GENMAR HOLDINGS INC, 10-K, 1997-03-21

GENMAR HOLDINGS INC
10-K, 1997-03-21
SHIP & BOAT BUILDING & REPAIRING

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--------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20569
----------------

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 33-82650

GENMAR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 41-1778106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

100 SOUTH FIFTH STREET 55402
SUITE 2400 (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (612) 339-7900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months and (2) has been subject to such filing
requirements for the past ninety days: Yes X No
----- -----

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: The aggregate market value of the Common Stock of Genmar
Holdings, Inc. held on March 20, 1997 by persons other than officers, directors,
and other persons considered by management to be affiliates of the Company is
zero.

Indicate the number of shares outstanding of each class of the Registrant's
Common Stock as of the latest practicable date: On March 20, 1997, there were
1,779,415 shares of Common Stock, $.01 par value, of Genmar Holdings, Inc.
outstanding.

Documents incorporated by reference: None

- - --------------------------------------------------------------------------------
GENMAR HOLDINGS, INC.
FORM 10-K

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GENMAR HOLDINGS, INC. AND SUBSIDIARIES

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 1996

PART I

ITEM 1. BUSINESS.

DEVELOPMENT OF BUSINESS

Genmar Holdings, Inc., a Delaware corporation (the "Company"), through its
subsidiaries, operates within a single industry segment, the manufacture and
marketing of motorized pleasure boats. The Company was organized in March 1994
to combine the operations of Minstar, Inc. ("Minstar") and Miramar Marine
Corporation ("Miramar"), each of which had been under the control of investor
groups led by Irwin L. Jacobs, as part of a strategic and comprehensive
financial restructuring aimed at combining their resources under a single
centralized and integrated corporate structure (the "Restructuring"). References
herein to the "Company" mean the Company and its subsidiaries, unless the
context otherwise requires. References to activities of, and financial
information with respect to, the Company prior to its formation are to the
corresponding activities of Minstar and Miramar and their respective
subsidiaries, unless the context otherwise requires.

Minstar was incorporated in Minnesota in 1962 and was subsequently
reincorporated in Delaware in September 1985. Minstar expanded its businesses
through several major acquisitions during 1983 through 1985, including the
acquisition of AMF Incorporated ("AMF") in 1985. Subsequently, Minstar disposed
of all of the business operations originally obtained in these acquisitions
other than those engaged in the manufacture and sale of motorized pleasure
boats. In November 1988, Minstar was acquired in a leveraged buyout transaction
by IJ Holdings Corp. ("IJ Holdings"), which was owned by an investor group led
by Irwin L. Jacobs. Since 1988, Minstar's operations have consisted primarily of
its wholly-owned boat manufacturing subsidiary, Genmar Industries, Inc. ("Genmar
Industries"), a principal operating subsidiary of the Company. In December 1994,
Minstar was merged into IJ Holdings and IJ Holdings changed its name to Minstar,
Inc.

Miramar was incorporated in Texas in 1985 and was reincorporated in
Delaware in 1991. Miramar was formed to acquire Carver Boat Corporation
("Carver"), which originally began operations in 1954 as a small, closely-held
boat manufacturer. In July 1987, Miramar acquired Wood Manufacturing Company,
Inc. ("Wood"), which manufactures the RANGER line of fishing boats, and which
had been founded in 1968 by two prominent figures in the tournament bass fishing
industry. Miramar was acquired in 1991 by Jacobs Management Corporation ("JMC"),
a corporation affiliated with Irwin L. Jacobs. In December 1994, Miramar was
merged into Carver and Wood became a wholly-owned subsidiary of Carver.

PRODUCTS

The Company is a leading manufacturer of motorized pleasure boats. The
Company markets a complete product line of luxury yachts, recreational
powerboats and fishing boats through a network of more than 1,000 independent
authorized dealers. Based on industry and Company information, management
believes the Company is one of the largest domestic manufacturers in the
industry. The

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Company markets its boats under such well-established trade names as HATTERAS,
CARVER, TROJAN, WELLCRAFT, LARSON, GLASTRON, EXCEL, RANGER, LUND, CRESTLINER,
AQUASPORT and CAJUN. The Company's principal operating subsidiaries are Genmar
Industries and Carver.

The following table provides a brief description of the Company's products
by category, including product line and trade name, number of models
manufactured, overall length, retail price range, and description of boats
manufactured:
<TABLE>
<CAPTION>

PRODUCT LINE AND NUMBER OVERALL
TRADE NAME OF MODELS LENGTH RETAIL PRICE RANGE DESCRIPTION
---------- --------- ------- ----------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
LUXURY YACHTS:
Hatteras 39 82'-130' $3,100,000 to $9,200,000 Custom yachts.
40'-74' 400,000 to 2,200,000 Motor and cockpit motor
yachts.
39'-90' 375,000 to 4,200,000 Sportfishing convertibles.

Carver 17 25'-50' 50,000 to 500,000 Motor yachts and wide-beam
cruisers.
Trojan 3 35'-44' 150,000 to 400,000 Express yachts.

RECREATIONAL POWERBOATS:
Wellcraft 24 20'-45' 22,000 to 300,000 Runabouts, wide-beam sport
and performance cruisers, and
performance boats.
Larson 23 16'-31' 5,000 to 90,000 Runabouts and wide-beam
and narrow-beam cruisers.
Glastron 19 16'-24' 5,000 to 29,000 Runabouts and narrow-beam
cruisers.
Excel 12 17'-26' 14,000 to 47,000 Runabouts and narrow-beam
cruisers.

FISHING BOATS:
Lund 50 12'-24' 1,000 to 35,000 Premium aluminum fishing
boats and narrow-beam
cruisers.
Ranger 45 16'-25' 12,000 to 60,000 Fiberglass and aluminum
bass, multi-species and
saltwater fishing boats.
Crestliner 43 12'-24' 850 to 33,000 Aluminum fish'n ski,
narrow-beam cruisers, fishing
boats and pontoons.
Cajun 18 15'-23' 7,000 to 25,000 Fiberglass bass fishing, fish'n
ski and center console bay
boats.
Wellcraft 10 16'-33' 10,000 to 193,000 Fiberglass offshore fishing
boats.
Aquasport 9 16'-25' 10,000 to 49,000 Fiberglass offshore fishing
boats.

</TABLE>
From 12 foot aluminum fishing boats to 130 foot custom luxury yachts, the
Company distinguishes itself by offering products to the luxury market, the
family recreational market and the fishing boat market, as well as many smaller
niche markets.

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LUXURY YACHTS

The Company's line of luxury yachts includes ocean-going luxury motor
yachts, cockpit motor yachts, custom yachts, cabin cruisers and sportfishing
convertibles sold under the trade names HATTERAS, CARVER and TROJAN.

LUXURY MOTOR YACHTS AND CABIN CRUISERS. The Company's products in the
luxury category of the marine market provide complete, self-contained living
accommodations. Products in this market provide the affluent consumer with
accommodations so complete that they may serve as a residence on water.

HATTERAS products serve the "prestige" market of experienced boat owners
seeking a "top of the line" luxury yacht. Priced at retail between $400,000 and
$9,200,000 and ranging in size from 40 to 130 feet, HATTERAS yachts are marketed
by yacht dealers worldwide.

CARVER manufactures motor yachts ranging in length from 25 to 50 feet
designed to appeal to both experienced boating enthusiasts and first-time
buyers. CARVER yachts range from aft cabin and cockpit models to express
cruisers, at retail prices ranging from $50,000 to $500,000, and are targeted to
consumers who desire luxury yachts with superior accommodations and value.

TROJAN motor yachts emphasize style and individualism and are targeted
toward younger buyers in the Euro-inspired luxury express yacht market. TROJAN
yachts are offered in three models, ranging from 35 to 44 feet in length, and
ranging in price at retail from $150,000 to $400,000.

SPORTFISHING CONVERTIBLES. Sportfishing convertibles (boats designed for
deep-sea fishing and equipped with many of the features and accommodations of a
luxury yacht) are currently sold under the HATTERAS trade name. HATTERAS
sportfishing convertibles range in length from 39 to 90 feet, and in retail
price from $375,000 to $4,200,000. The sportfishing convertibles have the same
name recognition and reputation as HATTERAS motor yachts and are sold and
marketed by yacht dealers worldwide.

RECREATIONAL POWERBOATS

The Company's line of recreational powerboats includes runabouts,
sportboats, performance boats and narrow-beam and wide-beam cruisers sold under
the tradenames WELLCRAFT, LARSON, GLASTRON and EXCEL.

RUNABOUTS, SPORTBOATS AND CRUISERS. The Company's runabouts, sportboats and
narrow-beam and wide-beam cruisers are aimed at the family recreational market.
From WELLCRAFT, which markets a wide range of boats, to LARSON, with its 84 year
tradition of boat building experience, to the EXCEL product line, the Company
believes that its runabouts, sportboats and narrow-beam and wide-beam cruisers
give buyers performance and dependability at an affordable price for family fun.

WELLCRAFT manufactures 24 models of fiberglass powerboats designed to
appeal to both experienced boating enthusiasts and first-time buyers.
WELLCRAFT'S wide-beam sport cruisers range in length from 28 to 36 feet and are
priced at retail from approximately $65,000 to $150,000, while its sportboats
and runabouts range from 20 to 26 feet in length and are priced at retail from
$22,000 to $37,000. LARSON boats are offered in 23 models ranging from 16 to 31
feet in length, at retail prices ranging from $5,000 to $90,000. GLASTRON
features entry-level and mid-priced runabouts and narrow-beam cruisers. GLASTRON
boats are offered in 19 models ranging from 16 to 24 feet in length, and retail
at prices from $5,000 to $29,000. EXCEL is a family-oriented product line built
around the concept of affordability, style, quality and features. EXCEL offers
complete packages which consist of a boat, motor and trailer that target the
value-conscious buyer. EXCEL runabouts and narrow-beam cruisers are offered in
12 models ranging from

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17 to 26 feet in length and are priced at retail from $14,000 to $47,000. The
Company annually introduces several new models under the WELLCRAFT, LARSON, and
GLASTRON trademarks.

PERFORMANCE SPORTBOATS AND CRUISERS. The Company's SCARAB fiberglass
performance boats, manufactured by WELLCRAFT, are market leaders in their class.
SCARAB boats are targeted at the serious boating enthusiast and include models
with cabins and limited live-aboard capability. SCARAB boats are used in the
performance boat racing circuit and have set numerous time and speed records.
Offerings in this product category range in length from 19 to 43 feet and are
priced at retail from $20,000 to $243,000. The Company's line of performance
cruisers are manufactured by Riveria Marine in Australia and are marketed
through Wellcraft to dealers worldwide. These models are designed to appeal to
customers desiring both offshore performance characteristics and full cruising
amenities. Current offerings range in length from 38 to 45 feet and are priced
at retail from approximately $225,000 to $300,000.

FISHING BOATS

The Company's fishing boats include both aluminum and fiberglass inland
freshwater and fiberglass offshore saltwater fishing boats sold under the brand
names RANGER, LUND, CRESTLINER, WELLCRAFT, AQUASPORT and CAJUN. Products in this
market are aimed at the serious fishing enthusiast and more casual fisherman
seeking a high-quality product designed with the features desired and demanded
by customers. RANGER, which manufactures and markets its fiberglass bass boats
to those who enjoy serious bass fishing, also offers a line of aluminum bass
boats and pontoons. Management believes, based on the use of RANGER boats in
major national bass fishing tournaments, that the Company's RANGER boats enjoy
wider use among professional bass tournament fishermen than any other brand.
RANGER fishing boats range in length from 16 to 25 feet and are priced at retail
from $12,000 to $60,000.

LUND has manufactured aluminum fishing boats since 1948. Lund's product
offerings include premium quality fishing boats ranging from basic utility
models to tournament fishing models, and narrow beam fishing cruisers. LUND
offers 50 models ranging from 12 to 24 feet in length, at retail prices ranging
from $1,000 to $35,000.

CRESTLINER offers aluminum boats in 43 models ranging from 12 to 24 feet in
length. CRESTLINER boats are priced at retail from $850 to $33,000. CAJUN offers
a wide range of fiberglass bass and fish 'n ski boats targeted to users ranging
from the first time fisherman to the professional bass fisherman. CAJUN boats
are available in 18 models ranging from 15 to 23 feet in length, at retail
prices ranging from $7,000 to $25,000. AQUASPORT boats are offered in 9 models
ranging in length from 16 to 25 feet, at retail prices ranging from $10,000 to
$49,000. WELLCRAFT fishing boats are available in 10 models ranging from 16 to
33 feet in length, at retail prices ranging from $10,000 to $193,000.

MARKETING AND SALES

The Company's products are sold primarily in the United States
(approximately 92% of 1996 net revenues). The Company also manufactures certain
LUND products and distributes LARSON, GLASTRON, WELLCRAFT, EXCEL and LUND boats
in Canada through Genmar Boats Canada, Inc., an indirect wholly-owned subsidiary
of the Company.

The Company's products are generally marketed worldwide through independent
dealer networks. Independent dealers are primarily responsible for marketing
motorized pleasure boats to the retail consumer. The Company augments its
dealers' marketing efforts, among other methods, by advertising in
international, national and regional boating and other recreation magazines, by
furnishing promotional assistance at international, national or regional boat
shows, by participating in special promotional programs with other producers of
consumer goods and certain retailers and by providing

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Company-sponsored retail finance and other programs designed to assist its
dealers in selling and marketing Company products.

The Company's sales are made through more than 1,000 independent,
authorized dealers. Many of these dealers carry the products of only one or two
of the Company's operating units and most are not exclusive to the Company.
Although the Company has long-standing relationships with many of its dealers,
dealer agreements generally are for a term of one year. No single dealer
accounted for more than 10% of the Company's net revenues in 1996.

The Company sponsors various programs to provide its dealers with marketing
and financial assistance and to encourage them to offer broader lines of the
Company's products. In addition, the Company's dealer incentive programs
encourage dealers to purchase inventory during the off-season, which helps
minimize seasonal fluctuations in the Company's manufacturing operations. The
Company has continued its dealer assistance and other marketing programs in an
effort to strengthen its dealer base, increase market penetration and facilitate
dealers in obtaining wholesale and retail financing.

The Company offers various credit terms, including, through third party
lending sources, floor plan financing to qualified dealers who buy the Company's
products. In most cases, boats are sold to dealers under third-party floor plan
financing arrangements or cash on delivery. Foreign sales are financed
primarily under letter of credit terms. In a typical floor plan financing
arrangement, an institutional lender agrees to provide to a dealer a line of
credit in a specified amount for the purchase of inventory which secures such
credit. The Company, in turn, agrees to indemnify the lender against loss up to
a specified aggregate amount arising from defaults by dealers financed by such
lender. Such indemnification is generally made through limited recourse
liability and the repurchase by the Company of boats which have been repossessed
by the lender. For the year ended December 31, 1996, approximately $343 million
of the Company's net revenues were financed through such floor plan financing
arrangements. During 1996, 1995 and 1994 approximately $3.2 million,
$1.9 million and $.8 million of dealer inventory was repurchased by the Company
from floor plan lenders, respectively. The Company incurred recourse losses
totaling $.4 million under these arrangements during 1996, with no recourse
losses incurred during 1995 and 1994. As of December 31, 1996, subsidiaries of
the Company were contingently liable to repurchase inventory in the aggregate
maximum amount of $41.8 million, and had contingent recourse liability in the
aggregate maximum amount of $18.4 million.

Each of the Company's operating units holds an annual dealer meeting, at
which the operating unit promotes its line for the new model year (which
commences on July 1st) and offers special programs to give dealers an incentive
to order boats for delivery during certain off-season months of the fall and
winter. These programs facilitate earlier movement of the Company's inventory
into distribution and enable each operating unit to manufacture at a relatively
constant rate throughout the year, thereby reducing the impact of seasonal
factors on the Company's operations. All operating units have ongoing programs
aimed at maintaining inventories at the lowest possible levels. Sales are made
to dealers by the Company's own sales personnel and by independent
manufacturers' representatives.

INVENTORY AND BACKLOG

Although the Company encourages dealers to place orders for products on a
consistent and continuous basis throughout the year, thereby eliminating the
Company's need to maintain a large stock of products in inventory, each
operating unit's backlog of dealer orders generally peaks shortly after its
annual dealer meeting and is at its lowest levels at calendar year-end and
shortly before the annual dealer meeting.

With certain exceptions, the Company generally avoids producing boats for
its inventory. As of March 1997, the Company's backlog of orders, net of
estimated cancellations, was approximately $150 million, a decrease of
approximately 16% from the same measurement date one year ago, with the decrease

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principally attributable to a decreased custom yacht order backlog.
Approximately $15 million of the March 1997 backlog is for shipments scheduled
in 1998 or later, while approximately $37 million of the March 1996 backlog was
for shipments scheduled in 1997 or later. Dealer orders are subject to
cancellation at any time prior to shipment.

MANUFACTURING OPERATIONS

The Company's motorized pleasure boats are manufactured at 11 principal
locations in Arkansas, Florida, Louisiana, Minnesota, North Carolina, Wisconsin
and Manitoba, Canada. The Company continues to focus on increasing operating
efficiency and improving product quality by consolidating and redeploying its
manufacturing capacity and by utilizing new and improved manufacturing
techniques. Over the past several years, the Company has taken steps to close
certain inefficient facilities and realign and consolidate its remaining plants
to minimize manufacturing and transportation costs. The Company has sought to
gain further cost-savings through economies of scale by gearing certain of its
plants to manufacture boat models under several different trade names. The
Company's use of automation in manufacturing certain of its boats has also
increased in recent years.

The Company does not manufacture the engines installed in its boats. The
engines installed in the Company's boats are generally specified by dealers at
the time of ordering, usually on the basis of anticipated retail customer
preference. The Company has entered into agreements with Mercury Marine
("Mercury Marine"), a division of Brunswick Corp. ("Brunswick"), and Volvo North
America Corporation ("Volvo"), respectively, whereby the Company has agreed to
purchase inboard and inboard/outdrive engines from Mercury Marine and Volvo. If
the Company fails to purchase certain unit volumes as specified in the
agreements with Mercury Marine and Volvo, loss of certain purchase discounts
and/or penalties may result. Based on the Company's past experiences and current
purchases of engines, management believes that any loss of purchase discounts
and/or penalties will not have a material effect on the Company's operations.
The agreements with Mercury Marine and Volvo expire on June 30, 1997 and
August 31, 1999, respectively, unless terminated earlier for specific cause. The
Company also has an agreement with Mercury Marine for the purchase of outboard
engines. The agreement, which will expire on December 31, 2002, contains minimum
annual purchase requirements in order for the Company to earn certain discounts
and/or receive certain rebates. As of December 31, 1996, the Company has
received $2.0 million, as an advance discount against future outboard engine
purchases which is subject to refund if certain minimum purchases are not
obtained. The Company also has an agreement with Outboard Marine Corporation
("OMC") to pre-rig certain of its products for outboard engines sold by OMC to
the Company's dealers. The Company receives a fee from OMC based on the volume
of pre-rigged products sold to the Company's dealers, subject to penalties if
certain minimum annual purchase requirements are not achieved.

Although inboard, inboard/outdrive and outboard engines of comparable
quality and cost are available from other manufacturers, should there be a
sudden interruption in the supply of engines from the Company's principal
suppliers (due to any reason, including a protracted strike or other event
affecting production at a supplier's manufacturing facility), the Company might
not be able to obtain engines from other suppliers in sufficient quantities to
meet its near-term production schedules.

COMPETITION

Competition within the motorized pleasure boat manufacturing industry is
intense, with several hundred manufacturers operating at the national and
regional levels. The nationally recognized domestic manufacturers competing
with the Company include, among others, Brunswick (through its U.S. Marine,
Boston Whaler and Sea Ray operations), and OMC (through its Chris Craft, Four
Winns and Stratos

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operations). Both Brunswick and OMC, which have greater financial and other
resources available than those available to the Company, are vertically
integrated, manufacturing engines as well as boats. Manufacturers also compete
directly with the used boat market and indirectly with other competing
recreational products and activities.

The Company trademarks of HATTERAS, CARVER, TROJAN, WELLCRAFT, EXCEL,
LARSON, GLASTRON, RANGER, LUND, CRESTLINER and AQUASPORT are well-established
and enjoy international, national and regional recognition. The Company believes
its HATTERAS product line is the market leader in the over 50-foot luxury yacht
segment and that its LUND and RANGER fishing boats are unparalleled in their
reputation and brand loyalty among serious fishing enthusiasts in their markets.
The Company's boats compete with those of other manufacturers primarily on the
basis of their reputation for performance, durability and stability, as well as
their styling and price. Pricing of boats at retail is determined solely by the
dealer.

PATENTS AND TRADEMARKS

Generally, patents are not significant in the motorized pleasure boat
industry. Trademarks and tradenames do carry importance, and are generally
associated with the name of a particular company or product. The HATTERAS,
CARVER, TROJAN, WELLCRAFT, EXCEL, LARSON, GLASTRON, RANGER, LUND, CRESTLINER and
AQUASPORT trademarks, among others, are owned by the Company and most of the
Company's principal trademarks are registered with the U.S. Patent Office. Other
registered trademarks, such as SCARAB, together with certain styling features
associated with them, are licensed exclusively to the Company. The Company also
is a licensee of certain hull designs developed and/or patented by others.

REGULATION AND ENVIRONMENTAL

The Company's operations are subject to numerous federal, state and local
laws and regulations relative to the safety and protection of the environment.
Certain materials used in boat manufacturing which are toxic, flammable,
corrosive or reactive are classified by federal and state governments as
"hazardous materials." Control of these substances is regulated by the
Environmental Protection Agency ("EPA") and state environmental protection
agencies. These government agencies require reports and inspect facilities to
monitor compliance. In addition, under the Comprehensive Environmental Response
Compensation and Liability Act, as amended ("CERCLA"), any generator of
hazardous waste sent to a hazardous waste disposal site is potentially
responsible for the clean-up, remediation and response costs required for such
site in the event the site is not properly operated or closed by the owner or
operator, irrespective of the amount of hazardous waste which the generator sent
to the site.

Although the Company believes that it is in substantial compliance with all
existing environmental laws and regulations, the Company has, with respect to
its Wellcraft facility in Florida, been assessed certain penalties for alleged
environmental law violations and has agreed to conduct certain remedial action.
In 1995, the Company signed a final consent order with the Florida Department of
Environmental Protection to settle all outstanding issues with respect to an
acetone leak at its plant in Sarasota, Florida, and recorded additional
provisions of $2.2 million to cover the estimated cost of remediation activities
required at this site. Based on available information, the Company believes
reserves as of December 31, 1996 are adequate to cover such estimated costs.

<PAGE>

the USTs. In addition, many of the states in which these tanks are located have
state funds available to reimburse owners for the cost of remedial action
associated with petroleum releases from USTs. However, until the tanks are
removed in compliance with environmental laws, the Company cannot predict with
any certainty the nature or extent of contamination, if any, or potential
remedial costs associated therewith.

In addition to its current regulatory obligations, the Company faces
substantial risks that the practices of some of its current and divested
operations may have created conditions which give rise to liability under
CERCLA, and comparable state statutes. With respect to these potential
liabilities, the Company has been identified as a potentially responsible party
at approximately 10 active sites. In certain instances, the Company also has a
duty to indemnify the current owners for environmental matters related to
operations divested by AMF, including operations divested by AMF prior to its
acquisition by Minstar. The Company currently anticipates total
environmental-related costs associated with its divested operations to range
from approximately $6.0 million to $8.0 million, which include CERCLA-type
liabilities, and which costs are likely to be incurred over the next 8-10 years.
In 1996 and 1995, the Company made cash payments relating to environmental
matters in connection with divested operations of approximately $1.9 million and
$.6 million, respectively. As of December 31, 1996, based on available
information, the Company has reserves of $8.1 million to account for such
potential exposure with respect to divested operations, and believes that such
reserves are adequate to cover such potential costs. Nevertheless, the nature
and extent of CERCLA proceedings is such that cleanup estimates, the allocated
financial responsibilities of potentially responsible parties, and the degree of
regulatory scrutiny may change over time, and therefore there can be no
certainty that such estimates will ultimately reflect the Company's exposure
with respect to such matters.

Although capital expenditures related to compliance with environmental laws
are expected to increase in the coming years, the Company does not currently
anticipate that any material expenditures will be required to continue to comply
with existing environmental or safety laws or regulations in connection with the
Company's ongoing operations. However, future costs for compliance cannot be
predicted with precision and there can be no certainty with respect to any costs
the Company may be forced to incur in connection with its historical on-site or
off-site waste disposal. Laws and regulations protecting the environment have
become more stringent in recent years, and may in certain circumstances impose
"strict liability," rendering a person liable for environmental damage without
regard to negligence or fault on the part of such person. In addition,
modifications of existing regulations or the adoption of new regulations in the
future, or unanticipated enforcement actions, particularly with respect to
environmental standards, could require material capital expenditures or
otherwise have a material adverse effect on the Company's operations.

Motorized pleasure boats must be certified by the manufacturer as meeting
United States Coast Guard specifications. In addition, boat safety is subject to
federal regulation under the Boat Safety Act of 1971, as amended, pursuant to
which boat manufacturers may be required to recall products for replacement of
parts or components that have demonstrated defects affecting safety. The Company
has conducted product recalls in the past to correct safety-related defects.
None of the recalls has had a material adverse effect on the Company and the
Company believes its recall experience has been consistent with the prevailing
industry experience.

EMPLOYEES

At February 28, 1997, the Company had approximately 4,900 employees,
approximately 130 of whom were subject to a collective bargaining agreement.
Approximately 4,200 of these employees were engaged in the manufacturing
operations. The Company considers its employee relations to be satisfactory. The
Company does not conduct significant manufacturing operations outside the United
States.

<PAGE>

ITEM 2. PROPERTIES

The Company's boat manufacturing facilities, together with associated boat
storage and office space, aggregate approximately 3.8 million square feet,
substantially all of which are owned by the Company. The following table
summarizes these manufacturing facilities:

PLANT/LOCATION PRODUCT LINES MANUFACTURED
-------------- --------------------------
New Bern, North Carolina HATTERAS motor and cockpit motor yachts,
sportfishing convertibles over 55 feet
and custom yachts.

High Point, North Carolina HATTERAS motor and cockpit motor yachts,
sportfishing convertibles under 55 feet
and certain TROJAN express yachts.

Pulaski, Wisconsin CARVER yachts, certain TROJAN express
yachts and certain LARSON wide-beam cruisers.

Sarasota, Florida WELLCRAFT larger runabouts, offshore fishing
boats, performance boats, narrow and
wide-beam cruisers, AQUASPORT offshore
fishing boats and EXCEL cruisers.

Avon Park, Florida WELLCRAFT and EXCEL runabouts and WELLCRAFT
and AQUASPORT offshore fishing boats.

Little Falls, Minnesota LARSON runabouts and narrow beam cruisers,
GLASTRON runabouts and narrow-beam cruisers.

Flippin, Arkansas RANGER bass boats and fishing boats.

New York Mills, Minnesota LUND aluminum fishing boats and
narrow-beam cruisers.

Little Falls, Minnesota CRESTLINER aluminum fishing boats,
narrow-beam cruisers and pontoons, RANGER
aluminum bass boats and RANGER pontoons.

Winnsboro, Louisiana CAJUN bass boats, bay boats and
fish 'n ski boats.

Steinbach, Manitoba (Canada) Certain LUND and CRESTLINER aluminum
fishing boats.

The Company believes that its properties are well maintained and are in
good operating condition. Generally, its plants are of reasonably modern,
single-story construction providing for efficient manufacturing and distribution
operations. The properties are deemed to be suitable and of adequate capacity to
serve the Company's near term needs.

Subsequent to year-end, the Company completed negotiations on an agreement,
subject to certain contingencies, for the sale of two production facilities
located in Rocky Point, North Carolina, which have been inactive and held for
sale since 1991.

ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are parties to legal proceedings,
including product liability claims, that are considered to be either ordinary,
routine litigation incidental to their business or not material to the Company's
consolidated financial position or results of operations. For a discussion of
administrative proceedings involving environmental laws and regulations, see the
section titled "Regulation and Environmental" in Item 1.

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matter to a vote of its security holders
during the fourth quarter of the fiscal year covered by this Annual Report.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

The Company's common stock is not publicly traded and no cash or stock
dividends have been declared or paid. The Company's current credit agreement,
pursuant to which The Bank of New York acts as agent, and the indenture
governing the Company's 13.5% Subordinated Notes (the "Indenture"), restrict the
payment of dividends by the Company. Any future payment of dividends will depend
on applicable contractual restrictions, as well as the financial condition,
capital requirements and earnings of the Company and other factors that the
Company's Board of Directors may deem relevant. As of March 20, 1997, 1,779,415
shares of Company Common Stock were outstanding and held by 28 record holders.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
(Dollars in Thousands)

The Company was formed through the merger and capital restructuring
involving Minstar and Miramar, all entities under the common control of Irwin L.
Jacobs and his affiliates, and has been accounted for essentially as a pooling
of interests and accordingly, the following selected historical financial data
includes the Statements of Operations Data and Balance Sheets Data of Minstar
and Miramar for all periods presented. The selected historical consolidated
financial data presented below under the captions "Statements of Operations
Data" and "Balance Sheets Data at Year End" for all years presented have been
derived from the audited consolidated financial statements of the Company.

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues $ 618,056 $548,559 $499,435 $408,822 $346,505
Cost of products and services 530,200 479,617 426,014 356,806 307,408
Selling and administrative expenses 64,653 66,171 58,829 53,361 54,821
Provision for restructuring of
operations -- -- -- 10,900 --
---------- ---------- ---------- ---------- ----------

Operating profit (loss) 23,203 2,771 14,592 (12,245) (15,724)

Interest expense (22,190) (23,862) (22,674) (21,449) (22,311)
Investment and other
income (loss), net (1) 122 15,477 (8,834) 1,445 3,926
---------- ---------- ---------- ---------- ----------

Income (loss) before income taxes and
extraordinary item 1,135 (5,614) (16,916) (32,249) (34,109)
Provision for income taxes (860) (2,090) (1,040) (2,949) (1,749)
---------- ---------- ---------- ---------- ----------

Income (loss) before extraordinary item 275 (7,704) (17,956) (35,198) (35,858)

Extraordinary loss on extinguishment
of debt (2) -- -- (6,624) -- --
---------- ---------- ---------- ---------- ----------

Net income (loss) (3) $ 275 $ (7,704) $ (24,580) $ (35,198) $ (35,858)
========== ========== ========== ========== ==========

BALANCE SHEETS DATA AT YEAR END:
Working capital $ 48,418 $ 75,267 $ 73,568 $ 38,431 $ 51,423
Total assets 271,203 306,678 345,572 257,693 256,463
Long-term debt, net of current
maturities 124,552 151,445 164,161 174,255 211,429
Stockholders' equity (deficit) 6,869 6,618 14,232 (65,078) (77,269)
========== ========== ========== ========== ==========

</TABLE>

<PAGE>

(1) Investment and other income (loss), net in 1995, included $11.2 million of
gains recognized on sales and dividend income related to Amway Japan Limited
Shares ("Amway Shares") and a $2.9 million gain on the sale of beneficial
interest in a litigation trust. Included in 1994 were $2.4 million of realized
losses on sales of Amway Shares and a $20.2 million loss to adjust the carrying
value of Amway Shares to fair value, offset in part by the gain recognized in
connection with the $13 million Brunswick litigation settlement, net of related
legal fees and expenses.

(2) In July 1994, the Company issued $100 million aggregate principal amount of
13 1/2% Senior Subordinated Notes due 2001 (the "Notes") and concurrently
arranged an $85 million bank credit facility (the "Credit Facility"). The net
proceeds to the Company from the issuance of the Notes and from borrowings under
the Credit Facility (aggregating approximately $147.5 million) were utilized to
extinguish Minstar's then outstanding bank credit facility and the Minstar
Variable Rate Subordinated Debentures due 2000. In connection with such
extinguishment, the Company realized an extraordinary loss on extinguishment of
debt of approximately $6.6 million.

(3) During the year ended December 31, 1996, the Company retroactively changed
its method of recognizing revenue and costs for long-term construction contracts
from the completed contract method to the percentage of completion method. The
new method of accounting for long-term contracts was adopted to more accurately
reflect periodic recognition of income and costs on certain custom yachts sold
directly to consumers under contract. Such contracts normally include
significant progress payments and the final completion of the yacht typically is
subject to a variety of customer enhancement requests. The effect of this
change on net revenues and the net loss as previously reported for 1995 and
prior years is as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992
---- ---- ---- ----

<S> <C> <C> <C> <C>
Net loss as previously reported $(9,059) $(21,858) $(36,565) $(35,858)

Adjustment for effect of change
in accounting principle applied
retroactively 1,355 (2,722) 1,367 --
------ ------- ------- -------

Net loss as adjusted $(7,704) $(24,580) $(35,198) $(35,858)
======= ======== ======== ========

</TABLE>

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW -

The Company, through its subsidiaries, operates within a single industry
segment, the manufacture and marketing of motorized pleasure boats.

RESULTS OF OPERATIONS OF THE COMPANY

The following table illustrates the impact of certain income and expense
items on net revenues by presenting such items as a percentage of net revenue
for the years ended December 31, 1996, 1995 and 1994 and shows the percentage
changes in those income and expense items from the prior fiscal year:
<TABLE>
<CAPTION>
Percentage of Net Sales Percentage Change
Year Ended December 31, Between Years
----------------------------------------- ---------------------------

1996 1995 1994 '96-'95 '95-'94
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 12.7% 9.8%

Cost of products and services 85.8% 87.4% 85.3% 10.5% 12.6%
----------------------------------------- ---------------------------

Gross profit 14.2% 12.6% 14.7% 27.4% (6.1%)

Selling and administrative
expenses 10.4% 12.1% 11.8% (2.3%) 12.5%
----------------------------------------- ---------------------------

Operating profit (loss) 3.8% .5% 2.9% 737.4% (81.0%)

Interest expense (3.6%) (4.3%) (4.5%) (7.0%) 5.2%

Investment and other income
(loss), net .0% 2.8% (1.8%) (99.2%) --
----------------------------------------- ---------------------------

Loss before income
taxes and extraordinary item .2% (1.0%) (3.4%) -- (66.8%)

Provision for income taxes (.2%) (.4%) (.2%) (58.9%) 101.0%
----------------------------------------- ----------------------------

Net loss before
extraordinary item .0% (1.4%) (3.6%) -- 57.1%

Extraordinary item .0% .0% (1.3%) -- (100.0%)
----------------------------------------- ----------------------------
Net loss .0% (1.4%) (4.9%) -- 68.7%
========================================= ============================

</TABLE>

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Consolidated net revenues for the year ended December 31, 1996 were
$618.1 million, an increase of 12.7% from the Company's net revenues for the
year ended December 31, 1995. This increase in net revenues reflected growth in
each product segment, particularly the recreational power and motor yacht
segments. Overall unit shipments increased approximately 3% in 1996 over 1995
levels. Domestic sales in 1996 increased approximately 12% as compared to 1995,
while foreign sales increased approximately

<PAGE>

21%. The Company's backlog of orders at December 31, 1996 was down
approximately 5% from backlog at December 31, 1995, primarily due to a reduction
in backlog for large custom yachts.

Gross profit for 1996 was $87.9 million (14.2% of net revenues) as compared
to $68.9 million (12.6% of net revenues) for 1995. This increase in gross
profit was attributable to margin improvements achieved across all product
segments, particularly the recreational power and motor yacht segments. These
margin improvements resulted primarily from increased volume, improved
manufacturing efficiencies and reductions in overhead spending and other
manufacturing costs as a percentage of net revenues. During 1995, the Company
provided for additional reserves of $2.2 million for remediation activities
related to certain EPA matters. This charge was reflected as a component of
cost of products and services during 1995.

Selling and administrative expenses for 1996 totaled $64.7 million (10.4%
of net revenues) as compared to $66.2 million (12.1% of net revenues) for 1995.
The decrease in selling and administrative expenses resulted primarily from
expense reduction initiatives implemented throughout the Company in these areas
during 1996. Spending in the coordination of corporate-wide marketing programs,
including the Company's SAM's Club Boat Buying Program, decreased substantially
during 1996, as 1995 results reflected various start-up costs related to these
programs. Selling and administrative expenses for 1995 also reflected the
favorable impact of a $2.2 million excess restructuring reserve reversal, offset
by a $1.2 million provision for the shutdown and sale of the Company's retail
boat dealership and marina operation.

The Company's operating profit for 1996 was $23.2 million (3.8% of net
revenues) as compared to operating profit of $2.8 million (.5% of net revenues)
for 1995. The improvement in operating profit was the result of the factors
discussed above.

Interest expense for 1996 totaled $22.2 million as compared to $23.9
million for 1995. The reduction in interest expense was principally the result
of a reduction in borrowings outstanding under the Company's Credit Facility.

Investment and other income for 1996 totaled $.1 million as compared to
$15.5 million for 1995. Investment and other income for 1996 consisted
principally of interest earned on short-term investments, notes and other
receivables. Investment and other income for 1995 consisted principally of
gains on sales of and dividend income related to the Company's investment in
Amway Shares ($11.2 million), a gain on the sale of beneficial interest in a
litigation trust ($2.9 million), and interest earned on short-term investments,
notes and other receivables.

The provision for income taxes for 1996 consisted primarily of state and
foreign income taxes.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Consolidated net revenues for the year ended December 31, 1995 were $548.6
million, an increase of 9.8% from the Company's net revenues for the year ended
December 31, 1994. This increase in net revenues reflected the continuing
improvement in the domestic market, as domestic sales in 1995 increased
approximately 14% as compared to 1994. Foreign sales in 1995 decreased
approximately 13% as compared to 1994. This decrease was attributable to the
continued weakness in the international marketplace, particularly in the
European and Japanese markets. Acceptance of new model offerings and redesigns
of existing models have resulted in an improvement in the Company's backlog of
orders, especially relating to its mid-size cruisers, runabouts and smaller
fishing boats.

<PAGE>

Gross profit for 1995 was $68.9 million (12.6% of net revenues) as compared
to $73.4 million (14.7% of net revenues) for 1994. This decrease in gross profit
was attributable to a less favorable product mix, increased materials costs
resulting from increases in the costs of certain commodity raw materials and
increased costs associated with accelerated levels of new model design and
tooling. During 1995, the Company provided for additional reserves of $2.2
million for remediation activities related to certain EPA matters. This charge
was reflected as a component of cost of products and services during 1995.

Selling and administrative expenses for 1995 totaled $66.2 million (12.1%
of net revenues) as compared to $58.8 million (11.8% of net revenues) for 1994.
The increase in selling and administrative expenses was primarily due to
increased sales levels and to selling and marketing expenses associated with the
start up and administration of the Company's SAM's Club Boat Buying Program.
Selling and administrative expenses for 1995 also included a provision of $1.2
million for the shutdown and sale of the Company's retail boat dealership and
marina operation. During 1995, the Company determined that certain remaining
reserves related to the charge for restructuring of operations recorded in 1993
were in excess of reserves required. Accordingly, these excess reserves of $2.2
million were reversed and were reflected as an offset to selling and
administrative expenses during 1995.

The Company's operating profit for 1995 was $2.8 million (.5% of net
revenues) as compared to operating profit of $14.6 million (2.9% of net
revenues) for 1994. The decline in operating profit was the result of the
factors discussed above.

Interest expense for 1995 totaled $23.9 million as compared to $22.7
million for 1994. The reduction in borrowings outstanding under the Company's
Credit Facility, and the resulting reduction in related interest expense, was
offset by an overall higher average interest rate on outstanding borrowings.

Investment and other income for 1995 totaled $15.5 million as compared to a
loss of $8.8 million for 1994. Investment and other income for 1995 consisted
principally of gains on sales of and dividend income related to the Company's
investment in Amway Shares ($11.2 million), a gain on the sale of beneficial
interest in a litigation trust ($2.9 million), and interest earned on short-term
investments, notes and other receivables. Investment and other income for 1994,
aggregating a net loss of $8.8 million, consisted principally of noncash losses
of approximately $2.4 million realized in connection with sales of certain of
the Company's Amway Shares and a charge of approximately $20.2 million to write
down the Company's investment in Amway Shares to fair value at December 31,
1994. Such amounts for 1994 were offset by the $13 million settlement of the
Brunswick litigation net of related legal fees and expenses, dividend income
earned on Amway Shares and interest earned on short-term investments, notes and
other receivables.

The provision for income taxes for 1995 consisted primarily of alternative
minimum taxes associated with the sales of Amway Shares and state and foreign
income taxes.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1996, the Credit Facility, as amended and restated,
consisted of a $29.2 million revolving credit facility and a $30.8 million
facility for the issuance of standby letters of credit. At December 31, 1996,
the Company had $29.2 million of availability under the revolving credit
facility and outstanding letters of credit aggregating $22.2 million.

Net cash provided by operating activities for the year ended December 31,
1996 totaled $36.1 million, as compared to net cash provided of $1.9 million for
the same period during 1995. This positive cash flow contributed to the
Company's ability to fund net repayments totaling $28.2 million under the
revolving credit facility. The net cash provided for the year ended December
31, 1996, was comprised of $24.2 million provided by changes in operating assets
and liabilities, net of payments of noncurrent

<PAGE>

liabilities and other items, combined with $11.9 million provided by operations,
net of non-cash charges. At December 31, 1996, the Company had $48.4 million of
working capital, a decrease of $26.9 million from working capital of $75.3
million at December 31, 1995. The net cash provided for the year ended December
31, 1995 was comprised of $7.9 million provided by changes in operating assets
and liabilities, net of payments of noncurrent liabilities and other items
(including $13.0 million received in connection with the Brunswick litigation
settlement), offset by a cash use of $5.9 million from operations, net of
non-cash charges.

Capital expenditures of the Company for the year ended December 31, 1996
totaled $5.5 million, as compared to $13.0 million for the same period during
1995. Included in capital expenditures for 1995 was the purchase of a marina
for $5.0 million, pursuant to terms of a contractual arrangement entered into
at the time of the Restructuring. Proceeds from sales of property and
equipment for the year ended December 31, 1996 totaled $4.0 million, and
included proceeds of $3.8 million related to the sale of certain land,
buildings and equipment formerly used by the Company in the operation of a
retail marine dealership and marina facility. No gain or loss was recognized
in connection with this sale. The Company anticipates that capital
expenditures over the next several years will be in the range of $8.0 to
$10.0 million per year. These expenditures will principally be for the
purchase of manufacturing and transportation equipment, and are expected to
be funded through operations and availability under the Credit Facility.

During 1995, the financial liquidity and capital resources of the Company
were favorably impacted by proceeds approximating $58.8 million from sales of
the Company's remaining Amway Shares. Pursuant to terms of the Credit Facility
addressing the use of proceeds from such sales, the Company made related
repayments under the Credit Facility aggregating $45.0 million. These
repayments represented permanent reductions of available capacity under the
Credit Facility.

The Company, through its subsidiaries, generally follows a strategy of
voluntarily complying with existing and/or new regulations and requirements
regarding environmental matters prior to mandated dates of compliance. The
Company is currently conducting site remediation, underground tank removal and
replacement, and site investigations, where necessary. The Company has provided
reserves, where appropriate, to cover estimated costs related to such regulatory
compliance.

The Company also incurs expense from time to time for environmental claims
relating to its current and divested operations. In 1996 and 1995, the Company
made cash payments relating to environmental matters (including environmental
related costs incurred with respect to divested operations) of approximately
$2.7 million and $1.6 million, respectively. The Company anticipates total
environmental-related costs associated with its divested operations to range
from approximately $6.0 million to $8.0 million (which include CERCLA-type
liabilities), which costs are likely to be incurred over the next 8 to 10 years.
With respect to these potential liabilities, the Company has been identified as
a potentially responsible party at approximately 10 active sites. Based on
available information, the Company has established reserves of $8.1 million at
December 31, 1996 and believes such reserves are adequate to cover such
potential costs.

<PAGE>

financing was recorded as earned and appropriate reserves for doubtful accounts
were recorded. During 1995, the Company entered into agreements with floor plan
lenders to transfer floor plan financing for these dealers and provide floor
plan financing for certain other dealers. Pursuant to the agreements, the
Company is contingently liable for repurchase of inventory and has recourse
liability in the event of dealer default. As of December 31, 1996, dealers
subject to these agreements had $26.7 million of floor plan financing
outstanding. As of December 31, 1996, the Company and certain subsidiaries were
contingently liable under these agreements for repurchase and recourse in the
amounts of $20.4 million and $18.4 million, respectively. During 1996, the
Company repurchased dealer inventory aggregating $1.2 million and incurred
recourse losses totaling $.4 million under these agreements. The Company did
not repurchase any dealer inventory, or incur any recourse losses under these
agreements during 1995.

The Credit Facility, as amended and restated, and the Indenture contain
restrictive covenants which, among other things, limit the ability of the
Company to incur other indebtedness, engage in transactions with affiliates,
incur liens, make certain restricted payments, and enter into certain business
combination and asset sale transactions. The Credit Facility also requires the
Company to satisfy certain financial tests and ratios and restricts capital
expenditures. A failure by the Company to maintain such financial ratios or to
comply with the restrictions contained in the Credit Facility, the Indenture or
other agreements relating to the Company's debt could cause such indebtedness
(and by reason of cross-acceleration provisions, other indebtedness) to become
immediately due and payable.

The Indenture, subject to certain limited exceptions, limits Senior
Indebtedness (as defined in the Indenture) of the Company, which includes
indebtedness incurred pursuant to the Credit Facility, to $58.2 million at
December 31, 1996. Giving effect to the restrictions under the Indenture, a
total of $36.0 million, including $29.2 million of borrowings under the
revolving credit facility, were available to the Company under the Credit
Facility at December 31, 1996. Effective July, 1997, the limitation on Senior
Indebtedness under the Indenture increases by $15.0 million, to $73.2 million.

The Company continues the process of evaluating and pursuing, as
appropriate, the sale of various non-operating assets and certain land and
facilities in order to further improve its working capital. In this regard,
subsequent to December 31, 1996, the Company completed negotiations on an
agreement, subject to certain contingencies, for the sale of an idle
manufacturing facility located in North Carolina. Terms of the agreement call
for proceeds aggregating $5.5 million to be received over a three year period.
The Company continues to evaluate from a strategic viewpoint other alternatives
relative to strengthening the Company's financial position including the
potential further sales of non-operating assets and possible joint venture
considerations.

The Company has begun negotiations with its agent bank, The Bank of New
York, for a renewed credit facility and also to increase the amount of the total
credit facility to $73 million, effective with the expiration of the Company's
existing credit facility in July, 1997. The Company believes that it will be
able to arrange a new credit facility on terms satisfactory to the Company,
although there can be no assurance that the Company will be able to obtain such
refinancing.

Subsequent to December 31, 1996, the Company entered into an option
agreement (the "Option"), with a shareholder, pursuant to which the Company was
granted an option to purchase up to $25 million aggregate principal amount of
the Notes at par. The Option is exercisable at any time or from time to time,
in whole or in part, through January 19, 1998. The Company paid $.8 million for
the Option. Contingent upon future operating results and securing a new credit
facility with satisfactory terms and conditions which would allow the purchase
of the Notes, the Company intends to exercise the Option prior to its expiration
and purchase such Notes.

The Company requires substantial cash flow to meet its interest obligations
under the Notes and fund the seasonal working capital requirements necessary for
its operations. The Company's operating

<PAGE>

performance continues to be critical in meeting such cash flow requirements. As
of December 31, 1996, the Company's working capital was $48.4 million, including
cash and cash equivalents of $23.1 million. The Company believes that available
working capital, borrowing capacity under its Credit Facility and cash flow
generated from operations will provide sufficient liquidity to fund its cash
operating expenses, capital expenditures and meet its interest and principal
obligations until the Credit Facility and Notes become due.

The Company continuously evaluates its existing operations and investigates
possible acquisitions to expand its business in order to maximize profits and
increase its share of the motorized pleasure boat market. Accordingly, while the
Company does not have any material arrangement, commitment or understanding with
respect thereto, further acquisitions, investments and changes in operations are
possible.

EFFECTS OF INFLATION ON THE COMPANY

Inflation generally affects the Company by increasing the interest expense
related to floating rate indebtedness and by increasing the cost of labor and
material. In recent years, the Company has experienced pricing volatility from
inflation and other factors on certain raw materials the Company utilizes,
particularly plywood, plastic resins, fiberglass and aluminum ("Commodities").
The price of these Commodities is generally based on global supply and demand
conditions and the volume of purchases. The Company has utilized various
management techniques to limit the impact of material and labor cost increases
to date, however, changing economic conditions may cause demand to further
increase and there can be no assurances that the Company will be able to
continue to limit the impact of raw material price pressures on its future
operating results.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENT

The Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" ("SFAS No. 121"), effective January 1, 1996. SFAS No. 121 had
no significant impact on the Company's financial position or results of
operations.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants 21
Consolidated Balance Sheets as of December 31, 1996 and 1995 22
Consolidated Statements of Operations for the years
ended December 31, 1996, 1995 and 1994 23
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1996, 1995 and 1994 24
Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994 25
Notes to Consolidated Financial Statements 27

SUPPLEMENTAL SCHEDULE TO CONSOLIDATED FINANCIAL STATEMENTS

Schedule II Valuation and Qualifying Accounts 39

All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related notes.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Genmar Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Genmar
Holdings, Inc. (a Delaware corporation) and Subsidiaries as of December 31,
1996 and 1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Genmar
Holdings, Inc. and Subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in the
index to consolidated financial statements is presented for purposes of
complying with the Securities and Exchange Commissions rules and is not part of
the basic consolidated financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
February 26, 1997

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31
(IN THOUSANDS)

1996 1995
----------- -----------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 23,137 $ 18,091
Accounts receivable, net of allowances of $4,108 and $3,488 36,648 44,877
Inventories 97,314 119,335
Prepaid expenses 3,152 4,958
----------- -----------
Total current assets 160,251 187,261
----------- -----------
Property and Equipment, at cost:
Land 9,529 11,190
Buildings 66,881 71,745
Operating equipment 48,878 45,832
Accumulated depreciation (66,470) (65,434)
----------- -----------
Net property and equipment 58,818 63,333
Other Assets, principally deferred financing costs 5,296 7,415
Goodwill 46,838 48,669
----------- -----------
$ 271,203 $ 306,678
----------- -----------
----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $41,766 $45,882
Accrued liabilities 61,649 60,478
Customer deposits 7,565 3,953
Accrued income taxes 544 788
Current maturities of long-term debt 309 893
----------- -----------
Total current liabilities 111,833 111,994

Long-term Debt 124,552 151,445
Other Noncurrent Liabilities 27,949 36,621
----------- -----------

Commitments and Contingencies (Note 7)

Stockholders' Equity:
Common stock, $.01 par, 2,000 shares authorized;
1,779 issued and outstanding 18 18
Paid-in capital 116,233 116,233
Accumulated deficit (109,111) (109,386)
Cumulative translation adjustment (271) (247)
----------- -----------
Total stockholders' equity 6,869 6,618
----------- -----------
$271,203 $306,678
----------- -----------
----------- -----------

</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
(IN THOUSANDS)

1996 1995 1994
--------- --------- ---------

Net revenues $618,056 $548,559 $499,435

Cost of products and services 530,200 479,617 426,014
--------- --------- ---------

Gross profit 87,856 68,942 73,421

Selling and administrative expenses 64,653 66,171 58,829
--------- --------- ---------

Operating profit 23,203 2,771 14,592

Interest expense (22,190) (23,862) (22,674)

Investment and other income (loss), net 122 15,477 (8,834)
--------- --------- ---------

Income (loss) before income taxes
and extraordinary item 1,135 (5,614) (16,916)

Provision for income taxes (860) (2,090) (1,040)
--------- --------- ---------

Income (loss) before extraordinary
item 275 (7,704) (17,956)

Extraordinary loss on extinguishment
of debt -- -- (6,624)
--------- --------- ---------

Net income (loss) $275 $(7,704) $ (24,580)
--------- --------- ---------
--------- --------- ---------

The accompanying notes to consolidated financial statements
are an integral part of these statements.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
(IN THOUSANDS)

<TABLE>
<CAPTION>
Cumulative
Common Stock Paid-In Accumulated Translation
Shares Amount Capital Deficit Adjustment
-------- --------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993 1,228 $12 $12,186 $(78,469) $(174)

Cumulative effect on prior years of
change in accounting (Note 2) -- -- -- 1,367 --

Net loss -- -- -- (24,580) --
Issuance of common stock in
exchange for cash, marketable
securities and note payable, net
of debt assumed 551 6 105,249 -- --
Restructuring fees and expenses -- -- (914) -- --
Purchase of minority interests in
Miramar -- -- (288) -- --
Translation adjustment -- -- -- -- (163)
------------ ------------ ------------ ------------ ------------

Balance, December 31, 1994 1,779 18 116,233 (101,682) (337)

Net loss -- -- -- (7,704) --
Translation adjustment -- -- -- -- 90
------------ ------------ ------------ ------------ ------------

Balance, December 31, 1995 1,779 18 116,233 (109,386) (247)
------------ ------------ ------------ ------------ ------------

Net income -- -- -- 275 --
Translation adjustment -- -- -- -- (24)
------------ ------------ ------------ ------------ ------------

Balance, December 31, 1996 1,779 $18 $116,233 $(109,111) $(271)
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------

</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(IN THOUSANDS)

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 275 $(7,704) $(24,580)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 11,618 11,213 9,281
Extraordinary loss on extinguishment of debt -- -- 6,624
Net (gain) loss on sale of marketable securities and write-down in
carrying value -- (9,452) 21,915
Litigation settlement -- -- (13,000)
Net changes in operating assets and liabilities, per
accompanying schedule 27,707 13,662 (30,391)
Other 398 31 185
Payment of noncurrent liabilities (3,900) (5,822) (5,039)
---------- ---------- ----------
Net cash provided by (used in) operating activities 36,098 1,928 (35,005)
---------- ---------- ----------

INVESTING ACTIVITIES:
Property and equipment additions (5,511) (12,987) (3,879)
Proceeds from the sale of property 3,966 -- --
Proceeds from sale of marketable securities -- 58,770 13,610
Sales of debentures -- -- 2,367
Sales of restricted cash and investments -- -- 14,500
---------- ---------- ----------
Net cash (used in) provided by investing activities (1,545) 45,783 26,598
---------- ---------- ----------

FINANCING ACTIVITIES:
Proceeds from revolving credit facility 59,000 25,000 66,000
Repayment of revolving credit facility (87,231) (56,285) (6,484)
Proceeds from the Notes -- -- 100,000
Repayments of other long-term debt, net (916) (2,988) (802)
Repayment of old credit facility -- -- (107,775)
Repayment of debentures -- -- (49,064)
Issuance of common stock -- -- 5,000
Deferred financing costs (360) (450) (7,474)
Restructuring fees and expenses -- -- (914)
Other -- 404 (147)
---------- ---------- ---------
Net cash used in financing activities (29,507) (34,319) (1,660)
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents 5,046 13,392 (10,067)

CASH AND CASH EQUIVALENTS:
Balance, beginning of year 18,091 4,699 14,766
---------- ---------- ----------
Balance, end of year $23,137 $18,091 $4,699
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
(IN THOUSANDS)
(CONTINUED)

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Changes in operating assets and liabilities consist of:
Accounts receivable $ 5,742 $ 17,481 $(23,036)
Inventories 20,895 (24,386) (22,529)
Prepaid expenses and other 1,806 15,740 (147)
Accounts payable, accrued liabilities and accrued income taxes (4,348) 6,917 17,288
Customer deposits 3,612 (2,090) (1,967)
---------- ---------- ----------

Net changes $27,707 $13,662 $(30,391)
---------- ---------- ----------
---------- ---------- ----------

Supplemental cash flow information:
Interest paid during the year $18,608 $20,666 $18,785
Income taxes paid during the year 1,108 1,494 493
---------- ---------- ----------
---------- ---------- ----------

Schedule of noncash financing and investing activities:
Common stock issued in the Restructuring in exchange for
marketable securities and notes payable, net of debt assumed $ -- $ -- $100,254
Property and equipment additions from capital leases 362 -- 301
Sale of property in exchange for notes receivable -- -- 1,800
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

The accompanying notes to consolidated financial statements
are an integral part of these statements.

<PAGE>

1. BACKGROUND

Genmar Holdings, Inc. (the "Company") was organized in March 1994 to
combine the operations of IJ Holdings Corp. ("IJ Holdings") including its
wholly-owned subsidiary, Minstar, Inc. ("Minstar"), and Miramar Marine
Corporation ("Miramar"), each of which had been under the control of investor
groups led by Irwin L. Jacobs, as part of a strategic and comprehensive
financial restructuring (the "Restructuring") aimed at combining their resources
under a single centralized and integrated corporate structure. The merger and
capital restructuring, involving IJ Holdings, Minstar and Miramar, have
essentially been accounted for as a pooling of interests and, accordingly, the
accompanying consolidated financial statements and notes thereto include the
results and balances of IJ Holdings, Minstar and Miramar for all periods
presented.

The Company operates in the recreational powerboat industry which has been
subject to periodic cyclical industry downturns. The Company's ability to meet
its debt service and other obligations depends on its future performance, which,
in turn, is subject to general economic conditions, financial performance and
business factors, including factors beyond the Company's control. If the
Company is unable to generate sufficient cash flows from operations or otherwise
to comply with the terms of its bank credit facility ("Credit Facility") or the
indenture governing the Company's notes ("Indenture"), it may be required to
refinance all or a portion of its existing debt or obtain additional financing,
although there can be no assurance that the Company will be able to obtain such
refinancing or additional financing.

2. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. Significant intercompany
accounts and transactions have been eliminated.

CHANGE IN ACCOUNTING POLICY:

During the year ended December 31, 1996, the Company retroactively changed
its method of recognizing revenue and costs for long-term construction contracts
from the completed contract method to the percentage of completion method. The
new method of accounting for long-term contracts was adopted to more accurately
reflect periodic recognition of income and costs on certain custom yachts sold
directly to consumers under contract. Such contracts normally include
significant progress payments and the final completion of the yacht typically is
subject to a variety of customer enhancement requests. As a result of the
change, net income for the year ended December 31, 1996, was approximately
$1.1 million higher than it would have been had the change not been made. The
financial statements for the years ended December 31, 1995 and 1994, have been
retroactively restated for this change, which decreased the previously reported
net loss by $1.4 million in 1995, increased the previously reported net loss by
$2.7 million in 1994 and reduced the 1994 beginning balance of accumulated
deficit by $1.4 million.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION:

Revenue for products and services, reported net of dealer and other
discounts, is generally recognized at the time of shipment or when services have
been performed. Revenue on certain custom yachts sold directly to consumers
under contract is recognized using the percentage-of-completion method, using
costs incurred to date in relation to estimated total costs of the contracts to
measure the stage of completion. The cumulative effects of revisions of
estimated total contract costs and revenues are recorded in the period in which
the facts requiring the revision become known. When a loss is anticipated on a
contract, the full amount thereof is provided currently. Change orders are
reflected at estimated recoverable amounts. Trade receivables at December 31,
1996 and 1995 include revenue recognized in excess of customer progress payments
received on long-term contracts of $2.1 million and $2.5 million, respectively.

Through its dealers, the Company warrants its products under normal use and
maintains warranty reserves pursuant to this policy. Components, including
engines, drive units and appliances, are generally warranted by their suppliers
and not the Company.

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Estimates are used for such items as depreciable lives,
uncollectible accounts, environmental and legal loss contingencies,
self-insurance reserves and future warranty costs. As better information becomes
available or actual amounts are determinable, the recorded estimates are
revised. Consequently, operating results can be affected by revisions to prior
accounting estimates.

EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENT:

CASH AND CASH EQUIVALENTS:

Cash includes cash equivalents consisting principally of short-term
investments in commercial paper with original maturities of three months or less
and are recorded at cost, which approximates fair value.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVENTORIES:
Inventories are stated at the lower of cost or market and include
materials, labor and overhead costs. The Company uses the first-in, first-out
cost method in determining cost for substantially all its inventories. At
December 31, inventories consist of the following (in thousands):

1996 1995
----------- -----------
Raw materials $ 34,589 $ 40,006
Work in process 35,770 39,492
Finished goods 26,955 39,837
----------- -----------
$97,314 $119,335
----------- -----------
----------- -----------

PRODUCTION TOOLING:

The costs associated with the development of molds used in the production
of certain custom yachts are capitalized as operating equipment and amortized
over three years using the straight-line method. The costs associated with mold
maintenance and the development of all other molds and production tooling are
charged to cost of products and services as incurred.

PROPERTY AND EQUIPMENT:

Property and equipment are stated at cost. Depreciation and amortization
for financial reporting purposes are generally provided on the straight-line
method over the estimated useful lives of the respective assets. Major repairs
and improvements are capitalized and depreciated. Maintenance, supplies and
accessories are charged to expense as incurred. The cost and accumulated
depreciation of property and equipment retired or otherwise disposed of are
removed from the related accounts; any residual balances are charged or credited
to earnings.

GOODWILL:

Goodwill is being amortized on a straight-line basis over various periods
not exceeding 40 years. The Company periodically evaluates whether events and
circumstances have occurred that indicate the remaining estimated useful life of
goodwill may warrant revision or that the remaining balance of goodwill may not
be recoverable. Factors considered include, among others, deterioration of its
dealer organization, adverse changes to or lack of acceptance of an individual
product line, the marketplace's continuing adverse perception of a trade name,
adverse changes in governmental and tax regulations, adverse and permanent
changes in the competitive environment affecting a product line and continuing
poor operating results deemed by management to result from other than the
cyclical nature of the marine industry. When factors indicate that goodwill
should be evaluated for possible impairment, the Company follows the
undiscounted operating cash flows method, whereby the unamortized goodwill
amount will be written down if it is significantly greater than the estimated
undiscounted operating cash flows for the entity or product lines for which the
goodwill is applicable. Accumulated amortization was $18.5 million and
$16.6 million at December 31, 1996 and 1995, respectively.

<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCRUED LIABILITIES:

At December 31, accrued liabilities consist of the following (in
thousands):

1996 1995
---------- ----------
Warranty $ 13,407 $ 9,361
Sales incentives 11,105 9,121
Payroll related 11,493 8,263
Interest 6,330 7,002
Insurance 7,501 6,142
Other 8,063 14,589
---------- ----------
57,899 54,478
Accrued liabilities related
to divested operations 3,750 6,000
---------- ----------
$61,649 $60,478
---------- ----------
---------- ----------

ENVIRONMENTAL MATTERS:

Environmental expenditures which relate to the Company's boat manufacturing
operations are charged to expense or capitalized in accordance with generally
accepted accounting principles. Environmental matters that relate to conditions
arising from previously divested businesses were generally recorded as
liabilities prior to or at the time of divestiture and are periodically
reassessed for adequacy based on current information. Liabilities relating to
environmental matters are generally recorded when environmental assessments
and/or remedial efforts are probable and the related costs can be reasonably
estimated. Generally, the timing of these accruals coincides with the completion
of a feasibility study or the Company's commitment to a formal plan of action.

3. INVESTMENT IN MARKETABLE SECURITIES

During 1995, certain contractual restrictions were waived, and the Company
was permitted to sell its remaining 1,617,000 Amway Japan Limited shares ("Amway
Shares"). The Company received proceeds of $58.8 million and realized a gain of
$9.5 million in 1995 on the sale of the Amway Shares. The Company no longer
holds any equity interest in Amway Japan Limited.

<PAGE>

4. DEBT

At December 31, long-term debt, net of related discounts, consists of the
following (in thousands):

1996 1995
--------- ---------
Revolving credit facility, at a weighted average
interest rate of 9.1% at December 31, 1995 $ -- $28,231
The Notes, at an interest rate of at 13.5%,
due 2001 100,000 100,000
Miramar Acquisition Note, Industrial Development
Revenue Bonds, and other, net of unamortized
discount of $7.0 million and $8.3 million at
December 31, 1996 and 1995, respectively, at
stated interest rates of 4.7% to 13.1%, due
in varying installments through 2005 24,861 24,107
---------- ----------
Total debt 124,861 152,338
Less-current maturities (309) (893)
---------- ----------
Total long-term debt $124,552 $151,445
---------- ----------
---------- ----------

Aggregate maturities of long-term debt are approximately $.3 million in
1997, $.1 million each in 1998 and 1999, $1.1 million in 2000, $122.2 million
in 2001 and $1.1 million thereafter.

In July 1994, the Company issued $100 million aggregate principal amount
of notes ("the Notes"), due in 2001, and concurrently arranged the Credit
Facility consisting of a $60 million revolving credit facility and a $25
million letter of credit facility, each of which expire in July 1997.

At December 31, 1996, the Credit Facility, as amended and restated,
consisted of a $29.2 million revolving credit facility and a $30.8 million
letter of credit facility. Weighted average borrowings outstanding under the
revolving credit facility during 1996 were $19.4 million. Borrowings under the
revolving credit facility are limited to eligible receivables and eligible
inventories, as defined, and bear interest at prime plus 1.75% (or LIBOR plus
3.0%). At December 31, 1996, the Company had $29.2 million of availability under
the revolving credit facility. Outstanding letters of credit bear interest at
3.0%. At December 31, 1996, the Company had outstanding letters of credit
aggregating $22.2 million. Approximately $15.7 million of such letters of credit
collateralized insurance programs; the remainder principally related to dealer
floor plan financing arrangements with certain financial institutions and to
liabilities retained by the Company in connection with divested operations (see
Note 7). At December 31, 1996, the fair value of long-term debt was
approximately $122.4 million.

<PAGE>

4. DEBT (CONTINUED)

The borrowings under the Notes and the Credit Facility are collateralized
by substantially all of the assets of the Company and its subsidiaries and are
guaranteed by substantially all of the Company's subsidiaries ("Subsidiary
Guarantors"). The following is summary financial information pertaining to the
Subsidiary Guarantors as of and for the year ended December 31, 1996 (in
thousands):

Current assets $ 134,908
Noncurrent assets 104,908
Current liabilities 100,214
Noncurrent liabilities 33,723

Net revenues 601,948
Gross profit 85,427
Operating profit 34,201
Net income 20,046
-------------
-------------

At December 31, 1996, the aggregate combined net assets, net revenues,
earnings and equity of the Subsidiary Guarantors were substantially equivalent
to the net assets, net revenues, earnings and equity of the Company, except for
certain obligations and operating, interest and other expenses pertaining to
non-guarantor entities. In addition, the Subsidiary Guarantors are jointly and
severally liable with respect to the Notes, and such guarantees are full and
unconditional (except as subject to a fraudulent conveyance savings clause).
Each of the Subsidiary Guarantors is a wholly-owned subsidiary of the Company.
The Company has no operations independent of those of the Subsidiary Guarantors,
and the non-guaranteeing subsidiaries of the Company, individually and in the
aggregate, are inconsequential. Management believes that separate financial
statements of the Subsidiary Guarantors are inconsequential to investors and
such financial statements are not included herein.

The Credit Facility, as amended and restated, and the Indenture contain
restrictive covenants which, among other things, limit the ability of the
Company to incur other indebtedness, engage in transactions with affiliates,
incur liens, make certain restricted payments, and enter into certain business
combination and asset sale transactions. The Credit Facility also requires the
Company to satisfy certain financial tests and ratios and restricts capital
expenditures. In addition, the Credit Facility contains provisions which may
require accelerated repayment of the Credit Facility and/or limit the Company's
access to the facility upon the incurrence of specific obligations or
significant changes in the financial condition, business, properties, prospects
or operations of the Company. As of December 31, 1996, the Company was in
compliance with all the financial covenants under the Indenture and the Credit
Facility, as amended and restated.

Subsequent to December 31, 1996, the Company entered into an option
agreement ("the Option"), with a shareholder, pursuant to which the Company was
granted an option to purchase up to $25 million aggregate principal amount of
the Notes at par. The Option is exercisable at any time or from time to time,
in whole or in part, through January 19, 1998. The Company paid $.8 million for
the Option.

<PAGE>

5. INCOME TAXES

The Company utilizes the liability method to account for income taxes. The
liability method requires that deferred assets and liabilities be recognized for
the expected future tax effects of the temporary differences between the tax and
book bases of the assets and liabilities.

Components of the provision for income taxes were as follows for the years
ended December 31 (in thousands):

1996 1995 1994
----------- ---------- ----------
Current:
Federal $ -- $ 1,050 $ --
State and foreign 860 1,040 522
----------- ----------- ----------
Total current 860 2,090 522
Deferred -- -- 518
----------- ----------- ----------
Total $860 $2,090 $ 1,040
----------- ----------- ----------
----------- ----------- ----------

At December 31, 1996, the Company had total net operating loss
carryforwards of approximately $182 million. Realization of $45 million of
certain net operating loss carryforwards is limited annually under Section 382
of the Internal Revenue Code, as amended. These net operating loss
carryforwards can only be used to offset taxable income of certain companies.
The Company also had unused minimum tax credits that may be available to offset
future federal income tax liabilities.

The reconciliation of the federal statutory provision to the income tax
provision for financial reporting purposes for the years ended December 31 was
as follows (in thousands):

1996 1995 1994
----------- ---------- ----------
Tax expense (benefit) at federal
statutory rates $ 386 $ (1,909) $ (5,751)
Losses without income tax benefit (386) 2,959 6,269
Foreign and state income taxes 860 1,040 522
----------- ----------- ----------
Total provision $ 860 $ 2,090 $ 1,040
----------- ----------- ----------
----------- ----------- ----------

Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities at December 31 were as follows (in thousands):

1996 1995 1994
----------- ---------- ---------
Loss carryforwards $69,320 $66,696 $72,675
Liabilities retained related to
previously divested businesses 5,474 9,543 12,924
Other 23,218 20,902 19,300
Valuation allowance (94,883) (92,446) (74,761)
---------- ---------- ---------
Deferred tax assets 3,129 4,695 30,138
Deferred tax liabilities (3,129) (4,695) (30,138)
---------- ---------- ---------
Net deferred taxes $ -- $ -- $ --
----------- ----------- ----------
----------- ----------- ----------

<PAGE>

5. INCOME TAXES (CONTINUED)

The Company has determined that the realization of the loss carryforwards
and net deferred tax assets do not meet the recognition criteria under SFAS No.
109, "Accounting for Income Taxes," and accordingly, valuation allowances have
been established for the tax benefit of these loss carryforwards and the net
deferred tax assets.

6. EMPLOYEE BENEFIT PLANS

The Company and certain of its subsidiaries maintain defined contribution
retirement plans covering substantially all full-time employees. Under certain
of these plans, eligible participants may make voluntary contributions up to 25%
of their compensation, as permitted by plan provisions. The plans provide for
the Company to make matching and other contributions to eligible participants.
The Company made contributions to these plans aggregating $1.1 million,
$1.0 million and $.5 million during the years 1996, 1995 and 1994, respectively.

7. COMMITMENTS AND CONTINGENCIES

DEALER INVENTORY FLOOR PLAN FINANCING:

The Company and its subsidiaries are parties to dealer inventory floor plan
financing arrangements with certain financial institutions pursuant to which
each may be required, in the event of default by a financed dealer, to
repurchase products previously sold to such dealer. The Company repurchased
$2.0 million, $1.9 million and $.8 million of such dealer inventory in 1996,
1995 and 1994, respectively. As of December 31, 1996, the Company and certain
subsidiaries were contingently liable under such arrangements to repurchase
inventory in the aggregate maximum amount of $21.4 million. The Company
generally has not needed to provide reserves for losses and costs which may
result should the Company be required to repurchase product from a defaulting
dealer. Although the ultimate loss which might be incurred under these
contractual arrangements is uncertain, the Company believes that any such losses
that may be incurred would not have a material effect on its consolidated
operating results or the financial position of the Company.

During 1994 and 1995, the Company made available to certain dealers,
limited direct floor plan financing at interest rates and conditions consistent
with this type of financing. Interest income on such financing was recorded as
earned and appropriate reserves for doubtful accounts were recorded. During
1995, the Company entered into agreements with floor plan lenders to transfer
floor plan financing for these dealers and provide floor plan financing for
certain other dealers. Pursuant to the agreements, the Company is contingently
liable for repurchase of inventory and has recourse liability in the event of
dealer default. As of December 31, 1996, dealers subject to these agreements had
$26.7 million of floor plan financing outstanding. As of December 31, 1996, the
Company and certain subsidiaries were contingently liable under these agreements
for repurchase and recourse in the amounts of $20.4 million and $18.4 million,
respectively. During 1996, the Company repurchased dealer inventory aggregating
$1.2 million and incurred recourse losses totaling $.4 million under these
agreements. The Company did not repurchase any dealer inventory, or incur any
recourse losses under these agreements during 1995.

<PAGE>

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

EMPLOYEE MATTERS:

The Company and its subsidiaries have insurance for workers' compensation,
health, general and auto liability losses in excess of predetermined loss
limits. Provision has been made in the consolidated financial statements for
estimated losses resulting from claims incurred prior to the balance sheet date,
which were below the amounts of the predetermined loss limits.

LEASES AND COMMITMENTS:

The Company, through its subsidiaries, leases certain facilities and
equipment under operating lease arrangements which expire at various dates
through 2001. These leases generally contain renewal options and require the
Company to pay the maintenance, insurance, taxes and other expenses in addition
to the minimum annual rentals. Rent expense related to operating leases was
$2.2 million in 1996, $2.1 million in 1995 and $1.9 million in 1994. The Company
has no material future lease commitments.

Wood Manufacturing Company, Inc. ("Wood") sponsors fishing tournaments and
maintains advertising contracts which require cash payments. Wood has also
agreed to provide certain products as tournament prizes. Aggregate future
commitments under these arrangements approximate $2.2 million for the years
1997-2000.

The Company has an agreement with Mercury Marine, a division of Brunswick
Corporation ("Brunswick"), for the purchase of outboard engines. The agreement,
which will expire December 31, 2002, contains minimum annual purchase
requirements in order for the Company to earn certain discounts and/or receive
certain rebates. As of December 31, 1996, the Company has received $2.0 million
as an advance discount against future outboard engine purchases which is subject
to refund if certain minimum purchases are not obtained.

LEGAL AND ENVIRONMENTAL:

The Company and its subsidiaries are defendants in legal proceedings
arising in the ordinary course of business. Although the outcome of these
matters cannot be determined, in the opinion of management and outside counsel,
disposition of these proceedings will not have a material effect on the
Company's consolidated financial position or results of operations.

In 1995, the Company signed a final consent order with the Florida
Department of Environmental Protection to settle all outstanding issues with
respect to an acetone leak at its plant in Sarasota, Florida, and recorded
additional provisions of $2.2 million to cover the estimated cost of remediation
activities required at this site. Based on available information, the Company
believes reserves of $2.3 million as of December 31, 1996 are adequate to cover
such estimated costs. The Company made payments for penalties and remediation
activities of $.8 million, $1.0 million and $.3 million during the years ended
December 31, 1996, 1995 and 1994, respectively.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Historically, the Company's facilities have used underground storage tanks
("USTs") for storage of certain materials associated with the Company's
operations, including petroleum, acetone and resins. The Company is currently in
the process of removing the remaining USTs on its properties. As in the past, in
the course of removing such USTs, contamination of soils and groundwater may be
discovered, in which case environmental laws generally would require a
contamination assessment and the implementation of a cleanup plan. The costs
associated with any such necessary remedial action could be significant, but are
not expected to be significant because the Company has no evidence that there
have been material releases from the USTs. In addition, many of the states in
which these tanks are located have state funds available to reimburse owners for
the cost of remedial action associated with petroleum releases from USTs.
However, until the tanks are removed in compliance with environmental laws, the
Company cannot predict with any certainty the nature or extent of such
contamination, if any, or potential remedial costs associated therewith.

DIVESTED BUSINESSES:

In connection with certain previously divested businesses, the Company
retained certain obligations and remains contingently liable under limited
indemnities related to such matters as taxes, insurance, environmental claims,
litigation and postretirement medical benefits. Cash expenditures related to
such obligations are expected to be payable over an extended period of time.
Where appropriate, the Company has established reserves in response to these
matters.

The Company also incurs costs from time to time for environmental claims
relating to certain of its previously divested businesses. The Company made
payments relating to environmental costs incurred with respect to these
businesses of approximately $1.9 million and $.6 million during the years ended
December 31, 1996 and 1995, respectively. The Company anticipates total
environmental-related costs associated with its divested operations to range
from approximately $6 million to $8 million, which include Comprehensive
Environmental Response Compensation and Liability Act, as amended ("CERCLA")
type liabilities, and which costs are likely to be incurred over the next 8 to
10 years. With respect to these potential liabilities, the Company has been
identified as a potential responsible party at approximately 10 active sites.
Based on available information, the Company believes adequate reserves have been
provided to cover such potential costs as of December 31, 1996.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

At December 31, other noncurrent liabilities consist of the following (in
thousands):

1996 1995
------- -------
Liabilities related to previously divested businesses:
Postretirement medical benefits $2,487 $10,358
Insurance 6,161 8,255
Legal and environmental 8,058 9,960
Other 7,326 6,567
------- -------
24,032 35,140
Less: Portion included in accrued liabilities (3,750) (6,000)
------- -------
Long-term portion 20,282 29,140
Other noncurrent liabilities related to current
operations 7,667 7,481
------- -------
Total other noncurrent liabilities $27,949 $36,621
------- -------
------- -------

LETTERS OF CREDIT:

At December 31, 1996, the Company had outstanding letters of credit
aggregating $22.2 million. Approximately $15.7 million of such letters of
credit collateralized insurance programs; the remainder principally related to
dealer floor plan financing arrangements with certain financial institutions and
to liabilities retained by the Company in connection with divested operations.

8. LITIGATION SETTLEMENT

In December 1994, the Company reached an agreement in principle to settle
an antitrust lawsuit it had filed against Brunswick. Under the terms of the
settlement, the Company signed a long-term engine contract and agreed to dismiss
its claims, with prejudice. The Company received $4 million as an advance
discount against future engine purchases and $13 million as a settlement,
including reimbursement for legal fees and expenses. The $13 million settlement
net of legal fees and expenses was included in investment and other income in
the accompanying consolidated statement of operations for the year ended
December 31, 1994.

9. RELATED-PARTY TRANSACTIONS

The Company pays a management fee to Jacobs Management Corporation ("JMC"),
a stockholder of the Company and an affiliate of Irwin L. Jacobs, for certain
consulting and management services and subleases certain office facilities to
JMC. Net payments under these arrangements aggregated approximately $1.5 million
in 1996, $1.4 million in 1995 and $1.0 million in 1994.

Effective January 21, 1997, the Company purchased for $.8 million, the
Option, as described in Note 4, from RDV Corporation, an affiliate of RDV
Holdings, Inc., a stockholder of the Company.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. RELATED-PARTY TRANSACTIONS (CONTINUED)

Effective January 1, 1997, the Company sold, for a nominal amount, the
stock of a wholly-owned subsidiary engaged in the management of a newly
developed fishing tournament program, to Operation Bass, Inc., an affiliate of
Irwin L. Jacobs. The subsidiary's assets were minimal and liabilities, both
existing and contingent, approximated $1.0 million at the time of the sale.

During 1996 and 1995, the Company recorded revenues from boat sales to
affiliates of approximately $1.4 million and $5.4 million, respectively.
Management believes the terms of such sales were consistent with terms of sales
to non-affiliated parties.

In 1995, pursuant to a contract entered into at the time of the
Restructuring, the Company purchased a marina for $5.0 million from RDV
Properties, Inc., an affiliate of RDV Holdings, Inc., a stockholder of the
Company.

In 1994, Miramar recognized a gain of approximately $0.7 million on the
sale of certain Minstar debentures. Such gain has been included in investment
and other income in the accompanying consolidated statement of operations for
the year ended December 31, 1994.

During 1989, Minstar entered into an agreement with Volvo North America
Corporation ("Volvo"), a minority stockholder of the Company (and previously a
stockholder of IJ Holdings), to supply Genmar Industries, Inc., a wholly-owned
subsidiary of Minstar, with certain percentages of its marine stern drive engine
requirements through August 1999.

10. SUPPLEMENTAL STATEMENTS OF OPERATIONS INFORMATION (UNAUDITED) (IN
THOUSANDS)

First Second Third Fourth
Quarter Quarter Quarter Quarter Total
--------- --------- --------- --------- ---------

1996
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net revenues $150,492 $153,610 $145,562 $168,392 $618,056
Gross profit 19,817 21,273 18,931 27,835 87,856
Operating profit 3,711 7,525 3,256 8,711 23,203
Net income (loss) (1,966) 1,692 (2,252) 2,801 275
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

1995
---------------------------------------------------------------------------------

Net revenues $134,719 $140,737 $129,147 $143,956 $548,449
Gross profit 18,628 21,483 13,549 15,282 68,942
Operating profit (loss) 2,182 5,400 (2,461) (2,350) 2,771
Net income (loss) (2,616) 7,381 (3,715) (8,754) (7,704)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

</TABLE>

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31
(In Thousands)

Charge for
Balance Provision Purpose that Balance
Beginning Charged to Reserve was End
of Year Operations Established of Year
--------- ---------- ------------ -------
<S> <C> <C> <C> <C>
Reserve for doubtful
accounts

1994 $ 2,169 $ 739 $ (452) $ 2,456
--------- ---------- --------- ----------
--------- ---------- --------- ----------

1995 $ 2,456 $ 1,373 $ (341) $ 3,488
--------- ---------- --------- ----------
--------- ---------- --------- ----------

1996 $ 3,488 $ 2,297 $ (1,677) $ 4,108
--------- ---------- --------- ----------
--------- ---------- --------- ----------

</TABLE>

<PAGE>

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to the
executive Officers and Directors of the Company:

NAME AGE TITLE
----------------------- --------------------------------------------------
Irwin L. Jacobs 55 Chairman of the Board and Director
Grant E. Oppegaard 53 President, Chief Executive Officer and
Director
Roger R. Cloutier, II 43 Executive Vice President and Chief Financial
Officer
William A. Munsell 45 Executive Vice President-Operations
Mary P. McConnell 44 Senior Vice President, Secretary and General
Counsel
George E. Sullivan 52 Senior Vice President-Marketing
John S. Rosendahl 33 Vice President-Finance
James B. Farrell 60 Director and President of Hatteras Yachts
Bjorn Ahlstrom 62 Director
Daniel G. DeVos 38 Director
Daniel T. Lindsay 52 Director
Robert B. Mercer 45 Director
William W. Nicholson 54 Director
Carl R. Pohlad 81 Director
James O. Pohlad 43 Director
Jerry L. Tubergen 43 Director

Pursuant to the Stockholders' Agreement, the Board of Directors of the
Company will consist of eleven members, four of whom will be designated by Irwin
L. Jacobs, two by RDV (AJL) Holdings, Inc. (owned by Richard M. DeVos), two by
the Pohlad Group, two by certain other stockholders of the Company and the
President or the Chief Executive Officer. Carl R. Pohlad is the father of James
O. Pohlad and Daniel G. DeVos is the son of Richard M. DeVos.

Mr. Jacobs has served as Chairman and a Director of the Company since April
1994. Mr. Jacobs was also Chief Executive Officer of the Company from April 1994
through December 1995. Mr. Jacobs also serves or has served as President and a
director of IJ Holdings from 1988 to 1994; Chairman and Chief Executive Officer
of Minstar from 1982 to 1992; Chairman and President of Jacobs Industries, Inc.
("JII"), a holding company (since 1977); President and a director of JMC, a
management company (since 1981); Chairman of Watkins, a company engaged in
direct marketing of household and health products (since 1978); Chairman of
Jacobs Trading Company, a company engaged in wholesale and retail sale of
close-out merchandise (since 1989); President and Chief Executive Officer of
Jacobs Investors, Inc., a management services company and of IMR General, Inc.,
which is the general partner of IMR Management Partners, L.P., the general
partner of the IMR Fund, L.P., an equity investment fund company (since 1990);
and Chairman of Operation Bass, Inc., a tournament fishing management company
(since July 1996).

Mr. Oppegaard has served as President of the Company since November 1996,
and as Chief Executive Officer since January 1996. Prior to January 1996, Mr.
Oppegaard has served the Company in various capacities since 1995, the most
recent as Senior Vice President of Operations. Mr. Oppegaard has served as a
consultant and/or employee of various entities, including the Company, from 1993
to 1995. In December, 1993 Mr. Oppegaard was retained as a consultant by MEI
Salons Corp. ("MEI"), a company associated with the management of professional
beauty salons, to evaluate the company's operations. In

<PAGE>

January, 1994, he began serving MEI as Chief Operating Officer and in February,
1994, MEI filed a petition under the federal bankruptcy laws. Mr. Oppegaard
resigned from his employment with MEI in July, 1994. From 1990 to 1992, Mr.
Oppegaard was Executive Vice President and Senior Operations Officer of
Fingerhut, Inc., a direct marketing company.

Mr. Cloutier has served as Executive Vice President and Chief Financial
Officer of the Company since February 1996. Since February 1992, Mr. Cloutier
has served as Vice President of Jacobs Investors, Inc. and IMR General, Inc.,
and is a limited partner in IMR Management Partners, L. P., the general partner
of IMR Fund, L. P. Related to IMR Fund's portfolio investments, since May 1994,
Mr. Cloutier has served as a Director, and since October 1996, as Chairman of
Accent Software International Ltd., a company which designs and develops
multilingual word processing and intelligent agent software products. From April
1990, Mr. Cloutier has served as Senior Vice President of Jacobs Management
Corporation. Mr. Cloutier began his career with Arthur Andersen & Co. and is a
certified public accountant.

Mr. Munsell has served as Executive Vice President-Operations of the
Company since December 1995. Mr. Munsell has also served as Vice President of
Minstar since 1985; and Vice President of Genmar Industries since 1988.

Ms. McConnell has served as Senior Vice President, Secretary and General
Counsel of the Company since November 1996 and as Vice President, Secretary and
General Counsel from December 1995 through October 1996. From January to
December 1995, Ms. McConnell was Vice President and Assistant General Counsel of
the Company. Prior to joining the Company in 1995, Ms. McConnell was a partner
with the law firm of Lindquist & Vennum, where she practiced since 1988.

Mr. Sullivan has served as Senior Vice President-Marketing of the Company
since November 1996. From May 1995 to November 1996, Mr. Sullivan served as
Vice President and General Manager of the Company's SAM's Club Boat Buying
Program. From 1990 to May 1995, Mr. Sullivan served in various capacities at an
indirect subsidiary of the Company, Wellcraft Marine Corp., most recently as
Senior Vice President of Marketing and Planning. Prior to joining the Company,
Mr. Sullivan served at U.S. Marine Corp. (Bayliner) as Vice President of
Marketing and Communications, and in various other capacities, from 1973 to
1990.

Mr. Rosendahl has served as Vice President-Finance of the Company since
December 1995. Mr. Rosendahl served as Vice President and Controller of the
Company from March 1995. Prior to joining the Company in December 1994, Mr.
Rosendahl worked for ADC Telecommunications, Inc., a company engaged in
telecommunication equipment manufacturing, from 1991 to December 1994 in various
positions, the latest being Vice President of ADC Kentrox. From 1986 until
February 1991, Mr. Rosendahl was with Arthur Andersen LLP.

Mr. Farrell has served as President of the Company's Hatteras Yachts
division since November, 1996. Prior to that, Mr. Farrell served as President
and Chief Operating Officer of the Company since December 1995. Mr. Farrell
served as Vice President, Secretary and General Counsel of the Company from
April 1994 to December 1995. From November, 1995 to November, 1996, Mr. Farrell
served as President of Minstar and Genmar Industries. Mr. Farrell was Vice
President, Secretary and General Counsel of Minstar (1984 through November
1995); and Vice President and Secretary of Genmar Industries (1988 through
November 1995).

Mr. Ahlstrom has served as a director of the Company since April 1994. Mr.
Ahlstrom is also a director of United Jersey Bank (since 1980); Volvo GM Heavy
Truck Corporation (since 1981); Nederman Corporation (since 1990); self-employed
as an independent consultant to various companies, and a special limited partner
of IMR Management Partners, L.P. and the IMR Fund L.P. Mr. Ahlstrom served as
President and Chief Executive Officer and a director of Volvo from 1971 to 1991.

<PAGE>

Mr. DeVos has served as a director of the Company since April 1994. Mr.
DeVos is also Vice President-Corporate Affairs (since 1993), member of the
Policy Board (since 1989) and Executive Committee (since 1992) of Amway
Corporation, a company engaged in the direct sale of consumer products; and
trustee of First Union Real Estate Investments, a real estate investment trust.
Mr. DeVos previously held other vice president positions at Amway Corporation.

Mr. Lindsay has served as a director of the Company since April 1994. Mr.
Lindsay is Secretary and a director of JII (since 1977); Secretary and a
director of Watkins (since 1979); Secretary and a director of JMC (since 1981);
Secretary and a director of Jacobs Investors, Inc. and IMR General, Inc., a
limited partner in IMR Management L.P., the general partner of IMR Fund, L.P.
(since 1992); a director of Miramar (since 1991); and a director of Mountain
Parks Financial Corporation (since 1980).

Mr. Mercer has served as a director of the Company since April 1994. Mr.
Mercer is also Senior Vice President and a director of Volvo (since 1989) and
Vice President, Staff & Services and General Counsel of Volvo Cars of North
America, Inc. (since 1993).

Mr. Nicholson has served as a director of the Company since April, 1996.
Mr. Nicholson is a private investor and serves as a consultant to Amway
Corporation ("Amway"). From 1984 through 1992, Mr. Nicholson served as Chief
Operating Officer of Amway. Mr. Nicholson is also a limited partner of the IMR
Fund, L.P.

Mr. Carl R. Pohlad has served as a director of the Company since April
1994. Mr. Pohlad is also President and a director of Marquette Bancshares, Inc.,
a multi-bank holding company (since 1993); a director of IJ Holdings (since
1988); a director of Carlson Companies, Inc., a company involved in the
hospitality and travel industry, and is owner and managing general partner of
the Minnesota Twins, a major league baseball franchise. In addition, from 1986
through October 1994, Mr. Pohlad served as a director and Chairman of the Board
of MEI Diversified, Inc., a company associated with the development, manufacture
and sale of medical products and the management of real estate. For more than
five years prior to December 31, 1992, Mr. Pohlad served as President and Chief
Executive Officer of Marquette Bank Minneapolis and Bank Shares Incorporated,
its bank holding company.

Mr. James O. Pohlad has served as a director of the Company since April
1994. Mr. Pohlad is also an Executive Vice President and director of Marquette
Bancshares, Inc. (since 1993); and a director of IJ Holdings (since 1988). For
more than five years prior to December 31, 1992, Mr. Pohlad served as Executive
Vice President of Marquette Bank Minneapolis and Vice President of Bank Shares
Incorporated.

Mr. Tubergen has served as a director of the Company since April 1994. Mr.
Tubergen is also President and Chief Executive Officer of RDV Corporation, a
private financial management firm (since its formation in 1991). Mr. Tubergen
served as the managing partner of Deloitte & Touche in Grand Rapids, Michigan
from 1987 to 1991.

COMPENSATION OF DIRECTORS

The Company pays its directors $7,500 annually in addition to $2,500 per
committee meeting attended. Messrs. Jacobs, Farrell, Lindsay and Oppegaard do
not receive any compensation as directors of the Company.

<PAGE>

COMMITTEES

Since 1995, the Board has had an Executive/Audit/Compensation Committee.
There is no nominating committee of the Board; nominees for director are
selected by the Board of Directors.

EXECUTIVE/AUDIT/COMPENSATION COMMITTEE. The Executive/Audit/Compensation
Committee recommends to the Board of Directors the engagement of independent
public accountants of the Company, reviews the scope and results of audits of
the Company, reviews the Company's internal accounting controls and reviews the
professional services furnished to the Company by its independent public
accountants. The Executive/Audit/Compensation Committee also reviews the
compensation of officers at the Company and operating company presidents, and
provides oversight to the operations of the Company. The
Executive/Audit/Compensation Committee members are Bjorn Ahlstrom, Daniel G.
DeVos, William W. Nicholson, James O. Pohlad and Jerry L. Tubergen.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive/Audit/Compensation Committee is responsible for establishing
the Company's policies relating to and the components of executive officer
compensation. None of the executive officers of the Company has served as a
director or member of the compensation committee of another entity that had any
executive officer who served on the Executive/Audit/Compensation Committee or as
a director of the Company.

The following are descriptions of transactions which have occurred since
January 1996 to which the Company or its predecessors was or is to be a party
and in which a member or members of the Executive/Audit/Compensation Committee
had or are to have a direct or indirect material interest.

The Company has entered into a management services agreement with JMC. The
management services provided include services of an advisory, analytical and
consulting nature as the Company may reasonably request relating to the
management, business operations, assets and planning of the Company. During
fiscal 1996, the Company paid JMC $1,775,000 for such services. The Company
believes the terms of such agreement are as favorable as could have been
obtained from an unaffiliated third party for comparable services.

During 1996, the Company leased office space to JMC. JMC made lease
payments to the Company in the amount of $318,000 which equaled the
proportionate share of the Company's cost of such leased space based on the
amount of square feet of space occupied by JMC. The Company believes the terms
of such lease for such space are as favorable as could have been obtained from
an unaffiliated third party.

Effective January 21, 1997, the Company purchased, for $.8 million, the
Option from RDV Corporation, an affiliate of RDV Holdings, Inc., a stockholder
of the Company.

During 1996 the Company recorded sales of approximately $1.4 million to
affiliates. Management believes the terms of such sales were consistent with
terms of sales to non-affiliated parties.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid for services rendered in
all capacities to the Company during each of the last three fiscal years of the
Company to the Chief Executive Officer of the Company and to the four most
highly compensated executive officers.

ANNUAL COMPENSATION
-------------------
.NAME AND PRINCIPAL POSITION OTHER ANNUAL
--------------------------- YEAR SALARY BONUS (7) COMPENSATION (8)
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Grant E. Oppegaard 1996 $300,000 $275,917 -
Chief Executive Officer and President (1) 1995 174,461 - -
1994 202,115 - -

Roger R. Cloutier, II 1996 183,333 126,462 -
Executive Vice President and Chief 1995 - - -
Financial Officer (2) 1994 - - -

William A. Munsell 1996 200,000 137,959 -
Executive Vice President-Operations (3) 1995 200,000 60,000 -
1994 200,000 80,000 -

George E. Sullivan 1996 160,000 73,578 -
Senior Vice President-Marketing (4) 1995 155,768 55,000 -
1994 140,000 20,000 -

Mary P. McConnell, 1996 140,000 64,380 -
Senior Vice President, Secretary and 1995 125,000 25,000 -
General Counsel (5) 1994 - - -

James B. Farrell, 1996 200,000 183,945 -
former President and Chief Operating 1995 200,000 40,000 -
Officer (6) 1994 200,000 90,000 -

</TABLE>

(1) Mr. Oppegaard was elected Chief Executive Officer effective January 1996,
and President effective November 1996. Prior to January 1996, he served the
Company in various capacities, including Senior Vice President of Operations.

(2) Mr. Cloutier joined the Company effective February, 1996.

(3) Compensation for 1994 was paid by Minstar.

(4) Compensation for 1994 and a portion of 1995 was paid by Wellcraft Marine
Corp., an indirect subsidiary of the Company.

(5) Ms. McConnell joined the Company effective January, 1995.

(6) Effective November, 1996, Mr. Farrell resigned his position of President and
Chief Operating Officer, and was named President of the Company's Hatteras
Yachts division.

<PAGE>

(7) Bonus amounts in 1996 were payable based on formulas tied to the Company's
operating performance, subject to approval of the Board of Directors of the
Company. Bonus amounts in 1995 and 1994 were payable at the discretion of the
Board of Directors of the Company.

(8) In accordance with the rules of the Securities and Exchange Commission,
amounts totaling less than the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for each executive officer have been omitted.

RETIREMENT PLANS AND INSURANCE

The Genmar Retirement Plan (the "Retirement Plan") is a retirement plan
qualified under Section 401(k) of the Internal Revenue Code of 1954 and consists
of a deferred savings program which allows employees to contribute up to 15% of
their pre-tax earnings and up to 10% of their after-tax earnings to the
Retirement Plan. The Retirement Plan allows Minstar and Genmar Industries to
make matching contributions of up to one half of the first 6% of each
participant's pre-tax contribution, subject to certain limits. The Retirement
Plan also contains a profit sharing program whereby Genmar Industries, based on
its profits, is permitted to make an annual contribution for the benefit of
eligible employees. Substantially all salaried and hourly employees of Minstar
and Genmar Industries' businesses in the United States are eligible to
participate in the Retirement Plan. Minstar and Genmar Industries' contributions
to the deferred savings program and the profit sharing program are vested over a
five year period.

Carver has a 401(k) deferred savings plan which allows its eligible
employees to contribute 15% of their pre-tax earnings to the deferred savings
plan. At the discretion of its board of directors, Carver may match a portion of
the employees' contributions. Carver's matching contribution to the deferred
savings plan is currently 25% of employees' contributions, subject to certain
limits. The plan vests over 5 years; employees are eligible to participate after
6 months of full time employment.

Wood maintains a qualified noncontributory employee benefit plan in which
its employees are eligible to participate following completion of one year of
employment. Wood makes contributions to the plan at the discretion of its board
of directors.

An indirect subsidiary of the Company, Aegis Corporation, has an agreement
with James B. Farrell which provides that, upon Mr. Farrell's retirement from
the Company after age 65 (or, upon his death prior to such retirement), Aegis
Corporation will pay to Mr. Farrell (or, upon his death, his beneficiary) $3,085
per month for a period of 120 consecutive months. The agreement will terminate,
if, among other things, Mr. Farrell terminates his employment for any reason
prior to age 65.

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, to the Company's knowledge, the number of shares
of Company Common Stock that are beneficially owned as of the date of this
Annual Report by (i) each person known by the Company to beneficially own more
than 5% of the issued and outstanding Company Common Stock, (ii) each director
individually and (iii) all executive officers and directors as a group. As of
the date of this Annual Report, there are 1,779,415 shares of Company Common
Stock issued and outstanding, including 42,445 shares owned by Carver.

NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND NATURE PERCENT
OF BENEFICIAL OWNERSHIP OF CLASS
- - --------------------------------------------------------------------------------

Group consisting of: 591,373 (1) 33.2%
Irwin L. Jacobs
Jacobs Industries, Inc.
Jacobs Management Corporation
Watkins, Incorporated
Daniel T. Lindsay
100 South Fifth Street
Minneapolis, Minnesota 55402

RDV (AJL) Holdings, Inc. 436,899 (2) 24.6%
126 Ottawa, N.W.
Grand Rapids, Michigan 49503

Group consisting of: 298,565 (1)(3) 16.8%
Carl R. Pohlad as Trustee of Revocable Trust No. 2
Robert C. Pohlad
William M. Pohlad
James O. Pohlad
PEP Partnership
Jacobs Industries, Inc.
Watkins, Incorporated
3880 Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402

State of Wisconsin Investment Board 148,620 8.4%
121 East Wilson Street
Madison, Wisconsin 53702

Investment Cardo AB 125,165 7.0%
Malmo, Sweden

James B. Farrell 1,000 (4)
William A. Munsell 500 (4)
All executive officers and directors as a group 883,473 (2) 49.6%

<PAGE>

(1) Irwin L. Jacobs beneficially owns approximately 67% of the issued and
outstanding capital shares of JII, while members of the Pohlad Group
beneficially own the remaining shares. Watkins is a wholly-owned subsidiary of
JII. Irwin L. Jacobs, Carl R. Pohlad, as trustee of Revocable Trust No. 2 of
Carl R. Pohlad Created U/A dated 5/28/93, JII, PEP Partnership and Watkins have
entered into an agreement that grants Carl R. Pohlad the effective right to vote
the percentage of shares of Company Common Stock held by JII and Watkins as is
equal to the percentage of equity interest in JII and Watkins held by all
members of the Pohlad Group. Accordingly, of the 246,659 shares of Company
Common Stock owned by JII, ownership of 164,440 shares has been attributed to
Mr. Jacobs and ownership of 82,219 shares has been attributed to the Pohlad
Group. Of the 8,411 shares of Company Common Stock owned by Watkins, ownership
of 5,607 shares has been attributed to Mr. Jacobs and ownership of 2,804 shares
has been attributed to the Pohlad Group.

(2) All of the outstanding shares of RDV are owned by the Richard M. DeVos Trust
dated December 18, 1990 for the benefit of Richard and Helen DeVos, who are also
the Trustees. Daniel DeVos, a director of the Company is the son of Richard and
Helen DeVos. In addition, Jerry Tubergen, a director of the Company, is an
officer of RDV. Each of Mr. Daniel DeVos and Mr. Tubergen has disclaimed
beneficial ownership of the Company Common Stock owned by RDV.

(3) Includes 76,018 shares of Company Common Stock beneficially owned by a
trust, of which Carl R. Pohlad is the trustee.

(4) Less than 1%.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For a description of other transactions which have occurred since January
1, 1996 to which the Company was or is to be a party and in which directors or
executive officers of the Company or their associates had or are to have a
direct or indirect material interest, see Item 10 under "Compensation Committee
Interlocks and Insider Participation."

<PAGE>

PART IV

ITEM 14 EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents Filed as Part of Form 10-K Report

(1) FINANCIAL STATEMENTS

See Index to Consolidated Financial Statements and Supplemental Schedule
to Consolidated Financial Statements which appears under Item 8 herein.

(2) SCHEDULE

See Index to Consolidated Financial Statements and Supplemental Schedule
to Consolidated Financial Statements which appears under Item 8 herein.

All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.

(3) EXHIBITS

The exhibits required to be a part of this report are listed in the
Exhibit Index which follows the Financial Statement Schedule and Other Financial
Information included herein.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended December 31,
1996.

(d) [Not applicable]

<PAGE>

SIGNATURES

Pursuant to the requirements of Sections 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, thereunto duly authorized.

GENMAR HOLDINGS, INC.

March 20, 1997 /S/ ROGER R. CLOUTIER, II
--------------------------
Roger R. Cloutier, II
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:

Signature Title Date
- - --------------- ------------- -------

/s/ IRWIN L. JACOBS Chairman and Director March 20, 1997
- - -------------------
Irwin L. Jacobs

/s/ GRANT E. OPPEGAARD Chief Executive Officer and March 20, 1997
- - ---------------------- President (principal executive
Grant E. Oppegaard officer) and Director

/s/ ROGER R. CLOUTIER, II Executive Vice President and March 20, 1997
- - ------------------------- Chief Financial Officer
Roger R. Cloutier, II (principal financial and
accounting officer)

/s/ BJORN AHLSTROM Director March 20, 1997
- - ------------------
Bjorn Ahlstrom

/s/ DANIEL G. DEVOS Director March 20, 1997
- - -------------------
Daniel G. DeVos

/s/ JAMES B. FARRELL Director March 20, 1997
- - --------------------
James B. Farrell

/s/ DANIEL T. LINDSAY Director March 20, 1997
- - ---------------------
Daniel T. Lindsay

/s/ ROBERT B. MERCER Director March 20, 1997
- - --------------------
Robert B. Mercer

/s/ WILLIAM W. NICHOLSON Director March 20, 1997
- - ------------------------
William W. Nicholson

<PAGE>

/s/ CARL R. POHLAD Director March 20, 1997
- - ------------------
Carl R. Pohlad

/s/ JAMES O. POHLAD Director March 20, 1997
- - -------------------
James O. Pohlad

/s/ JERRY L.TUBERGEN Director March 20, 1997
- - --------------------
Jerry L. Tubergen

<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

No annual report covering the Company's 1996 fiscal year has been sent to
security holders.

No proxy statement, form of proxy or other proxy soliciting material has
been sent to the Company's security-holders with respect to any annual or other
meeting of security-holders. However, if the Company does furnish such a report
or proxy material, it will provide such to the Commission at that time.

The Company does intend to furnish this Annual Report under Form 10-K to
security-holders subsequent to the filing of this Annual Report.

<PAGE>

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

GENMAR HOLDINGS, INC.

FOR

CALENDAR YEAR ENDED DECEMBER 31, 1996

______________________________________

EXHIBITS

- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)

Page in
Regulation S-K Sequential
Exhibit Numbering
Reference Title of Document System
- - --------- ------------------------------ -------

3.1 Certificate of Incorporation of the Company (filed as *
Exhibit 3.1 (a) to the Company's Registration Statement on
Form S-4 (No. 33-82650)).

3.2 Bylaws of the Company, as Amended (filed as Exhibit 3.2 to *
the Company's Annual Report on Form 10-K for the Year Ended
December 31, 1995.

4.1 Indenture, dated as of July 1, 1994, among the Company, the *
Subsidiary Guarantors and First Trust National Association,
as Trustee (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (No. 33-82650)).

4.2 Specimen Certificates of Notes (filed as Exhibit 4.2 to the *
Company's Registration Statement on Form S-4 (No. 33-82650)).

4.3 Registration Rights Agreement, dated July 19, 1994, among *
the Company, the Subsidiary Guarantors and Wertheim Schroder
& Co. Incorporated (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-4 (No. 33-82650)).

4.4 Subordination Agreement, dated July 19, 1994, between *
Irwin L. Jacobs and First Trust National Association, as
Trustee (filed as Exhibit 4.4 to the Company's Registration
Statement on Form S-4 (No. 33-82650)).

4.5 Consent and Amendment of Subordination Agreement, dated as *
of December 29, 1994 (filed as Exhibit 4.5 to the Company's
Annual Report in Form 10-K for the year ended
December 31, 1994).

9.1 Voting Trust Agreement dated as of June 15, 1994 (filed as *
Exhibit 9.1 to the Company's Registration Statement on
Form S-4 (No. 33-82650)).

10.1 Genmar Holdings, Inc. Stockholders Agreement dated as of *
March 31, 1994 (filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-4 (No. 33-82650).on
Form S-4 (No. 33-82650)).

10.2 Voting Agreement, dated as of March 31, 1994, by and among *
Irwin L. Jacobs, Carl R. Pohlad, as trustee or Revocable
Trust No. 2 of Carl R. Pohlad Created U/A dated 5/28/93,
Jacobs Industries, Incorporated, PEP Partnership and Watkins
Incorporated (filed as Exhibit 10.8 to the Company's
Registration Statement on From S-4 (No. 33-82650)).

10.3 Assignment and Assumption Agreement, dated as of *
March 31, 1994, by and between Jacobs Management Corporation,
as Assignor and the Company, as Assignee (filed as
Exhibit 10.9 to the Company's Registration Statement on
Form S-4 (No. 33-82650)).

10.4 Amended and Restated Demand Promissory Note, dated *
December 29, 1994, for the Principal amount of $25,000,000
payable to Irwin L. Jacobs, his successors and assigns.

<PAGE>

GENMAR HOLDINGS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)

Page in
Regulation S-K Sequential
Exhibit Numbering
Reference Title of Document System
- - --------- ------------------------------ -------

10.5 Subordinated Promissory Note of IJ Holdings, dated *
November 24, 1993, for the principal amount of
$4,104,422.02 payable to Irwin L. Jacobs (filed as
Exhibit 10.11 to the Company's Registration Statement
on Form S-4 (No. 33-82650)).

10.6 Management Services Agreement, effective as of *
December 1, 1990, between Jacobs Management Corp. and
Minstar, Inc. (filed as Exhibit 10.12 to the Company's
Registration Statement on Form S-4 (No. 33-82650)).

10.7 Employees' Profit Sharing Plan and Trust for Wood *
Manufacturing Company, Inc., as amended January 1, 1989
(filed as Exhibit 10.13 to the Company's Registration
Statement on Form S-4 (No. 33-882650)).

10.8 Deferred Compensation Agreement, dated July 28, 1983, *
between Aegis Corporation and James B. Farrell (filed as
Exhibit 10.21 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994).

10.9 Lease pertaining to property in Highlands County, Florida *
between city of Avon Park, as Lessor and Critchfield
Marine, Inc., as Lessee, together with assignments and
amendment thereto (filed as Exhibit 10.15 to the Company's
Registration Statement on Form S-4 (No. 33-82650)).

10.10 The Credit Agreement, as Amended and Restated, dated as of *
December 30, 1995, among the Company, the Lenders named
therein and The Bank of New York, as Agent (filed as
Exhibit 10.10 to the Company's Annual Report on Form 10-K
for the Year Ended December 31, 1995).

10.11 Amendment dated as of August 15, 1996, to the Amended and *
Restated Credit Agreement (filed as Exhibit 1 to the
Company's Quarterly Report on Form 10-Q for the Fiscal
Quarter Ended September 30, 1996).

10.12 Option Agreement, dated as of January 21, 1997, by and 53
between the Company, as Purchaser and RDV Corporation.

18.1 Letter from the Company's independent public accountants 56
regarding change in accounting principle.

21.1 Subsidiaries of the Company (filed as Exhibit 21.1 to the *
Company's Annual Report on Form 10-K for the Year Ended
December 31, 1995).

<PAGE>

EXHIBIT 10.12

OPTION AGREEMENT

OPTION AGREEMENT, dated as of January 21, 1997, among Genmar Holdings,
Inc., a Delaware corporation ("Purchaser"), and RDV Corporation, a Michigan
corporation ("RDV").

WITNESSETH

WHEREAS, RDV desires to grant to Purchaser the option to purchase up to
$25,000,000 aggregate principal amount of 13 1/2% Series A Senior Subordinated
Notes due 2001 (the "Notes") issued by Purchaser, subject to the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants and conditions hereinafter contained, the parties agree as
follows:

1. OPTION. Subject to the terms and conditions set forth herein, RDV
hereby grants Purchaser the option (the "Option") to purchase up to $25,000,000
aggregate principal amount of Notes for a purchase price equal to the principal
amount thereof plus accrued but unpaid interest thereon to, but not including,
the date of payment for the purchase of any of the Notes. The Option may be
exercisable at any time or from time to time, in whole or in part, on not less
than three business days notice to RDV during the period (the "Exercise Period")
commencing on January 21, 1997 to and including January 19, 1998. The purchase
price for any purchase of the Notes hereunder shall be paid by wire transfer of
immediately available funds to an account designated by RDV.

2. PAYMENT FOR THE OPTION. In consideration for granting the Option,
Purchaser hereby agrees to pay an aggregate of $825,000 to RDV by wire transfer
of immediately available funds not later than January 21, 1997 to an account
designated by RDV.

3. REPRESENTATIONS AND WARRANTIES OF RDV. RDV hereby represents and
warrants to the Purchaser that:

3.1 AUTHORITY. RDV has all requisite power and authority to enter into
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement and the transactions
contemplated hereby have been duly authorized by all necessary action on RDV's
part, and this Agreement is the legal, valid and binding agreement of RDV
enforceable in accordance with its terms.

3.2 OWNERSHIP OF THE NOTES. RDV has good and valid title to the Notes
free and clear of all liens, charges, claims or encumbrances whatsoever and,
upon the transfer of the Notes in accordance with this Agreement, Purchaser will
have good and valid title to the Shares free and clear of all liens, charges,
claims or encumbrances whatsoever.

<PAGE>

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
hereby represents and warrants to RDV that Purchaser has all requisite power and
authority to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. This Agreement and the
transactions contemplated hereby have been duly authorized by all necessary
action on the Purchaser's part, and this Agreement is the legal, valid and
binding agreement of Purchaser enforceable in accordance with its terms.

5. CERTAIN COVENANTS.

5.1 NO OTHER REPURCHASE. The Purchaser agrees that, during the Exercise
Period and until the Option is exercised in full, it will not purchase any Notes
from any other person except as may be required pursuant to the indenture
governing the Notes or by law.

5.2 NO OTHER SALES. RDV agrees that, during the Exercise Period, it
shall not sell, transfer, subject to option, pledge or otherwise dispose of any
of the Notes owned by it and subject to the Option hereunder.

6. MISCELLANEOUS.

6.1 NOTICES. Except as otherwise provided in this Agreement, notices
and other communications under this Agreement shall be in writing and shall be
delivered by hand, or sent by registered or certified mail, addressed as set
forth below, or sent by telecopy or similar form of telecommunications, and
shall be deemed to have been given when received. Any such notice or other
communication shall be addressed (a) if to the Purchaser, to 100 South Fifth
Street, Suite 2400, Minneapolis, Minnesota 55402 (Attn: General Counsel); and
(b) if to RDV, to 500 Grand Bank Building, 126 Ottawa, N.W., Grand Rapids,
Michigan 49503, or to such other address as such party shall have furnished to
the other parties in writing.

6.2 AMENDMENTS. Any terms of this Agreement may be amended by, and only
by, an instrument in writing signed by the Purchaser and RDV.

6.3 EFFECT OF AGREEMENT. This Agreement, including the representations
and warranties contained herein, contains the entire agreement between the
Purchaser and RDV with respect to the subject matter hereof and supersedes any
prior agreement or understandings between the Purchaser and RDV with respect to
such subject matter.

6.4 GOVERNING LAW. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of Minnesota.

<PAGE>

6.5 COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed in original, but all of
which together shall constitute one and the same instrument.

RDV CORPORATION

By: Jerry Tubergen
Its: President

GENMAR HOLDINGS, INC

By: William A. Munsell
Its: Executive Vice President

<PAGE>

EXHIBIT 18.1

(ARTHUR ANDERSEN LETTERHEAD)

February 26, 1997

Genmar Holdings, Inc.
100 South Fifth Street
Suite 2400
Minneapolis, MN 55402

Re: Form 10-K Report for the Year Ended December 31, 1996

Gentlemen:

This letter is written to meet the requirements of Regulation S-K calling for a
letter from a registrant's independent accountants whenever there has been a
change in accounting principle or practice.

As of December 1, 1996, the Company changed from the completed contract method
of accounting for long-term construction contracts to the percentage of
completion method. According to the management of the Company, this change was
made to more accurately reflect periodic recognition of income and costs on
certain custom yachts sold directly to consumers under contract. Such
contracts normally include significant progress payments and the final
completion of the yacht typically is subject to a variety of customer
enhancement requests.

ACCOUNTING RESEARCH BULLETIN NO. 45: LONG-TERM CONSTRUCTION-TYPE CONTRACTS
states that when estimates of costs to complete and extent of progress towards
completion of long-term contracts is reasonably dependable, the
percentage-of-completion method is preferable. As such, we are of the opinion
that the Company's change in method of accounting is preferable.

Very truly yours,

ARTHUR ANDERSEN LLP

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Genmar Holdings, Inc.:

As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K, into the Company's previously filed
Registration Statement File No. 33-82650.

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota,
March 20, 1997

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM YEAR
END FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 23,137
<SECURITIES> 0
<RECEIVABLES> 40,756
<ALLOWANCES> 4,108
<INVENTORY> 97,314
<CURRENT-ASSETS> 160,251
<PP&E> 125,288
<DEPRECIATION> 66,470
<TOTAL-ASSETS> 271,203
<CURRENT-LIABILITIES> 111,833
<BONDS> 124,861
0
0
<COMMON> 18
<OTHER-SE> 6,851
<TOTAL-LIABILITY-AND-EQUITY> 271,203
<SALES> 618,056
<TOTAL-REVENUES> 618,056
<CGS> 530,200
<TOTAL-COSTS> 530,200
<OTHER-EXPENSES> 64,653
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,190
<INCOME-PRETAX> 1,135
<INCOME-TAX> 860
<INCOME-CONTINUING> 275
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 275
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>