SEC Info - Recreational Holdings Inc - ‘SC 13D’ on 7/12/99 re: Holiday RV Superstores Inc

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Recreational Holdings Inc – ‘SC 13D’ on 7/12/99 re: Holiday RV Superstores Inc

On: Monday, 7/12/99, at 5:31pm ET · Accession #: 950170-99-1113 · File #: 5-39090 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 7/16/99 by the SEC on 7/16/99. `®`

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/12/99  Recreational Holdings Inc         SC 13D®                4:88K  Holiday RV Superstores Inc        Donnelley Fin’l/Miami/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     30K 
 2: EX-1        Underwriting Agreement                                27    111K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-4        Instrument Defining the Rights of Security Holders     2      9K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
4	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

HOLIDAY RV SUPERSTORES, INCORPORATED
-------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, PAR VALUE $.01 PER SHARE
-------------------------------------------------------------------------------
(Title of Class of Securities)

434902102
-------------------------------------------------------------------------------
(CUSIP Number)

Leonard H. Bloom, P.A.
Broad and Cassel
Suite 3000
201 S. Biscayne Blvd.
MIAMI, FL 33131
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

JUNE 30, 1999
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

SC 13D 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

-------------------------------------------------------------------------------
CUSIP NO. 434902102
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Atlas Recreational Holdings, Inc.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3 SEC USE ONLY

-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - See Item 3
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 4,405,192
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,158,244
WITH --------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,158,244
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
This amount excludes 246,948 shares owned by Newton C. Kindlund and
Joanne M. Kindlund with respect to which Atlas Recreational
Holdings, Inc. has sole voting power for approximately six months.
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------

SC 13D 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 1. SECURITY AND ISSUER.

This Statement on Schedule 13D relates to shares of common stock, $.01
par value per share (the "Common Stock"), of Holdiday RV Superstores,
Incorporated, a Florida corporation (the "Issuer"). The Issuer's principal
executive office is located at Sand Lake West Executive Park, 7851 Greenbriar
Parkway, Orlando, Florida 32819.

ITEM 2. IDENTITY AND BACKGROUND.

(a) See Exhibit "A" attached hereto and incorporated by reference.

(b) See Exhibit "A" attached hereto and incorporated by reference.

(d) During the last five years, neither Atlas Recreational Holdings, Inc.
(the "Reporting Person"), nor its beneficial owners, directors and/or officers,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

(e) During the last five years, neither the Reporting Person, nor its
beneficial owners, directors and/or officers, was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.

(f) See Exhibit "A" attached hereto and incorporated by reference.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Person entered into a sales and purchase agreement (the
"Agreement") with Newton C. Kindlund and Joanne M. Kindlund (collectively, the
"Selling Shareholders") dated June 17, 1999 pursuant to which it agreed to
purchase 4,158,224 shares of Common Stock (the "Shares") for a purchase price of
fourteen million dollars (US$14,000,000). The sale and purchase transaction
closed on June 30, 1999 (the "Closing Date"). The sources of funds for the
purchase price were as follows:

1) US$1,000,000 was provided by the Selling Shareholders pursuant to the
terms of a promissory note executed by the Reporting Person. The promissory note
is secured by 250,000 Shares, bears interest at the rate of twelve percent (12%)
per annum, and is due 21 days from the Closing Date. A copy of the promissory
note is attached as an exhibit hereto.

2) US$12,500,000 was provided from the proceeds of a loan (the "Loan") to
the Reporting Person by Doerge-Atlas, LLC (the "Lender"). The terms of such loan
have not been finalized and will be disclosed by amendment.

3) US$500,000 was provided by Michael McGowan pursuant to the terms of a
promissory note executed by the Reporting Person. The promissory note is secured
by a second priority charge over the assets of the Issuer, bears interest at a
rate of fifteen percent (15%) per annum and is due one year from the date of
execution. A copy of the promissory note is attached as an exhibit hereto.

SC 13D 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Person entered into the Agreement for investment purposes
and to effect certain changes in the growth and management of the Issuer.
Specifically the Reporting Person plans to identify strategic acquisitions for
the Issuer to expand the Issuer's business and consolidate the industry in which
the Issuer operates. The Reporting Person does not have a present intention to
either increase or decrease its ownership position in the Issuer in any material
respect.

Pursuant to the terms of the Agreement, the Board of Directors of the
Issuer resigned effective on the Closing Date, with the exception of W. Hardee
McAlhaney and Paul G. Clubbe. It is anticipated that Messrs. McAlhaney and
Clubbe will appoint Ronald G. Honeycutt, Michael S. Riley and Michael Farkas to
the Board of Directors of the Issuer. In addition, there have been several
changes to the Issuer's management. Mr. McAlhaney resigned as Chief Financial
Officer and has assumed the position of Chief Executive Officer. Mr. Kindlund
has also resigned from his position as President, Chief Executive Officer and
Chairman of the Board. It is anticipated that the Board of Directors will
approve Mr. Riley as Chairman of the Board. Ms. Kindlund has resigned from her
position as Executive Vice President - administration, Secretary and Treasurer.

Except as set forth herein, the Reporting Person does not have any plans
or proposals relating to of which would result in any transaction described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) See items 11-13 on the cover page to this Schedule 13D. The
Reporting Person disclaims beneficial ownership with respect to 246,948 Shares
owned by the Selling Shareholders with respect to which the Reporting Person has
sole voting power for approximately six months.

(b) See items 7-10 on the cover page to this Schedule 13D.

(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities of the Issuer.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

(1) Pursuant to the terms of the Agreement, the Reporting Person has
received an irrevocable proxy to vote 246,948 shares (the "Selling Shareholders
Shares") owned by the Selling Shareholders. The proxy expires six months from
the Closing Date. In addition, the Selling Shareholders have agreed not to
dispose of the Selling Shareholders Shares for a period of six months after the
Closing Date.

(2) The Reporting Person is negotiating a definitive agreement with World
Business Brokers (the "Broker") pursuant to which the Broker will receive
compensation for services rendered in connection with the purchase of the Shares
by the Reporting Person from the Selling Shareholders. The Reporting Person and
the Broker have definitively agreed to the payment to Broker of an initial
$125,000 with additional compensation to be further agreed upon.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

The following are filed herewith as exhibits:

EXHIBIT NO. DESCRIPTION
----------- -----------

1 Share Sale and Purchase Agreement dated June 17,
1999 by and between

SC 13D 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
Atlas Recreational Holdings, Inc. and Newton C.
Kindlund and Joanne M. Kindlund

2 Loan Agreement dated ________________ 1999 by
and between Atlas Recreational Holdings, Inc.
and Doerge-Atlas, LLC*

3 Promissory Note dated June 30, 1999
made by Atlas Recreational Holdings, Inc. in
favor of Newton C. Kindlund

4 Promissory Note dated June 11, 1999
made by Atlas Recreational Holdings, Inc. in
favor of Michael McGowan

5 Brokerage Commission Agreement dated
_____________, 1999 by and between Atlas
Recreational Holdings, Inc. and World Business
Brokers*

*To be filed as amendments once finalized and executed.

SC 13D 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

ATLAS RECREATIONAL HOLDINGS, INC.

a Florida corporation

July 12, 1999

By: /s/ Michael S. Riley
--------------------------------
Michael S. Riley, Chairman

SC 13D 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
EXHIBIT A

[Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------------------
State of
Principal Incorporation/
Name Business Address Occupation/Employment Citizenship
-----------------------------------------------------------------------------------------------------------------------------------

Atlas Recreational 701 Brickell Avenue Holding company formed for the Florida
Holdings, Inc. Suite 3120 purpose of acquiring Common Stock
Miami, Florida 33131 in the Issuer. The Reporting Person
will assist the Issuer in identifying
strategic acquisition candidates
and consummating appropriate
acquisitions.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Michael S. Riley 701 Brickell Avenue President, Chairman and Director United States
Suite 3120 of the Reporting Person and Chairman
Miami, Florida 33131 of Atlas Healthcare, Inc. In such
capacities Mr. Riley is responsible for
identifying acquisition candidates for
each such company.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Michael Farkas 701 Brickell Avenue Secretary and Director of the Reporting United States
Suite 3120 Person, and President and Chairman of
Miami, Florida 33131 Atlas Equity Group, Inc., for which
Mr. Farkas acts as an investment banker.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

SC 13D Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
EXHIBIT INDEX

EXHIBIT DESCRIPTION
------- -----------

1 Share Sale and Purchase Agreement dated June 17, 1999 by and
between Atlas Recreational Holdings, Inc. and Newton C. Kindlund
and Joanne M. Kindlund

3 Promissory Note dated June 30, 1999 made by Atlas
Recreational Holdings, Inc. in favor of Newton C. Kindlund

4 Promissory Note dated June 11, 1999 made by Atlas
Recreational Holdings, Inc. in favor of Michael McGowan

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Changed as of / Corrected on:	7/16/99			None on these Dates
Filed on:	7/12/99	6
	6/30/99	1	8
	6/17/99	3	8
	6/11/99	5	8
				List all Filings

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Filing Submission 0000950170-99-001113 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Recreational Holdings Inc – ‘SC 13D’ on 7/12/99 re: Holiday RV Superstores Inc

On: Monday, 7/12/99, at 5:31pm ET · Accession #: 950170-99-1113 · File #: 5-39090 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 7/16/99 by the SEC on 7/16/99. ®

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 10/10/00 · Latest: ‘SC 13D/A’ on 1/7/02

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

On: Monday, 7/12/99, at 5:31pm ET · Accession #: 950170-99-1113 · File #: 5-39090 · Correction: This Filing’s “Filed as of” Date was Corrected and “Changed as of” 7/16/99 by the SEC on 7/16/99. `®`

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents