SCHEDULE 14A
(AMENDMENT NO. 1)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
HOLIDAY RV SUPERSTORE, INC.
--------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------
(Name of Person(s) Filing Proxy statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
HOLIDAY RV SUPERSTORES, INC.
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
April 19, 2000
TO ALL HOLIDAY RV SUPERSTORES, INC. STOCKHOLDERS:
On behalf of the Board of Directors of Holiday RV Superstores, Inc., I
cordially invite you to attend the annual meeting of stockholders of Holiday to
be held at 7851 Greenbriar Parkway, Orlando, Florida, on May 19, 2000 at 10:00
a.m. Eastern Daylight Time. A notice of the meeting, form of proxy and a proxy
statement containing information about the matters to be acted upon at the
annual meeting are enclosed.
At this year's meeting you will be asked to elect six directors and to
ratify the selection of the independent auditors. The accompanying notice of the
meeting and proxy statement describes these proposals. We encourage you to read
this information carefully.
Whether in person or by proxy, it is important that your shares be
represented at the annual meeting. To ensure your participation in the annual
meeting, regardless of whether you plan to attend in person, please complete,
sign, date and return the enclosed proxy promptly. If you attend the annual
meeting, you may revoke your proxy at that time and vote in person, if you wish,
even if you have previously returned your form of proxy.
I am pleased to report our expansion is well under way. The completion
of the County Line RV purchase nearly doubled our revenue while the additions of
Little Valley and Luke Potter expanded our presence in heavy geographic areas.
Since then, we have strengthened our infrastructure by expanding our corporate
staff with experienced operations, marketing and accounting personnel.
I would particularly like to thank all of our stockholders for their
support in approving the seven proposals at the special meeting held January 7,
2000. This allows us to implement our strategy of building America's first
coast-to-coast RV and marine retail chain.
We look forward to seeing you at the annual meeting.
Sincerely,
/s/ MICHAEL S. RILEY
--------------------
Michael S. Riley
Chairman
<PAGE>
HOLIDAY RV SUPERSTORES, INC.
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 19, 2000
10:00 a.m. Eastern Daylight Time
TO THE STOCKHOLDERS OF HOLIDAY RV SUPERSTORES, INC.:
NOTICE is hereby given that the annual meeting of stockholders of
Holiday RV Superstores, Inc., a Delaware corporation.
TIME: Friday, May 19, 2000, 10:00 a.m. Eastern Daylight Time
PLACE: 7851 Greenbriar Parkway, Orlando, Florida 32819
PURPOSES:
1. To elect six directors in three classes, two to each
of Class I, Class II and Class III, to hold office
until the annual meetings of stockholders in 2001,
2002 and 2003, respectively;
2. To ratify the appointment of independent auditors; and
3. To conduct other business if it is properly raised.
The items of business are more fully described in the proxy statement
accompanying this notice. Only stockholders of record on March 24, 2000 may vote
at the meeting.
Your vote is important. Please complete, sign, date and return your
proxy card in the enclosed envelope promptly.
BY ORDER OF THE BOARD OF DIRECTORS
Ronald G. Huneycutt
Secretary
Orlando, Florida
April 19, 2000
<PAGE>
HOLIDAY RV SUPERSTORES, INC.
7851 GREENBRIAR PARKWAY
ORLANDO, FLORIDA 32819
PROXY STATEMENT
Holiday's board is using this proxy statement to solicit proxies from
the holders of Holiday common stock to be used at the 2000 annual meeting of
stockholders. This meeting will be held at 10:00 a.m. Eastern Daylight Time. We
are first mailing this proxy statement and the accompanying form of proxy to
Holiday stockholders on or about April 19, 2000.
MATTERS RELATING TO THE ANNUAL MEETING:
TIME AND PLACE: May 19, 2000
10:00 a.m. Eastern Daylight Time
7851 Greenbriar Parkway
Orlando, Florida 32819
RECORD DATE: March 24, 2000
OUTSTANDING
SHARES HELD ON
RECORD DATE: 7,239,300 shares of common stock
SHARES ENTITLED
TO VOTE: 7,239,300 shares of common stock
QUORUM REQUIREMENT: A quorum of stockholders is
necessary to hold a valid
meeting. The presence in person
or by proxy at the meeting of
holders of shares representing a
majority of the votes of the
common stock entitled to vote at
the meeting is a quorum.
Abstentions and broker
"non-votes" count as present for
establishing a quorum. Shares
held by Holiday in its treasury
do not count toward a quorum. A
broker non-vote occurs on an item
when a broker is not permitted to
vote on that item without
instruction from the beneficial
owner of the shares and no
instruction is given.
SHARES BENEFICIALLY
OWNED HOLIDAY OFFICERS
AND DIRECTORS ON
MARCH 24, 2000: 4,292,744 shares of common stock,
excluding options. These shares
represent in total approximately
58.4% of the voting power of
Holiday's common stock.
These individuals have indicated
that they will vote in favor of
the proposals recommended by
Holiday's board.
ANNUAL REPORT: The annual report to stockholders
that accompanies this proxy
statement is not proxy soliciting
material. If you would like an
additional copy, please contact
Holiday at the address set forth
below for Company contact.
<PAGE>
COMPANY CONTACT: You may contact Holiday for
additional information or copies
of the annual report at by
mailing us at:
7851 Greenbriar Parkway
Orlando, Florida 32819
Attn: Investor Relations
Or by phoning us at:
(407) 363-9211.
THE PROPOSALS:
ITEM I: To elect six directors in three
classes--two to each of Class I,
Class II and Class III--to hold
office until the annual meeting
of stockholders in the years
2001, 2002 and 2003,
respectively.
ITEM II: To ratify the appointment of
PricewaterhouseCoopers, LLP
as Holiday's independent auditors
for our 2000 fiscal year.
ITEM III: To conduct other business if it
is properly raised.
VOTE NECESSARY TO APPROVE THE PROPOSALS:
ITEM I, ELECTION
OF DIRECTORS: Directors are elected by a
plurality of the votes
represented by the shares of
common stock present at the
meeting in person or by proxy.
This means that the director
nominees with the most
affirmative votes are elected
to fill the available seats.
Only the number of votes "FOR"
affect the outcome. Withheld
votes, abstentions and broker
non-votes have no effect on the
vote.
Because six directors are up
for election, the six nominees
with the greatest number of
votes will be elected to fill
the vacancies.
ITEM II, RATIFICATION
OF INDEPENDENT AUDITORS: Ratification of the selection
of PricewaterhouseCoopers, LLP
as Holiday's independent
auditors for the 2000 fiscal
year requires a majority of the
votes cast by holders of the
common stock. Abstentions and
broker non-votes have no effect
on the vote.
Under Nasdaq rules which govern most brokers, if your broker holds your
shares in its name, your broker is permitted to vote your shares on both Item I
and Item II, even if it does not receive voting instructions from you.
The stockholders have no dissenters' or appraisal rights in connection
with either Item I or II.
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<PAGE>
PROXIES
VOTING YOUR PROXY. You may vote in person at your meeting or by proxy.
We recommend you vote by proxy even if you plan to attend the meeting. You can
always change your vote at the meeting.
Voting instructions are included on your proxy card. If you properly
give your proxy and submit it to us in time to vote, one of the individuals
named as your proxy will vote your shares as you have directed. You may vote for
or withhold authority to vote for Holiday's director nominees. You may also vote
for or against the other proposal or abstain from voting.
If you submit your proxy but do not make specific choices, your proxy
will follow the board's recommendations and vote your shares:
o "FOR" the election of each of the director nominees,
o "FOR" the ratification of PricewaterhouseCoopers, LLP as the
independent for Holiday's 2000 fiscal year,
o "FOR" any proposal by Holiday's board adjourn the annual meeting,
and
o In its discretion as to any other business as may properly come
before the annual meeting.
REVOKING YOUR PROXY. You may revoke your proxy before it is voted by:
o submitting a new proxy with a later date,
o notifying our Secretary in writing at the address provided above
before the meeting that you have revoked your proxy, or
o voting in person at the meeting.
VOTING IN PERSON. If you plan to attend a meeting and wish to vote in
person, we will give you a ballot at the meeting. You may be requested to
present documents for the purpose of establishing your identity. In addition, if
your shares are held in the name of your broker, bank or other nominee, you must
bring an account statement or letter from the nominee indicating that you are
the beneficial owner of the shares on March 24, 2000, the record date for
voting.
PEOPLE WITH DISABILITIES. We can provide reasonable assistance to help
you participate in the meeting if you tell us about your disability and your
plan to attend. Please call or write Holiday at least two weeks before the
meeting at the number or address on the second page of this proxy statement as
the "Company contact."
CONFIDENTIAL VOTING. Independent inspectors count the votes. Your
individual vote is kept confidential from us unless special circumstances exist.
For example, a copy of your proxy card will be sent to us if you write comments
on the card.
PROXY SOLICITATION. We will pay our own costs of soliciting proxies. In
addition to this mailing, Holiday employees may solicit proxies personally or by
telephone.
The extent to which these proxy soliciting efforts will be necessary
depends entirely upon how promptly proxies are submitted. You should send in
your proxy without delay. We also reimburse brokers and other nominees for their
expenses in sending these materials to you and getting your voting instructions.
OTHER BUSINESS; ADJOURNMENTS
We are not currently aware of any other business to be acted upon at
the meeting. If, however, other matters are properly brought before the meeting,
or any adjourned meeting, your proxies will have discretion to vote or act on
those matters according to their best judgment, including adjourning the
meeting.
3
<PAGE>
Adjournments may be made for the purpose of, among other things,
soliciting additional proxies. Any adjournment may be made from time to time by
approval of the holders of shares representing a majority of the votes present
in person or by proxy at the meeting, whether or not a quorum exists, without
further notice other than by an announcement made at the meeting. We do not
currently intend to seek an adjournment of our meeting.
ELECTION OF DIRECTORS
(ITEM I)
Under Holiday's certificate of incorporation, effective with the 2000
annual meeting of stockholders, the board of directors shall be divided into
three classes of directors, with each class having a number of directors as
nearly equal in number as possible and with the terms of each class expiring in
a different year. As a result, Holiday's board of directors will be divided into
three classes as described in this proxy statement.
It is intended that valid proxies received will be voted, unless
contrary instructions are given, to elect the six nominees named in the
following table to the respective class of directorship indicated. Should any
nominee decline or be unable to accept such nomination to serve as a director,
an event that we do not currently anticipate, the persons named in the enclosed
proxy reserve the right, in their discretion, to vote for a lesser number of or
for substitute nominees designated by the board of directors, to the extent
consistent with our certificate of incorporation and bylaws.
Five of the six nominees for director to be elected by the holders of
common stock is currently a member of the board of directors. If elected, each
nominee will hold office until the annual meeting of stockholders as specified
in the following table and until his respective successor is duly elected and
qualified.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE POSITIONS WITH THE COMPANY COMMITTEES
- ---------------------------- -------- ------------------- ---------------------------- ------------------
NOMINEES FOR DIRECTOR TO
HOLD OFFICE UNTIL 2001
- ----------------------------
<S> <C> <C> <C> <C>
David J. Doerge 47 1999 Director Audit
David A. Kamm 62 1999 Director --
NOMINEE FOR DIRECTOR TO
HOLD OFFICE UNTIL 2002
- ----------------------------
Lee Sanders 39 -- -- Audit
William E. Curtis 40 1999 Director Audit
NOMINEES FOR DIRECTOR TO
HOLD OFFICE UNTIL 2003
- ----------------------------
Michael S. Riley 46 1999 Chairman of the Board Executive
Ronald G. Huneycutt 56 1999 President and Chief Executive
Executive Officer
</TABLE>
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<PAGE>
NOMINEES FOR DIRECTOR TO HOLD OFFICE UNTIL 2001
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.
DAVID A. KAMM
Mr. Kamm has been a director of Holiday since May 1999. He is a
registered Investment Advisor Representative with Raymond James and Associates
in Ft. Myers, Florida. He obtained a B.S. in electrical engineering from the
University of Illinois and a MBA from Michigan State University. Mr. Kamm has
been in the investment business since 1970 and jointed his present employer in
1977. For the last eighteen years he has published a weekly column running in
numerous newspapers across the State of Florida-- "Take Stock in Florida."
NOMINEES FOR DIRECTOR TO HOLD OFFICE UNTIL 2002
LEE SANDERS
Mr. Sanders is the chairman of the board and chief executive officer of
Aviation Group, Inc. (a manufacturing, overhaul, services and distribution
company to airlines all over the world) since its inception in 1998. He is a
graduate of the University of Tennessee, earning a Bachelors Degree in Business.
Mr. Sanders has served as President of Dallas County Young Republicans and has
been honored by being appointed an admiral in the Texas Navy by the Governor of
Texas. Mr. Sanders was also named Honored Professional by Who's Who of American
Business Executives in its 1998-1999 edition.
WILLIAM E. CURTIS
Mr. Curtis currently serves as a consultant under Curtis Holdings at
Doerge Capital Management since January 2000. Mr. Curtis is also the principal
and director of Curtis Holdings since January 2000. Mr. Curtis has served as the
Midwestern regional vice president of Coast Business Credit 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.
NOMINEES FOR DIRECTOR TO HOLD OFFICE UNTIL 2003
MICHAEL S. RILEY
Mr. Riley was appointed chairman of Holiday in June 1999. Mr. Riley is
also chairman and co-founder of Recreational Holdings, Inc., a holding company
formed to acquire and grow companies in the leisure industry. 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 Fort
Lauderdale-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 Juris Doctrine from the
University of Notre Dame with an emphasis on international law.
5
<PAGE>
RONALD G. HUNEYCUTT
Mr. Huneycutt had served as the chief financial officer and a director
of Atlas Healthcare, Inc., a Miami-based holding company formed to acquire
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 PricewaterhouseCoopers, LLP), in Miami, Florida. Mr. Huneycutt received his
B.S. in Commerce from the University of Virginia and is a certified public
accountant.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE DIRECTOR
NOMINEES IDENTIFIED ABOVE.
COMPENSATION OF DIRECTORS
Holiday employees receive no extra pay for serving as directors.
Directors are reimbursed for direct expenses relating to their activities as
members of the board of directors. Pursuant to our 1999 stock compensation
program, directors are eligible to participate in the nonqualified stock option
plan under the 1999 program and directors who are not employees may participate
in the non-employee director stock option plan under the 1999 program. Upon
joining Holiday in 1999, Michael S. Riley and Ronald G. Huneycutt each were
granted by the board of directors a nonqualified stock option for 125,000 shares
of common stock. The grant date of the option to each director was the date of
the director's appointment to the board of directors. All of the options vest on
the anniversaries of the respective grant date. Holiday intends to continue to
make appropriate awards under the 1999 stock compensation program to each
non-employee director upon election to the board.
BOARD OF DIRECTORS
During fiscal 1999, the board of directors held four regularly
scheduled quarterly meetings and a total of 13 meetings. During fiscal 1999, all
directors attended at least seventy-five percent (75%) of the meetings of the
board, and of the meetings of committees of the board of which they were a
member. In addition to attending meetings, directors also discharge their
responsibilities by review of company reports to directors, visits to company
facilities, correspondence and telephone conferences with executive officers and
others regarding matters of interest and concern to Holiday.
BOARD COMMITTEES
The board appoints committees to help carry out its duties. In
particular, board committees work on key issues in greater detail than would be
possible at full board meetings. Each committee reviews the results of its
meetings with the full board. The board has established the following
committees.
EXECUTIVE COMMITTEE
The executive committee is currently composed of the following
directors:
Michael S. Riley
Ronald G. Huneycutt
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.
6
<PAGE>
AUDIT COMMITTEE
The audit committee is currently composed of the following directors:
Ronald G. Huneycutt
David A. Kamm
The audit committee met on one occasion during fiscal 1999. The
committee is responsible for accounting and internal control matters. The audit
committee:
o reviews with management, the internal auditors and the independent
auditors policies and procedures with respect to internal controls;
o reviews significant accounting matters;
o approves the audited financial statements prior to public
distribution;
o approves anysignificant changes in accounting principles or financial
reporting practices;
o reviews independent auditor services; and
o recommends to the board of directors the firm of independent auditors
to audit Holiday's consolidated financial statements.
In addition to its regular activities, the committee is available to meet on
call of the independent accountants, controller or internal auditor whenever a
special situation arises.
COMPENSATION ADVISORY COMMITTEE
The compensation advisory committee is currently composed of the
following directors:
Michael S. Riley
Ronald G. Huneycutt
Our chief financial officer, Gary L. Rodney, also serves as an ex
officio member of the compensation advisory committee. The compensation advisory
committee (including for purposes of administering Holiday's 1999 stock
compensation program) met on four occasions during fiscal 1999. The compensation
advisory committee:
o recommends to the board of directors the compensation and cash
bonus opportunities based on the achievement of objectives set by
the compensation advisory committee with respect to our chairman
of the board and president, our chief executive officer and the
other executive officers;
o administers Holiday's compensation plans for the same executives;
o determines equity compensation for all employees;
o reviews and approves the cash compensation and bonus objectives
recommended by the chairman of the board and president and the
chief executive officer for the other executive officers; and
o reviews various matters relating to employee compensation and
benefits.
COMPENSATION ADVISORY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Michael S. Riley and Ronald G. Huneycutt currently are members and Gary
L. Rodney is an ex officio member of the compensation advisory committee. Mr.
Riley is the chairman of the board, Mr. Huneycutt is the chief executive officer
and Mr. Rodney is the chief financial officer of Holiday. No other interlocking
relationships exist between the compensation committee and the board of
directors or compensation committee of any other company, nor has any such
interlocking relationship existed in the past.
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<PAGE>
BOARD COMPENSATION ADVISORY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation advisory committee of the board of directors consist
of two directors of Holiday, who also serve as officers of Holiday, Mr. Riley
and Mr. Huneycutt, and Holiday's chief financial officer, Gary Rodney. The
committee has the responsibility to recommend to the board guidelines for
administrating Holiday's 1999 stock compensation program, and the compensation
for Holiday's executive officers. The primary function of the committee is to
ensure Holiday's compensation program is consistent with Holiday's values and
aligned with the business strategy and goals.
The committee believes the compensation levels of Holiday's executives,
who provide leadership and strategic direction, should consist of (1) base
salaries that are, at a minimum, commensurate with executives of other
comparable public companies and (2) periodic cash bonuses based on the
achievement of specific objectives. These objectives are usually tied to a
percentage of the profitability of Holiday. The chief financial officer's cash
bonus is at the discretion of the board and, if awarded, will be a percentage of
the executive's base salary.
The committee also believes it should provide executive officers with
significant stock-based incentive compensation, which increases in value in
direct correlation with improvement in Holiday's common stock price. Incentive
or non-qualified stock options are granted upon appoint of the executive as an
inducement for employment. Additional incentive or non-qualified stock options
are granted to the executive if specific goals are achieved.
Each of Holiday's executive officers are also eligible to participate
in Holiday's benefit plans offered to all employees.
The Compensation Advisory Committee
Michael S. Riley
Ronald G. Huneycutt
Gary L. Rodney, ex officio
EXECUTIVE COMPENSATION
The following tables and discussion summarize the compensation of the
chief executive officer and each of the four other most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------- ---------------------------------------
OTHER
ANNUAL RESTRICTED STOCK
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS OTHER
PRINCIPAL POSITION YEAR ($) ($) ($) AWARDS ($) (#) ($)
-------------------- ------- ---------- ----------- -------------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Newton C. 1999 $73,254 $59,666 -- -- 40,000 --
Kindlund 1998 108,847 -- -- -- -- --
Chairman, 1997 107,587 -- -- -- -- --
President and
Chief Executive
Officer
W. Hardee McAlhaney 1999 $102,639 $88,128 -- -- -- $597
McAlhaney 1998 80,196 75,002 -- -- -- 597
President and 1997 81,437 52,477 -- -- -- 597
Chief Executive
Officer
</TABLE>
8
<PAGE>
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 $3,662, $2,859 and $3,181 for Mr. Kindlund for 1999, 1998
and 1997 respectively, and $5,139, $4,549 and $4,027 for Mr. McAlhaney for 1999,
1998 and 1997 respectively. Mr. McAlhaney's bonuses are based on Holiday's net
income before taxes. The other compensation payable to Mr. McAlhaney consisted
of Holiday's payment of a part of the premium on a term life insurance policy
for Mr. McAlhaney whose sole beneficiary is designated by Mr. McAlhaney. The
policy has no cash surrender value provisions.
OPTION GRANTS IN FISCAL 1999
The following table sets forth information concerning stock option
grants made in the fiscal year ended October 31, 1999, to the individuals named
in the Summary Compensation Table. There were no grants of stock appreciation
rights, or SARs, during the year. Mr. Kindlund's options were granted to him in
connection with his retention as a consultant following his resignation as an
officer and director of Holiday.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ------------------------------------------------------------------------------------------------ --------------------------
Percent of
Number of total
securities options/SARs
underlying granted to Exercise or
options employees in base price Expiration
Name granted (#) fiscal year ($/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>
OPTION EXERCISES IN FISCAL 1999 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>
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
W. Hardee McAlhaney, assistant to the chairman and prior president and
chief executive officer, has a severance agreement that provides for the payment
to him of an amount equal to $250,000 salary in the event of a termination of
his employment with Holiday.
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<PAGE>
STOCK OWNERSHIP
The following table sets forth information as to the shares of common
stock owned as of March 24, 2000 by:
(i) each person who beneficially owned more than five percent of the
outstanding common stock of Holiday;
(ii) each director or director nominee;
(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 directors, directors nominees 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. The share numbers and
percentages are calculated on the basis of the number of outstanding securities
on the record date, which was 7,239,300, 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 the record date,
in accordance with SEC Rule 13d-3. Unless a person beneficially owns more than
one percent of the outstanding common stock, no percentage is presented in the
table. The address of all officers and directors is 7851 Greenbriar Parkway,
Orlando, Florida 32819. Michael S. Riley, the Chairman of Holiday, is the
Chairman of Recreational Holdings, Inc. and, as a result, all shares owned by
Recreational Holdings, Inc. 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> <C>
Recreational Holdings, Inc. 4,158,244 56.6%
7851 Greenbriar Parkway
Orlando, Florida 32819
Michael S. Riley 4,158,244 56.6
W. Hardee McAlhaney 120,000 110,000 1.6
David A. Kamm 0 *
Ronald G. Huneycutt 0 *
William E. Curtis 14,500 *
David J. Doerge 0 *
All directors, director nominees
and officers as a group (7
persons) 4,292,744 110,000 58.4%
</TABLE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on Holiday's common stock with the
cumulative total return of the Standard and Poor's Small Cap 600 Index and a
peer group index for the period beginning November 1, 1994 and ending October
31, 1999. The graph assumes that $100 was invested on November 1, 1994 and that
all dividends are reinvested. Historic stock price performance should not be
considered indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG HOLIDAY RV SUPERSTORES, INC., THE STANDARD AND POOR'S SMALL CAP 600
INDEX, AND PEER GROUP INDEX
10
<PAGE>
[OBJECT OMITTED]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
RVEE 100.00 200.00 120.80 102.07 150.00 287.47
S&P SMALL CAP 600 100.00 121.16 145.95 192.62 171.32 191.94
PEER GROUP 100.00 79.10 81.53 76.88 97.53 148.40
</TABLE>
The peer group consist of twenty publicly owned retail companies
with similar market capitalization as Holiday, whose common stocks are traded on
exchanges. The market capitalization criteria used in determining a peer group
was selected by Holiday 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 Holiday.
The peer group consist of the following companies:
<TABLE>
<CAPTION>
<S> <C> <C>
Audio King Corp Hills Department Stores Inc. Spec's Music Inc.
Brendles Inc. Holiday RV Superstores, Inc. Strober Organization Inc.
Chariot Entertainment Inc. Huffman Koos Inc. Sunshine-Jr Stores
Evans Inc. Pubco Corp. Uni-Marts Inc. CL A
FFP Partners LP-CL Seaway Food Town Inc. Village Super Market CL A
A., Foodarama Supermarkets Siebert Financial Corp. Warehouse Club Inc. (no longer
Harold's Stores Inc. Sound Advice Inc. files as of 3/18/96)
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Holiday's officers and
directors and persons who own more than 10% of the common stock to file reports
of ownership and changes in ownership with the SEC and Nasdaq. Reporting persons
are required by SEC regulations to furnish Holiday with copies of all Section
16(a) forms they file. Based solely on a review of the copies of those forms
received or written representations from sessions subject to the reporting
requirements of Section 16(a), we believe that, with respect to the fiscal year
ended October 31, 1999, all reporting persons complied with all applicable
filing requirements of Section 16(a).
11
<PAGE>
RATIFICATION OF INDEPENDENT AUDITORS
(ITEM II)
The audit committee of the board has appointed PricewaterhouseCoopers,
LLP to audit our financial statements for fiscal year 2000. We are asking you to
ratify that appointment. PricewaterhouseCoopers, LLP has been Holiday's
independent accounting firm for many years, and we believe they are well
qualified for the job. Although the ratification is not required by law, the
board believes that stockholders should be given this opportunity to express
their views on the subject. While not binding on the board, the failure of the
stockholders to ratify the appointment of PricewaterhouseCoopers, LLP as
Holiday's independent auditors would be considered by the board and the audit
committee in determining whether to continue the engagement of
PricewaterhouseCoopers, LLP. A PricewaterhouseCoopers, LLP representative will
be at the annual meeting to answer appropriate questions and to make a statement
if he or she desires.
The board recommends you vote "FOR" this proposal.
STOCKHOLDER PROPOSALS
Any stockholder proposal for Holiday's annual meeting in 2001 must be
sent to our Secretary at the address of Holiday's principal executive office
given under "Company contact" on page 2. Any stockholder who wishes to present a
proposal for the inclusion in the proxy statement for action at the 2001 annual
meeting must comply with Holiday's certificate of incorporation and bylaws and
the rules and regulations of the SEC then in effect. The deadline for receipt of
a proposal to be considered for inclusion in Holiday's proxy statement is
December 15, 2000. On request, the Secretary will provide detailed instructions
for submitting proposals.
ANNUAL REPORT ON FORM 10-K
A copy of the Holiday's 1999 Annual Report (Form 10-K) as filed with
the Securities and Exchange Commission, including financial statements and
schedules, may be accessed from Holiday's web page on the internet at
www.holidayrv.com. or www. recusa.com.
IMPORTANT
TO ASSURE YOUR REPRESENTATION AND A QUORUM FOR THE TRANSACTION OF
BUSINESS AT THE ANNUAL MEETING, WE URGE YOU TO PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY.
April 19, 2000 HOLIDAY RV SUPERSTORES, INC.
12
<PAGE>
HOLIDAY RV SUPERSTORES, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 19, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE 2000
ANNUAL MEETING OF STOCKHOLDERS OF HOLIDAY RV SUPERSTORES, INC. The undersigned
hereby appoints Michael S. Riley and Ronald G. Huneycutt, and each of them, as
proxies, each with the power to appoint his substitutes, and hereby authorizes
them to represent and to vote, as designated on the reverse side and in
accordance with their judgment upon any other matter properly presented, all the
shares of common stock of Holiday RV Superstores, Inc. held of record by the
undersigned at the close of business on March 24, 2000, at the annual meeting of
stockholders to be held on May 19, 2000 or any adjournment or postponement
thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES NAMED HEREIN AS A DIRECTOR OF HOLIDAY AND FOR RATIFICATION OF
PRICEWATERHOUSECOOPERS, LLP AS HOLIDAY'S INDEPENDENT AUDITORS FOR FISCAL YEAR
2000.
Should any nominee decline or be unable to accept his nomination to serve as a
director, an event that we do not currently anticipate, the persons named in the
enclosed proxy reserve the right, in their discretion, to vote for a substitute
nominee designated by the board of directors.
PLEASE MARK, SIGN, DATE AND RETURN THIS FORM PROMPTLY IN THE ENCLOSED ENVELOPE.
-----------
SEE REVERSE
SIDE
-----------
<PAGE>
[X] PLEASE MARK YOUR
VOTES AS INDICATED IN
THIS EXAMPLE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of the nominee named herein and FOR Item 2.
1. ELECTION OF DIRECTORS:
(to serve until the respective Annual Meeting of Stockholders indicated).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Nominees: To serve until 2001 Annual Meeting: 1. David J. Doerge /__ / FOR all nominees /___/ WITHHOLD
2. David A. Kamm listed to the left (except AUTHORITY
as specified below) to vote for
all listed
below.
To serve until 2002 Annual Meeting: 3. Lee Sanders 4. William E. Curtis
To serve until 2003 Annual Meeting: 5. Michael S. Riley 6. Ronald G. Huneycutt
</TABLE>
(Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the space provided below.)
EXCEPT, for vote withheld from the following nominee(s):
--------------------------------------------------------
2. The proposal to ratify the appointment of PricewaterhouseCoopers, LLP as
Holiday's independent auditors for fiscal year 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Please indicate by a [ ]
check mark whether
you plan to attend the
annual meeting.
PLEASE SIGN YOUR NAME BELOW. WHEN SHARES ARE HELD
BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE THE FULL TITLE OR CAPACITY.
IF A CORPORATION, PLEASE SIGN IN CORPORATE NAME BY
AN AUTHORIZED OFFICER AND GIVE TITLE. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AN
AUTHORIZED PERSON.
-----------------------------------------------
PRINT NAME OF STOCKHOLDER
------------------------------ --------------------
SIGNATURE(S) DATE
