President and Chief 1998 80,196 75,002 -- -- -- 597
Executive Officer 1997 81,437 52,477 -- -- -- 597
</TABLE>
The salary figures include contributions by Holiday pursuant to an
employee benefit plan established under Section 401(k) of the Internal Revenue
Code in the amounts of $0, $2,859 and $3,181 for Mr. Kindlund for 1999, 1998 and
1997 respectively, and $0, $4,549 and $4,027 for Mr. McAlhaney for 1999, 1998
and 1997 respectively. Mr. McAlhaney's bonuses are based on Holiday's net income
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before taxes. The other compensation payable to Mr. McAlhaney consisted of
Holiday's payment of a part of the premium on a term life insurance policy for
Mr. McAlhaney whose sole beneficiary is designated by Mr. McAlhaney. The policy
has no cash surrender value provisions.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock option grants
made in the fiscal year ended October 31, 1999, to the individuals named in the
Summary Compensation Table. There were no grants of SARs during the year. Mr.
Kindlund's options were granted to him in connection with his retention as a
consultant following his resignation as an officer and director of Holiday.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
- -------------------------------------------------------------------------------- --------------- ---------------------------
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10%($)
- -------------------------- ------------- --------------- ------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Newton C. Kindlund 40,000 100% $3.21 6/30/04 $35,600 $78,400
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information concerning the number and value
of options held at October 31, 1999, by the individuals named in the Summary
Compensation Table. There were no options or SARs exercised during fiscal 1999
and no SARs were held at year-end. The fiscal year-end values are based on a
price of $4.313, the reported closing price of common stock on October 29, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) FY-END ($)(1)
--------------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
W. Hardee McAlhaney 125,000 -- $326,765 --
Newton C. Kindlund -- -- -- --
- -----------------------------------------------------------------------------------------------------------------
</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 some executive officers ratably during the fiscal year, fiscal year-end
bonuses to some executive officers and to marketing and sales support personnel.
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Holiday has established an incentive bonus program for its employees with
bonuses generally paid monthly or annually. Bonuses are primarily based on net
pre-tax profits from the various profit centers within each dealership and are
contingent upon continued employment with Holiday.
DIRECTORS FEES
Directors who are not salaried employees of Holiday receive $500 for their
attendance at each meeting of the board of directors and the 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 these meetings if the meetings are held in a location in excess of
twenty five (25) miles from Holiday's principal place of business of Holiday in
Orlando, Florida. Directors are also reimbursed for their travel, lodging and
food expenses incurred when traveling on behalf of Holiday when requested to do
so by an officer of Holiday 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 Holiday, exercisable
after February 20, 1995. The exercise price was $1.81 per share, the price of
Holiday'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).
In May 1999, the board of directors approved the grant of options to
purchase 10,000 shares to each of the seven directors who had served on the
board of directors for at least three years. These proposed grants were made in
consideration of the substantial work the directors had performed for Holiday in
prior years. The exercise price for the options was the fair market value of
Holiday's common stock on May 21, 1999 or $3.44. The options have a ten-year
term and are not exercisable until May 17, 2000.
CONSULTING AGREEMENTS
In June 1999, following the Kindlund's sale of substantially all of their
Holiday common stock and resignation from their management roles with Holiday,
each of Joanne and Newton Kindlund entered into a consulting agreement with
Holiday. The purposes for these agreements were to provide for the smooth
transition of our management and support Holiday's current acquisition and
expansion efforts. As consideration for the Kindlund's continued services,
Holiday's board approved the grant to each of Joanne and Newton Kindlund of an
option to purchase 40,000 shares of common stock. The exercise price for the
options was the fair market value of Holiday's common stock on June 22, 1999, or
$3.21. The options have a five-year term.
EMPLOYEE BENEFIT PLANS
Holiday maintains a tax qualified, profit sharing and 401(k) employee
investment 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 five and one half
(5-1/2) years of service to Holiday. Normal retirement age under the retirement
plan is 65 years. The plans fiscal year ends October 31 each year.
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In fiscal 1999, there were no contributions made to the plan for the
benefit of 140 plan participants. Annual contributions are made at the
discretion of the board of directors, which typically occurs at the first board
meeting following the end of the fiscal year. In fiscal 1998, $98,427 was
contributed to the plan for the benefit of 115 plan participants.
Prudential Bank and Trust Company (One Ravinia Drive, Ste. 1000, Atlanta,
GA 30346, 770-551-6700), is the plan trustee. Holiday 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
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 Holiday for the 1999, 1998 and 1997 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 adopted the 1987 incentive stock
option plan which provides that Holiday may grant to officers and managerial
employees of Holiday and its subsidiaries incentive stock options. The purpose
of the plan is to provide Holiday 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, Holiday. Options
under the plan are designed to qualify under Section 422 of the Code. The plan
terminated in August 1997.
The plan is administered by the compensation advisory committee of the
board of directors which was entitled to grant options to purchase up to an
aggregate of 280,000 shares of common stock. The option exercise price was
required to be at least 100% of the fair market value per share of common stock
on the date of grant. 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. Any option granted to an employee lapses following termination of
employment; PROVIDED, HOWEVER, that in the discretion of the committee,
employees have up to three (3) months following termination of employment to
exercise options. In addition, upon the employee's permanent and total
disability, any option granted to the employee may be exercised within 12 months
following termination of employment because of disability. The plan provides for
certain anti-dilution adjustments upon the occurrence of certain events.
Five separate options for 25,000 shares each were granted under the plan to
W. Hardee McAlhaney, president, chief executive officer and a director of
Holiday. 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, Holiday issued 250,000 shares of common stock to various
individuals
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including officers, directors and employees of Holiday for services rendered.
These shares have certain restrictions and forfeiture provisions attached to
them. Since September 1987, a number of recipients of those shares have
terminated their employment with Holiday, resulting in their bonus shares being
forfeited to Holiday. After September 1987, Holiday 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 subsequently issued. Beginning with the year ended October 31,
1987, and over a period of two to five years the value of these shares were
charged against earnings of Holiday. Holiday valued the shares initially issued
at 50% of the initial public offering price of the 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:
<TABLE>
<CAPTION>
BONUS STOCK
---------------------------------------------------------------------------------------------------
FAIR MARKET VALUE AT TIME OF
FISCAL YEAR NUMBER SHARES AWARDED AWARD
------------------------ -------------------------------- ---------------------------------
<S> <C> <C> <C>
1999 -- --
1998 -- --
1997 5,000 $11,250
</TABLE>
The bonus stock awards listed above require a two-year vesting and
employment period. As of October 31, 1999, 218,700 shares had been granted
pursuant to the plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Holiday's compensation advisory committee consisted of Messrs. W. Hardee
McAlhaney, James P. Williams and Roy W. Parker until June 30, 1999. Messrs.
Williams and Parker resigned as directors on June 30, 1999. Mr. McAlhaney
resigned as a committee member on August 20, 1999, and Michael S. Riley was
appointed to the committee on that date. On August 20, 1999, Ronald G.
Huneycutt, the secretary and a director appointee, and Patrick R. McNair, the
chief financial officer, were also appointed as EX OFFICIO members of the
committee. Mr. McAlhaney is the president and chief executive officer of Holiday
and Mr. Riley is the chairman of the board.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1994, Holiday RV renewed a five-year lease agreement with
Newton C. Kindlund and Joanne M. Kindlund, husband and wife, whereby Holiday RV
leases the real property upon which its dealership is located in Orlando,
Florida. The annual rent is currently $144,000 and, in addition thereto, Holiday
RV 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 1998, Holiday RV paid to or for the benefit of
Mr. and Mrs. Kindlund $144,000 for the use of these premises.
In May 1997, Holiday RV signed a five-year lease agreement with a property
trust for which the beneficiaries are Mr. Kindlund's heirs, whereby Holiday RV
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, Holiday RV
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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 1998, Holiday RV paid to or for the benefit
of the property trust $59,375 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 and transactions with the property trust related to the lease for the
Ft. Myers retail center were on terms comparable to those which would have been
reached with unaffiliated parties.
Harvey M. Alper, a director of Holiday RV until June 1999 serves as general
counsel of Holiday RV as a partner of the law firm, Alper, Walden, Chrichton and
Miller. In fiscal 1998, Holiday RV paid $68,223 to Mr. Alper's firm for legal
services.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act requires our officers,
directors and persons who beneficially own more than ten percent of our common
stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. These reporting persons also are required to furnish us
with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms furnished to us and
representations that no other reports were required, we believe that all Section
16(a) reporting requirements were complied with by our officers and directors
during the year ended October 31, 1999.
By Order of the Board of Directors of
HOLIDAY RV SUPERSTORES, INCORPORATED
By: /s/ RONALD G. HUNEYCUTT
-----------------------
Ronald G. Huneycutt
Secretary
November 26th, 1999
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