SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
Amendment No. 1
FORM 10 - K/A
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: OCTOBER 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________.
Commission file number: 0-16448
HOLIDAY RV SUPERSTORES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 59-1834763
- ---------------------------------- ------------------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
7851 Greenbriar Parkway, Orlando, Florida 32819
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of voting stock held by non-affiliates as of
January 15, 2000, was approximately $18,800,000. As of January 15, 2000, Holiday
RV Superstores, Incorporated had outstanding 7,216,500 shares of Common Stock.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A is being filed with respect to the
Registrant's Annual Report on Form 10-K for the year ended October 31, 1999
filed with the Securities and Exchange Commission on January 28, 2000 (the "Form
10-K"). Part III, Item 10 "Directors and Executive Officers of the Registrant,"
Item 11 "Executive Compensation," Item 12 "Security Ownership of certain
Beneficial Owners and Management," and Item 13 "Certain Relationships and
Related Transactions" of the Form 10-K are hereby amended and restated in their
entirety to include the required disclosures.
Except as provided in the next two paragraphs, the Form 10-K as amended
hereby continues to speak as of the date of the Form 10-K and the disclosures
have not been updated to speak to any later date. Any items in the Form 10-K
that are not expressly changed hereby shall be as set forth in the Form 10-K.
All information contained in this Amendment No. 1 and the Form 10-K is subject
to updating and supplementing as provided in the Company's periodic reports
filed with the SEC subsequent to the filing of the Form 10-K.
On February 24, 2000, the Registrant reincorporated in Delaware and changed
its name from Holiday RV Superstores, Incorporated to Holiday RV Superstores,
Inc.
In February 2000, the Registrant also under went several management
changes.
No exhibits are being filed with this Amendment No. 1 on Form 10-K/A.
2
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Concurrent with the sale of a significant majority of the common stock of
Holiday held by Newton C. and Joanne M. Kindlund in June 1999, each of Newton C.
Kindlund, Joanne M. Kindlund, James P. Williams, Roy W. Parker, Harvey M. Alper
and David A. Kamm resigned as directors of Holiday. Mr. Riley filled one of
these vacancies and David A. Kamm was reappointed to the board of directors to
fill another vacancy. Subsequently in July 1999 three new directors were
appointed to fill the remaining three vacancies, Ronald G. Huneycutt, David J.
Doerge and William E. Curtis.
Mr. Riley was appointed the chairman of the board of directors of Holiday
following his appointment as a director. In addition, the following changes to
Holiday's management were made following the stock sale: W. Hardee McAlhaney
resigned as vice president and 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; and Ronald G. Huneycutt was appointed secretary.
In August 1999, Patrick R. McNair was appointed as vice-president and chief
financial officer and assistant secretary of Holiday. Victor L. Hess was
appointed vice-president and chief operating officer in September 1999.
Mr. Hess resigned as vice president and chief operating officer in
November 1999.
In February 2000, Mr. McNair resigned from all positions with Holiday and
Gary L. Rodney was appointed chief financial officer. In February 2000, Mr.
McAlhaney also resigned as chief executive officer and president and was
appointed assistant to the chairman. Mr. Huneycutt was appointed chief executive
officer and president to replace Mr. McAlhaney.
Former Executive Officers and Directors
<TABLE>
<S> <C> <C>
Name Age Positions (period of service)
Newton C. Kindlund 58 President, Chief Executive Officer and Chairman of the Board
(through June 1999)
Joanne M. Kindlund 50 Executive Vice President, Secretary and Treasurer
(through June 1999)
James P. Williams 60 Director (through June 1999)
Roy W. Parker 55 Director (through June 1999)
Harvey M. Alper 52 Director (through June 1999)
Patrick R. McNair 36 Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary (August 1999 to February 2000)
Victor L. Hess 51 Vice President, Chief Operating Officer (September 1999)
</TABLE>
3
<PAGE>
Current Executive Officers and Directors
<TABLE>
<S> <C> <C>
Name Age Position (period of service or commencement)
Michael S. Riley 46 Chairman of the Board, Director (July 1999 to present)
Ronald G. Huneycutt 56 Secretary (August 1999), President (February 2000), Director (December
1999)
W. Hardee McAlhaney 52 Chief Financial Officer (through June 1999), Chief Executive Officer
and President (July 1999 - February 2000), Assistant to Chairman
(February 2000), Director
David A. Kamm 62 Director
Paul G. Clubbe 57 Director
William E. Curtis 40 Director (July 1999)
David J. Doerge 47 Director (July 1999)
Gary L. Rodney 50 Chief Financial Officer, Assistant Secretary
and Treasurer (February 2000)
Paula M. Ouellette 50 Vice President-Human Resources
</TABLE>
Michael S. Riley
Mr. Riley was appointed chairman of Holiday in July 1999. Mr. Riley is also
chairman and co-founder of Atlas Recreational Holdings, Inc., a holding company
formed to acquire and develop 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 Ft.
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 law degree from the
University of Notre Dame with an emphasis on international law.
Ronald G. Huneycutt
Mr. Huneycutt was appointed a director in July 1999, secretary of Holiday
in August 1999, and president in February 2000. Mr. Huneycutt has served as the
chief financial officer and a director 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 served as consultant and
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.
W. Hardee McAlhaney
Mr. McAlhaney joined Holiday as corporate comptroller in 1989. He was
appointed chief financial officer in October 1989, was appointed president and
chief executive officer in June 1999 and has served as a director since 1993. In
August 1999, Mr. McAlhaney resigned as chief financial officer and in February
2000, Mr. McAlhaney resigned as president and chief executive officer and was
appointed assistant to the chairman. 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 Athletic Attic and The Athlete's Foot, prior to
joining Drexel, Burnham, Lambert as an investment consultant.
4
<PAGE>
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."
Paul G. Clubbe
Mr. Clubbe has been a director of Holiday 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.
William E. Curtis
Mr. Curtis was appointed a director of Holiday in July 1999. 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.
David J. Doerge
Mr. Doerge was appointed a director of Holiday in July 1999. 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 B.A. from
Trinity College in Hartford, Connecticut.
Gary L. Rodney
Mr. Rodney has been the chief financial officer, assistant secretary and
treasurer of Holiday since February 2000. He was the chief financial officer of
Command Software Systems, Inc. from 1997 to 1999, a manufacturer and distributor
of commercial Anti-Virus software. From 1993 to 1999 he was the financial
management consultant for Infoquest Tech/Results Group, specializing in
information systems, customer software solutions, systems integration, strategic
and financial planning and communications. From 1993 to 1996 he was the business
manager and chief financial officer of Atlas Paper Mills, Ltd., a manufacturer
and distributor of recycled paper products. Mr. Rodney holds a B.B.A from
Florida International University and an M.B.A. from Barry University. Mr. Rodney
is also a member of the following professional associations, American Institute
of Certified Public Accountants, Florida Institute of Certified Public
Accountants and FICPA Technology Committee Member. He has been a CPA since 1973.
Paula M. Ouellete
Ms. Ouellette has served Holiday 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's labor relations, recruiting,
benefits administration and labor law compliance efforts at the corporate level,
while also overseeing human resources at each of Holiday's dealership locations.
Ms. Ouellette joined Holiday from a Rhode Island-based supermarket chain, where
she served as office manager and in various customer service manager positions.
5
<PAGE>
Patrick R. McNair
Mr. McNair was appointed Holiday's chief financial officer, treasurer and
assistant secretary in August 1999, a position he held until his resignation in
February 2000. Prior to joining Holiday, he was vice president of finance and
administration for CNL Fund Advisors, Inc., responsible for corporate finance
and investment structuring for this $1 billion real estate investment trust. Mr.
McNair previously served in various financial leadership positions for Sawtek,
Inc., a publicly traded electronics manufacturer and WLR Foods Inc., a publicly
held national food manufacturer and distributor. Mr. McNair also spent four
years with accounting firm Arthur Andersen & Co. He holds bachelor's and
master's degrees from the University of Georgia.
Item 11. Executive Compensation
The following tables and discussion summarize the compensation of the chief
executive officer and each of the four other most highly compensated executive
officers.
Summary Compensation Table
<TABLE>
Long-Term Compensation
Annual Compensation ------------------------
--------------------
Other
Annual Restricted Stock
Name and Salary Bonus Compensation Stock Options Other
Principal Year ($) ($) ($) Awards ($) (#) ($)
Position
------------ ------- --------- --------- ------------ ------------ --------- --------
<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 1999 $102,639 $88,128 -- -- -- $597
McAlhaney 1998 80,196 75,002 -- -- -- 597
President 1997 81,437 52,477 -- -- -- 597
and Chief
Executive
Officer
---------------- -- ------- -- ---------- --- ------------- -- -------------- -- ----------- --- -------- --- ---------
</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 $3,662, $2,859 and $3,181 for Mr. Kindlund for 1999, 1998 and
1997 respectively, and $5,139, $4,549 and $4,027 for Mr. McAlhaney for 1999,
1998 and 1997 respectively. Mr. McAlhaney's bonuses are based on Holiday's net
income before taxes. The other compensation payable to Mr. McAlhaney consisted
of Holiday's payment of a part of the premium on a term life insurance policy
for Mr. McAlhaney whose sole beneficiary is designated by Mr. McAlhaney. The
policy has no cash surrender value provisions.
Option Grants in Fiscal 1999
The following table sets forth information concerning stock option grants
made in the fiscal year ended October 31, 1999, to the individuals named in the
Summary Compensation Table. There were no grants of stock appreciation rights,
or SARs, during the year. Mr. Kindlund's options were granted to him in
connection with his retention as a consultant following his resignation as an
officer and director of Holiday.
6
<PAGE>
<TABLE>
Potential realizable
value at assumed annual
rates of stock price
appreciation for option
Individual grants term
- -------------------------------------------------------------------------------- --------------- ---------------------------
Percent of
Number of total
securities options/SARs Exercise or
underlying granted to base price
options employees in ($/sh) Expiration
Name granted (#) fiscal year 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 $4.313, the reported closing price of common stock on October 29, 1999.
<TABLE>
Number of securities Value of unexercised
underlying unexercised in-the-money options
options at FY-end (#) FY-end ($) (1)
---------------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------ --------------- ------------ --------------
W. Hardee McAlhaney 125,000 -- $326,765 --
Newton C. Kindlund -- -- -- --
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as to the shares of common stock
owned as of February 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 the 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 7,241,500, 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 the record date,
in accordance with SEC Rule 13d-3. Under this rule, the proposed option grants
to the directors made in May 1999, which are not exercisable for one year, are
not included in the table. 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 Atlas Recreational Holdings, Inc. and, as a result, all shares owned
by Atlas are presented as beneficially owned by Mr. Riley also.
7
<PAGE>
<TABLE>
Numbers of Shares Options Included
Name and Address Beneficially Owned In Total Percentage of Class
- ------------------------------------------- ------------------------ ------------------- -----------------------
<S> <C> <C> <C>
Atlas Recreational Holdings, Inc. 4,158,244 56.6%
701 Brickell Avenue,
Suite 3120
Miami, Florida 33131
Michael S. Riley 4,158,244 56.6
W. Hardee McAlhaney 110,000 100,000 1.5
Paul G. Clubbe 40,000 *
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 (7 persons) 4,308,244 100,000 58.7%
_________
* Less than 1%
</TABLE>
Item 13 Certain Relationships and Related Transactions
None.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: February 28, 2000 HOLIDAY RV SUPERSTORES, INCORPORATED
Registrant
By: /s/ Ronald G. Huneycutt
______________________________________
Ronald G. Huneycutt, President
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael S. Riley Chairman of the February 28,2000
- ----------------------------------- Board of Directors
Michael S. Riley
/s/ Ronald G. Huneycutt President, Chief Executive February 28, 2000
- ----------------------------------- Officer, Secretary, Director
Ronald G. Huneycutt (Principal Executive Officer)
/s/ Gary L. Rodney Vice President, February 28, 2000
- ----------------------------------- Chief Financial Officer, Assistant Secretary
Gary L. Rodney (Principal Financial and Accounting Officer)
/s/ W. Hardee McAlhaney Director February 28, 2000
- -----------------------------------
W. Hardee McAlhaney
- ---------------------------------- Director February 28, 2000
David J. Doerge
/s/ William Curtis Director February 28, 2000
- ----------------------------------
William Curtis
- ---------------------------------- Director February 28, 2000
Paul G. Clubbe
- ---------------------------------- Director February 28, 2000
David A. Kamm
</TABLE>
9
