Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

GANDER MOUNTAIN COMPANY
(Exact name of Registrant as specified in its charter)

4567 American Boulevard West
Minneapolis, Minnesota 55437
(952) 830-8700
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Mark R. Baker
Chief Executive Officer and President
Gander Mountain Company
4567 American Boulevard West
Minneapolis, Minnesota 55437
(952) 830-8700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Gander Mountain Company is offering 5,000,000 shares of common stock. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $14.00 and $16.00 per share.

We have applied to quote our common stock on the Nasdaq National Market under the symbol "GMTN."

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters the right to purchase up to 750,000 additional shares of common stock to cover any over-allotments. The underwriters can exercise this right at any time within 30 days after the offering. The underwriters expect to deliver the shares of common stock to investors on or about , 2004.

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since the date indicated on the front cover of this prospectus.

"Gander Mountain," "Gander Mtn.," "Gander Mountain Guide Series," "We Live Outdoors" and our logos mentioned or used in this prospectus are our trademarks. This prospectus also contains trademarks and service marks belonging to other entities.

		Page
Summary		1
Risk Factors		8
Special Note Regarding Forward-Looking Statements		19
Use of Proceeds		20
Dividend Policy		20
Capitalization		21
Dilution		23
Selected Financial Data		24
Management's Discussion and Analysis of Financial Condition and Results of Operations		27
Business		38
Certain Relationships and Related Party Transactions		55
Management		60
Principal Shareholders		70
Description of Capital Stock		73
Shares Eligible for Future Sale		75
U.S. Federal Tax Consequences for Non-U.S. Holders		77
Underwriting		81
Legal Matters		85
Experts		85
Where You Can Find More Information		85
Index to Financial Statements		F-1

This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the financial statements.

We are a leading specialty retailer that caters to the needs of outdoor lifestyle enthusiasts, with a particular focus on hunting, fishing and camping. Our core strategy and focus is to provide our target customer with a unique retail experience founded upon our "We Live Outdoors" culture and theme. Our stores offer competitively priced national, regional and owned brand outdoor equipment, accessories, related technical apparel and footwear. We seek to combine our broad and deep merchandise assortments with a unique store environment and an emphasis on customer service based on our store associates' extensive product knowledge and outdoor-related experience. We have expanded our store base from 26 stores in 1997 to our current base of 66 Gander Mountain outdoor lifestyle stores in nine states — Illinois, Indiana, Iowa, Michigan, Minnesota, New York, Ohio, Pennsylvania and Wisconsin.

We are transforming our market position from a traditional specialty store to a larger format, category-focused store. Our new larger format stores, which range from 50,000 to 100,000 square feet, have a warehouse-style shopping environment that reinforces our overall value proposition to our customers and enables us to substantially increase the breadth and depth of our product offerings. We currently have nine larger format stores, the first of which opened in March 2003.

We believe that the following strengths distinguish us from our competitors and are critical to our continuing success:

Our long-term objectives are to build upon the Gander Mountain brand name and create the leading retail store chain that defines the outdoor lifestyle category. To achieve our objectives we intend to:

An investment in our common stock involves a high degree of risk. The following risks, as well as the other risks discussed in "Risk Factors," should be carefully considered before participating in this offering:

Members of the Erickson family and their affiliates collectively own a controlling interest in us. The Erickson family founded and control the companies that own, operate and franchise Holiday Stationstore gasoline/convenience stores located throughout the northern tier of the United States. Members of the Erickson family collectively own a controlling interest in us through a combination of their individual stock ownership in us and their control of our largest shareholders, Holiday Stationstores, Inc. and Lyndale Terminal Co. Following this offering, Holiday Stationstores, Inc., Lyndale Terminal Co. and individual members of the Erickson family will own 57.5% of our outstanding common stock or 54.3% of our outstanding common stock if the underwriters exercise their over-allotment option in full. We have been advised that members of the Erickson family have no existing agreement or arrangement to act in concert with respect to the voting or disposition of their respective ownership interests.

Prior to this offering, there have been significant transactions between Holiday Companies, the parent of Holiday Stationstores, Inc., and us. These transactions have involved Holiday Companies obtaining insurance for us and providing us with human resources services, cash management, financial analysis and other financial services, legal services, benefits administration services, various tax services, information technology services, credit card processing services and other administrative services. We have entered into various agreements with Holiday Companies to provide for the continuity of these services after this offering at rates which we believe are commercially reasonable. We also use Holiday Companies' airplane for which we pay Holiday Companies a fee and lease from Holiday Companies our corporate headquarters, certain warehousing space and other administrative space, as well as our retail stores located in Bemidji, Minnesota and Fridley, Minnesota. In addition, Holiday Companies or Holiday Stationstores, Inc. currently guarantees our leases with third parties for 36 of our stores and our distribution center, guarantees $11.7 million of borrowings under our credit facility until May 14, 2004 and guarantees amounts due to certain vendors, without charging us a fee for these guarantees.

For more information about these agreements, see "Certain Relationships and Related Party Transactions — Relationship with the Erickson Family and Their Affiliates."

We were initially organized as a Delaware limited liability company on November 27, 1996 and we converted to a Delaware corporation on December 31, 2000. We reincorporated in Minnesota in January 2004 by merging into our wholly owned subsidiary formed solely for that purpose. We have been operating our current business since our initial organization in 1996. Our principal executive offices are located at 4567 American Boulevard West, Minneapolis, Minnesota 55437, and our telephone number is (952) 830-8700. Our web site is located at www.gandermountain.com. Information contained on our web site or that can be accessed through our web site is not a part of this prospectus.

The number of shares of common stock outstanding after this offering is based on the number of shares outstanding as of April 16, 2004 and excludes:

All accumulated and unpaid dividends on our preferred stock will be extinguished without being paid upon this offering.

You should read the summary financial data presented below in conjunction with the financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. In the opinion of management, the unaudited summary financial data presented below under the heading "Statement of Operations Data" reflect all adjustments, which include only normal and recurring adjustments, necessary to present fairly our results of operations for the period presented. Historical results are not necessarily indicative of the results of operations to be expected for future periods.

		Net Income (Loss) Applicable to Common Shareholders
		(in thousands)
Loss applicable to common shareholders		$	(15,007	)
Preferred stock dividends:
	Class A		6,100
	Class B		4,963
	Class C		5,460
Interest on debt to be repaid:
	Interest on $2.2 million note payable to affiliate		131
	Interest on $7.6 million note payable to affiliate		338
	Interest under credit facility		1,971

Pro forma net income applicable to common shareholders		$	3,956

		Weighted Average Common Shares Outstanding
Common shares outstanding		973,248
Conversion of preferred stock:
	Class A	1,790,303
	Class B	1,111,200
	Class C	3,763,424
Sale of common stock in this offering		4,759,644

Pro forma basic shares outstanding		12,397,819

Dilutive effect of stock options		518,176

Pro forma diluted shares outstanding		12,915,995

	Fiscal Year Ended			28 Days Ended			Fiscal Year Ended
	January 1, 2000			January 29, 2000			January 27, 2001			February 2, 2002			February 1, 2003			January 31, 2004
	(unaudited; in thousands)
Net income (loss)	$	(6,221	)	$	(2,247	)	$	(7,218	)	$	(8,425	)	$	(12,205	)	$	1,516
Income tax provision (benefit)		—			—			—			(2,274	)		2,274			—
Interest expense		4,880			419			7,283			4,821			7,314			4,760
Depreciation and amortization		3,400			291			3,932			5,627			6,429			7,461

EBITDA	$	2,059		$	(1,537	)	$	3,997		$	(251	)	$	3,812		$	13,737

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below before participating in this offering. If any of the following risks actually occur, our business, financial condition, operating results or cash flows could be materially harmed. As a result, the trading price of our common stock could decline, and you might lose all or part of your investment.

Our current business strategy that focuses on larger format retail stores has not been proven successful on a long-term basis and may negatively impact our operating results.

We recently began implementing our current business strategy that focuses on larger format retail stores. The viability of this business strategy has not been proven on a long-term basis. We recently transitioned from opening approximately 30,000 square foot stores to predominantly opening stores ranging from 50,000 to 100,000 square feet. The results we achieved at our smaller format stores may not be indicative of the results that we may achieve at our new larger format stores. The larger format increases our operating costs per store, but may not lead to proportionately increased revenues per store. Our mix of higher and lower margin merchandise in our larger format stores differs from the merchandise mix in our smaller stores, and therefore, may negatively impact our gross margins in our larger format stores. In addition, we may not carry the appropriate merchandise mix during our busiest seasons in our larger format stores. We cannot assure you that we will be successful in operating our larger format stores on a profitable basis. If a larger format store is unprofitable, the impact on our financial results could be greater than the impact of an unprofitable smaller format store.

Our concentration of stores in the north central United States makes us susceptible to adverse conditions in this region, including atypical weather.

The majority of our stores are located in the north central United States. As a result, our operations are more susceptible to regional factors than the operations of more geographically diversified competitors. These factors include regional economic and weather conditions, natural disasters, demographic and population changes and governmental regulations in the states in which we operate. Our sales may also be affected by environmental changes and disease epidemics affecting fish or game populations in this region, such as chronic wasting disease. If the region were to suffer an economic downturn or other adverse event, our operating results could suffer.

Our results of operations may be harmed by unseasonably warm winter weather conditions. Many of our stores are located in areas that traditionally experience seasonably cold weather. Approximately 13% of our sales in fiscal 2003 consisted of merchandise for winter activities. Abnormally warm weather conditions could reduce our sales of these items and harm our operating results. Moreover, significant snowfalls on peak shopping days, particularly during the holiday season, could impact our sales if potential customers choose not to shop during those days.

Our operating results are subject to seasonal fluctuations and the timing of new store openings, which could cause the market price of our common stock to decline.

We experience substantial seasonal fluctuations in our sales and operating results. In addition, we typically open new stores during the second half of the year, which increases the percentage of our sales generated in our third and fourth fiscal quarters. In fiscal 2003, we generated 30% of our annual sales in our third fiscal quarter, which includes the fall hunting season months of September and October, and we generated 37% of our annual sales in our fourth fiscal quarter, which includes the peak cold weather and holiday season months of November and December. We incur significant additional expenses in the third and fourth fiscal quarters due to higher purchase volumes and increased staffing in our stores. If, for any reason, we miscalculate the demand for our products or our

product mix during the third or fourth fiscal quarters, our sales in these quarters could decline resulting in significantly lower margins and excess inventory, which could cause our annual operating results to suffer and our stock price to decline significantly.

Erickson family members and their affiliates will continue to collectively own a controlling interest in our company and these individuals and entities may have interests that differ from those of our other shareholders.

As of April 16, 2004, members of the Erickson family, together with Holiday Stationstores, Inc. and Lyndale Terminal Co., both of which are wholly owned by members of the Erickson family or entities they control, collectively owned 100% of the outstanding shares of our voting stock and on a pro forma basis after giving effect to this offering will own 57.5% of our common stock. As a result, these entities and members of the Erickson family will continue to be able to influence or control matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

In addition, conflicts of interest may arise as a result of the continued collective controlling ownership interest of these entities and the members of the Erickson family. We may not be able to resolve any potential conflicts, and even if we do, the resolution may be less favorable than if we were dealing with unaffiliated parties. These conflicts may include the structure and timing of transfers by these entities and members of the Erickson family of all or any portion of their ownership interest in us and the ability of these entities and members of the Erickson family to control our management and affairs.

The actual or potential sale by Erickson family members and their affiliates of their holdings of our common stock could cause the market price of our stock to decline significantly.

As of April 16, 2004, on a pro forma basis giving effect to this offering, members of the Erickson family and their affiliates will own 7,265,247 shares of our common stock. No members of the Erickson family or the entities they control are subject to any contractual obligations to retain their controlling interest, except that Holiday Companies, Lyndale Terminal Co., Holiday Stationstores, Inc. and members of the Erickson family have agreed, subject to certain exceptions, not to sell or otherwise dispose of any shares of common stock for a period of 180 days after the date of this prospectus without the prior written consent of Banc of America Securities LLC and William Blair & Company, L.L.C. Except for this brief period, there can be no assurance as to how long the Erickson family and the entities they control will maintain their beneficial ownership of our common stock following the offering. Following this brief period, Holiday Stationstores, Inc., Lyndale Terminal Co. and certain individual members of the Erickson family will also have rights to cause us to register their shares. A sale by the Erickson family or their affiliates of a large interest in us, or the perception that such a sale could occur, could cause the market price of our common stock to decline significantly.

Changes in our relationship with Holiday Companies could require us to negotiate alternative agreements that may have less favorable terms.

After this offering, we will continue to obtain various services from Holiday Companies under a shared services agreement. The services provided by Holiday Companies under this agreement are material to our operations. These services include obtaining insurance and providing human resources services, cash management, financial analysis and other financial services, legal services, benefits

administration services, various tax services, information technology services, credit card processing services and other administrative services, as well as use of Holiday Companies' airplane. The intention of this agreement is to continue the relationship between Holiday Companies and us in a manner consistent with past practices. Holiday Companies' position as a company under common control with us may cause conflicts of interest relating to the nature, quality and pricing of services or products provided to us by Holiday Companies under the shared services agreement or other agreements. In addition, the shared services agreement has a term of one year with automatic one year renewal terms, subject to early termination by either party upon 90 days' written notice. If the shared services agreement is terminated, we will have to provide the services covered by the agreement on our own or obtain them from a third party. We may not be able to replace all of these services in a timely manner or on terms, including cost, that are as favorable as those we receive from Holiday Companies. In addition, we may not be able to provide these services internally or hire individuals who can provide these services to us on favorable terms or at all.

Holiday Companies or Holiday Stationstores, Inc. also guarantees our leases with third parties for 36 of our stores and our distribution center. If Holiday Companies or Holiday Stationstores, Inc. fails or is unable to continue to guarantee these leases, we may be required to incur higher costs for these leases. Holiday Companies or Holiday Stationstores, Inc. also guarantees $11.7 million of borrowings under our credit facility until no later than May 14, 2004 and guarantees amounts due to certain vendors. In the event Holiday Companies or Holiday Stationstores, Inc. fails or is unable to continue to guarantee (1) these borrowings, we may be in default under our credit facility and incur higher borrowing costs, or (2) the vendor liabilities, we may incur penalty payments or may be unable to acquire merchandise from certain vendors.

Two of our directors may have conflicts of interest because they are members of the Erickson family and directors and officers of the Erickson family's affiliates and one of our executive officers may have conflicts of interest because he is a consultant to Holiday Companies.

Following this offering, we anticipate that Donovan Erickson, Neal Erickson, Richard Erickson and Marjorie Pihl will resign from our board of directors and that Mark Baker and four other individuals will be elected to our board of directors. Following this transition, two of our continuing directors will be members of the Erickson family and directors or officers of companies affiliated with the Erickson family, which may create conflicts of interest when our board of directors faces decisions that affect both us and such companies. This includes the Chairman of our board of directors, Ronald Erickson, who is the Chief Executive Officer and Chairman of the board of directors of Holiday Companies, Holiday Stationstores, Inc. and Lyndale Terminal Co., and Gerald Erickson, another of our directors who is also Vice President and Vice Chairman of the board of directors of Holiday Companies and a director of Holiday Stationstores, Inc. and Lyndale Terminal Co. In addition, Dennis Lindahl, our Executive Vice President and Chief Financial Officer, is also a consultant to Holiday Companies, which could create conflict of interests when he is involved in decisions affecting both us and Holiday Companies. In the ordinary course of business we will provide material, non-public information about our company to Ronald Erickson and to Gerald Erickson. Although people who receive material non-public information about our company will be subject to federal law regarding their use of such information, we cannot control their use of such information, which may be adverse to your interests.

The growth of our business will be dependent upon the availability of adequate capital.

The growth of our business will depend on the availability of adequate capital, which in turn will depend in large part on cash flow generated by our business and the availability of equity and debt financing. To date, we have relied on Holiday Stationstores, Inc. and Lyndale Terminal Co. to finance our company, although we do not intend to rely on them in the future. We cannot assure you that our operations will generate positive cash flow or that we will be able to obtain equity or debt financing on

acceptable terms or at all. Our credit facility contains provisions that restrict our ability to incur additional indebtedness or make substantial asset sales that might otherwise be used to finance our expansion. Security interests in substantially all of our assets, which may further limit our access to certain capital markets or lending sources, secure our obligations under the credit facility. Moreover, the actual availability of funds under our credit facility is limited to specified percentages of our eligible inventory and credit card receivables. Accordingly, opportunities for increasing our cash on hand through sales of inventory would be partially offset by reduced availability under our credit facility. As a result, we cannot assure you that we will be able to finance our current expansion plans.

Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets.

Pursuant to our growth strategy, we intend to open stores in new markets. We anticipate that the initial stores opened in a new market will not typically achieve operating results comparable to our existing stores until approximately their third year of operations, due in large part to factors that generally affect store performance in new markets. These factors include less familiarity with local customer preferences, difficulties in attracting customers due to a reduced level of customer familiarity with our brand, difficulties in hiring a sufficient number of qualified store associates and other matters. In addition, entry into new markets may bring us into competition with new, unfamiliar competitors. We cannot assure you that we will be successful in operating our stores in new markets on a profitable basis.

Our expansion strategy includes further penetration of our existing markets, which could cause sales at our existing stores to decline.

Pursuant to our expansion strategy, we intend to open additional stores in our existing markets. Because our stores typically draw customers from their local areas, a new store may draw customers away from nearby existing stores and may cause sales performance and customer counts at those existing stores to decline, which may adversely affect our overall operating results.

An inability to find suitable new store sites or delays in new store openings could materially affect our financial performance.

In order to meet our growth objectives, we will need to secure an adequate number of suitable new store sites. We require that all proposed store sites satisfy strict criteria regarding cost and location established by us. We cannot assure you that we will be able to find a sufficient number of suitable new sites for any planned expansion in any future period.

Our expected financial performance is based on our new stores opening on expected dates. It is possible that events such as problems with our credit, delays in the entitlements process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injunctions could delay planned new store openings beyond their expected dates or force us to abandon planned openings altogether. Any failure on our part to recognize or respond to these issues may adversely affect our sales growth, which in turn may adversely affect our future operating results.

If we lose key management or are unable to attract and retain the talent required for our business, our operating results and financial condition could suffer.

Our performance depends largely on the efforts and abilities of our senior management, including our Chief Executive Officer and President, Mark Baker; our Executive Vice President and Chief Financial Officer, Dennis Lindahl; our Executive Vice President, Merchandising and Marketing, Allen Dittrich; and our Senior Vice President, Finance and Administration, Sharon Link. None of our

employees, except Messrs. Baker, Lindahl and Dittrich and Ms. Link, has an employment agreement with us and we do not have key person insurance covering any of our employees. If we lose the services of one or more of our key executives, we may not be able to successfully manage our business or achieve our growth objectives. As our business grows, we will need to attract and retain additional qualified personnel in a timely manner.

We rely on a single distribution center, and if there is a natural disaster or other serious disruption at the facility, we may be unable to deliver merchandise effectively to our stores.

We rely on a single distribution center in Lebanon, Indiana. Any natural disaster or other serious disruption at this facility due to fire, tornado, flood or any other cause could damage a portion of our inventory or impair our ability to use our distribution center as a docking location for merchandise. Either of these occurrences could impair our ability to adequately stock our stores and harm our operating results.

Our planned growth may strain our business infrastructure, which could adversely affect our operations and financial condition.

We expect to grow at a rapid pace. As we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth. We cannot assure you that we will be able to retain the personnel or make the changes in our systems that may be required to support our growth. Failure to secure these resources and implement these systems could have a material adverse effect on our operating results. In addition, the retention of additional personnel and the implementation of changes and enhancements to our systems will require capital expenditures and other increased costs that could also have a material adverse impact on our operating results.

Our expansion in new and existing markets may also create new distribution and merchandising challenges, including strain on our distribution center, an increase in information to be processed by our management information systems and diversion of management attention from operations towards the opening of new stores and markets. Based on our current growth strategy we will need to increase our distribution capabilities within the next few years, which could disrupt our business operations. To the extent that we are not able to meet these additional challenges, our sales could decrease and our operating expenses could increase.

We have a history of significant losses and have only recently achieved profitability. If we do not remain profitable, our financial condition and the trading price of our common stock could suffer.

We incurred annual net losses from the formation of our company until fiscal 2003. We had negative cash flow from operations for fiscal 2003 and as of January 31, 2004, we had an accumulated deficit of $21.4 million. We expect to increase our expenses significantly to expand our store base. We may not generate sufficient revenue to offset these expenditures and our losses might be greater than the losses we would incur if we developed our business more slowly. As a result, we may incur significant operating losses and may be unable to maintain our recent profitability. If our revenue grows more slowly than we anticipate, or if our cost of goods sold or operating expenses exceed our expectations, our operating results would be harmed and the trading price of our common stock could suffer.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including general managers, assistant managers, customer service representatives and store associates, who understand and appreciate our "We Live Outdoors" culture and are able to

adequately represent this culture to our customers. Qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in some areas, and the turnover rate in the retail industry is high. If we are unable to hire and retain sales associates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm for our culture and knowledge of our merchandise, our business could be materially adversely affected. Although none of our employees is currently covered by collective bargaining agreements, we cannot guarantee that our employees will not elect to be represented by labor unions in the future, which could increase our labor costs. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. An inability to recruit and retain a sufficient number of qualified individuals in the future may delay the planned openings of new stores. Any such delays, any material increases in employee turnover rates at existing stores or any increases in labor costs could have a material adverse effect on our business, financial condition or operating results.

If we fail to anticipate changes in consumer demands, including regional preferences, in a timely manner, our operating results could suffer.

Our products appeal to consumers who regularly hunt, fish and camp. The preferences of these consumers cannot be predicted with certainty and are subject to change. In addition, due to different types of fish and game stocks and different weather conditions found in different markets, it is critical that our stores stock appropriate products for their markets. Our success depends on our ability to identify product trends in a variety of markets as well as to anticipate, gauge and react to changing consumer demands in these markets in a timely manner. If we misjudge the market for our products, our sales may decline significantly and we may face significant excess inventory of some products and missed opportunities for other products, which could harm our operating results.

Our agreement with Cabela's could limit our ability to respond to competition or changing market conditions and also give rise to litigation.

We have an agreement with Cabela's that may require us to grant an exclusive license to certain of our trademarks that were in existence in 1996 to Cabela's for its use in what the agreement defines as the "direct marketing business" if we engage in active steps to enter the "direct marketing business" ourselves. We have developed various trademarks since 1996, but we continue to use some significant 1996 trademarks in our business. The terms of this agreement could have the effect of limiting our ability to respond to competition or changing market conditions. If and when we take active steps to reenter the direct marketing business, substantial questions regarding the scope of the rights and obligations of the parties to the agreement with respect to our 1996 trademarks, as well as the threshold question of the agreement's enforceability, will need to be addressed. It is currently difficult to evaluate and predict with certainty the future impact of the Cabela's agreement on the way we may operate our business. Moreover, any dispute with Cabela's regarding the enforceability and interpretation of this agreement could be costly and disruptive. This agreement is described in more detail under "Business — Competition."

Our computer hardware and software systems are vulnerable to damage that could harm our business.

Our success, in particular our ability to successfully manage inventory levels, largely depends upon the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at the store level, communicate customer information and aggregate daily sales, margin and promotional information. These systems are vulnerable to damage or interruption from:

Any failure that causes an interruption in our inventory tracking could disrupt our operations and result in reduced sales.

We have centralized the majority of our computer systems in our corporate office. It is possible that an event or disaster at our corporate office could materially and adversely affect the performance of our company and the ability of each of our stores to operate efficiently.

If any of our key vendors fails to supply us with merchandise, we may not be able to meet the demands of our customers and our sales could decline.

Our ten largest vendors collectively represented approximately 21% of our total purchases in fiscal 2003, with no single vendor representing greater than 4% of our total purchases. Our vendors could discontinue selling products to us at any time. The loss of any key vendor or key vendor support for any reason could limit our ability to offer products that our customers want to purchase. In addition, we believe many of our vendors obtain their products from China, Taiwan, Korea, Mexico and other foreign countries. A vendor could discontinue selling to us products manufactured in foreign countries at any time for reasons that may or may not be in our control or the vendor's control, including foreign government regulations, political unrest, war, disruption or delays in shipments, changes in local economic conditions and trade issues. Our operating results could suffer if we are unable to promptly replace a vendor who is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products.

We may pursue strategic acquisitions, which could have an adverse impact on our business.

While we are not currently considering any acquisitions, we have considered acquisitions in the past and we may from time to time acquire complementary companies or businesses. Acquisitions may result in difficulties in assimilating acquired companies, and may result in the diversion of our capital and our management's attention from other business issues and opportunities. We may not be able to successfully integrate companies that we acquire, including their personnel, financial systems, distribution, operations and general store operating procedures. If we fail to successfully integrate acquired companies, our business could suffer. In addition, the integration of any acquired business, and its financial results, into ours may adversely affect our operating results.

A downturn in the economy may affect consumer purchases of discretionary items, which could harm our operating results.

In general, our sales represent discretionary spending by our customers. Discretionary spending is affected by many factors, including, among others:

Our customers' purchases of discretionary items, including our products, could decline during periods when disposable income is lower or periods of actual or perceived unfavorable economic conditions. If this occurs, our operating results could suffer.

Competition in the outdoor products industry could limit our growth and harm our operating results.

The retail market for outdoor products is highly fragmented and competitive. Our current and prospective competitors include many large companies that have substantially greater market presence, name recognition, and financial, marketing and other resources than we do. We compete directly or indirectly with the following categories of companies:

Pressure from our competitors could require us to reduce our prices or increase our spending for advertising and promotion, which, due to our "every day low price" strategy, would erode our margins. Increased competition in markets in which we have stores or the adoption by competitors of innovative store formats, aggressive pricing strategies and retail sale methods, such as the Internet, could cause us to lose market share and could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to product liability claims relating to our sale of outdoor equipment and firearms, and our insurance may not be sufficient to cover damages related to those claims.

We may incur damages due to lawsuits relating to outdoor equipment that we sell. For example, we sell tree stands, which are equipment that hunters attach to trees to allow them to sit above the ground while hunting, and have been sued in the past and may incur damages in the future due to lawsuits relating to injuries or deaths associated with the tree stands sold by us. In addition, we sell rifles, shotguns and handguns, along with archery equipment, which are products that are associated with an increased risk of injury and death. We may incur damages due to lawsuits relating to the improper use of firearms sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from firearm manufacturers and retailers relating to the misuse of firearms. We may also be subject to lawsuits relating to our performance of background checks on firearms purchasers as mandated by state and federal law. Lawsuits relating to the products we sell could result in substantial liability and cause us to reduce our sales of firearms, which would adversely affect our business and financial condition. There is a risk that claims or liabilities relating to products we sell will

exceed our insurance coverage and we may be unable to retain adequate liability insurance in the future. In addition, the commencement of lawsuits against us relating to our sale of outdoor equipment or firearms could cause us to reduce our sales of those products.

Increased regulation of the sale of firearms could cause us to reduce our firearm sales, which could harm our operating results

Increased federal, state or local regulation, including taxation, of the sale of firearms in our current markets or in future markets in which we may operate could cause us to reduce our firearm sales. Sales of firearms represented approximately 12% of our sales in fiscal 2003, and a substantial reduction in our sales of firearms due to the establishment of new regulations could harm our operating results.

Some of the products and services we sell are highly regulated, which could lead to high compliance costs.

We are subject to regulation by the Bureau of Alcohol, Tobacco, Firearms and Explosives, the Consumer Product Safety Commission, the Occupational Safety and Health Administration and similar state regulatory agencies. If we fail to comply with government and industry safety standards, we may be subject to claims, lawsuits, fines and adverse publicity that could have a material adverse effect on our business, results of operations and financial condition. In addition, regulations issued by the Bureau of Alcohol, Tobacco, Firearms and Explosives may delay our ability to change certain of our officers and prohibit some individuals from serving in certain of our offices. See "Business — Government Regulation" for more information regarding government regulation of us.

We can issue shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders.

Our articles of incorporation permit us to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of our preferred stock and to issue such stock without approval from our shareholders. The rights of holders of our common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

Certain provisions of Minnesota law may make a takeover of our company more difficult, depriving shareholders of opportunities to sell shares at above-market prices.

Certain provisions of Minnesota law may have the effect of discouraging attempts to acquire us without the approval of our board of directors. Section 302A.671 of the Minnesota statutes, with certain exceptions, requires approval of any acquisition of the beneficial ownership of 20% or more of our voting stock then outstanding by a majority vote of our shareholders prior to its consummation. In general, shares acquired in the absence of such approval are denied voting rights and are redeemable by us at their then-fair market value within 30 days after the acquiring person failed to give a timely information statement to us or the date the shareholders voted not to grant voting rights to the acquiring person's shares. Section 302A.673 of the Minnesota statutes generally prohibits any business combination by us, or any of our subsidiaries, with an interested shareholder, which includes any shareholder that purchases 10% or more of our voting shares within four years following such interested shareholder's share acquisition date, unless the business combination is approved by a committee of all of the disinterested members of our board of directors before the interested shareholder's share acquisition date. Consequently, our common shareholders may lose opportunities to sell their stock for a price in excess of the prevailing market price due to these protective measures.

See "Description of Capital Stock — State Law Provisions with Potential Anti-Takeover Effect" for more information regarding these provisions of Minnesota law.

Our management team has historically operated our business as a privately held company. We expect that the obligations of being a public company, including substantial public reporting and investor relations obligations, will require significant additional expenditures, particularly in light of recently enacted changes in laws and regulations and Nasdaq National Market listing requirements, will place additional demands on our management and may require the hiring of additional personnel. These obligations and related expenses will increase our operating expenses and could divert our management's attention from our operations.

We cannot assure you that a market will develop for our common stock or what the market price of our common stock will be.

The initial public offering price for our common stock will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which it will trade after this offering. Before this offering, there was no public trading market for our common stock, and we cannot assure you that one will develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at an attractive price or at all. We cannot predict the prices at which our common stock will trade.

The trading price of our common stock following this offering may fluctuate substantially. The price of our common stock after this offering may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose part or all of your investment in our shares of common stock. The factors that could cause fluctuations include, but are not limited to, the following:

If you purchase shares of common stock sold in this offering, you will experience immediate dilution.

If you purchase shares of our common stock in this offering, you will experience significant immediate dilution, which would have been $4.28 per share as of January 31, 2004 based on an assumed initial public offering price of $15.00 per share, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. This dilution is due in large part to the fact that we incurred net losses during our formative years. You will experience additional dilution upon the exercise of stock options, including those stock options currently outstanding and those granted in the future, and any issuance of restricted stock or other equity awards under our omnibus stock plan.

We do not anticipate paying cash dividends on our shares of common stock in the foreseeable future.

We have never declared or paid any cash dividends on our shares of common stock. We intend to retain any future earnings to fund the operation and expansion of our business and, therefore, we do not anticipate paying cash dividends on our shares of common stock in the foreseeable future. In addition, our credit facility restricts, among other things, our ability to pay cash dividends or other non-stock distributions on any shares of our capital stock.

This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled "Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

In some cases, you can identify forward-looking statements by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would," and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

The net proceeds from the sale of the 5,000,000 shares of common stock offered by us are estimated to be approximately $68.4 million, after deducting the underwriting discount and estimated offering expenses and assuming an initial public offering price of $15.00, or approximately $78.8 million if the underwriters' over-allotment option is exercised in full.

We intend to use $9.8 million of the net proceeds of this offering to repay all of our outstanding debt to Holiday Companies, and the remainder to repay approximately $58.5 million of outstanding indebtedness under our credit facility with Fleet Retail Finance. Our indebtedness to Holiday Companies is covered by two promissory notes. One note, with an outstanding principal amount of $7.6 million, bears interest at 2.25% over the prime rate and matures based upon events specified in our credit facility. The other note, with an outstanding principal amount of $2.2 million, bears interest at 2.00% over the prime rate, and is due in monthly installments through January 2013. During the fiscal year ended January 31, 2004, the daily weighted average interest rate under the $7.6 million promissory note was 6.3% and the daily weighted average interest rate under the $2.2 million promissory note was 6.1%. Our credit facility with Fleet Retail Finance expires June 30, 2007 and bears interest at the prime rate plus 0% to 1% depending on our EBITDA, as defined in the credit agreement. We have the right to elect an alternate interest rate equal to the adjusted LIBOR rate for one, two, three or six months plus 1.75% to 2.50% depending on such EBITDA. During the fiscal year ended January 31, 2004, our daily weighted average interest rate under this credit facility was 3.8%. Reducing outstanding debt under our credit facility will increase our borrowing capacity under this facility. We intend to use additional borrowings under our credit facility to open new stores and for general working capital. Our management will have significant flexibility and discretion in using these borrowings.

We have never declared or paid any cash dividends on our shares of common stock. We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on our shares of common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, outstanding indebtedness and other factors deemed relevant by our board of directors. In addition, our credit facility restricts our ability to pay cash dividends or other non-stock distributions on any shares of our capital stock.

All accumulated and unpaid dividends on our preferred stock will be extinguished without being paid upon this offering.

You should read the information below in conjunction with the financial statements and their notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

Our net tangible book value as of January 31, 2004 was approximately $67,169,000. Our pro forma net tangible book value per share of common stock was $8.79 as of January 31, 2004. Pro forma net tangible book value per share represents total tangible assets reduced by our total liabilities and divided by the pro forma number of shares of common stock outstanding, giving effect to the 32-for-1 stock split that was completed on March 18, 2004 and the conversion of all outstanding preferred stock and common stock into a single class of common stock. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering.

After giving effect to our sale of 5,000,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share and after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of January 31, 2004 would have been approximately $135,519,000, or $10.72 per share. This represents an immediate increase in pro forma net tangible book value of $1.93 per share to existing shareholders and immediate dilution of $4.28 per share to you.

The following table sets forth on a pro forma basis as of January 31, 2004, the total number of shares of common stock purchased from us, the total consideration paid for these shares and the average price per share paid by our existing shareholders and by new investors, before deducting underwriting discounts and commissions and estimated offering expenses payable by us at an assumed initial public offering price of $15.00 per share.

This table assumes that no options were exercised after January 31, 2004. As of January 31, 2004, there were outstanding options to purchase a total of 1,061,837 shares of common stock at a weighted average exercise price of approximately $7.68 per share. Following January 31, 2004, we issued options to purchase a total of 109,728 shares of common stock at an exercise price equal to the price per share of our common stock sold in this offering, unless this offering is not completed prior to July 31, 2004, in which case the exercise price will be $11.45 per share. To the extent that any of these options with an exercise price per share that is less than the initial public offering price are exercised, there will be further dilution to new investors.

You should read the selected financial data presented below in conjunction with the financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The selected financial data presented below under the heading "Statement of Operations Data" for the years ended February 2, 2002, February 1, 2003 and January 31, 2004 and the selected financial data presented below under the heading "Balance Sheet Data" as of February 1, 2003 and January 31, 2004 have been derived from our audited financial statements included elsewhere in this prospectus. The selected financial data presented below under the heading "Statement of Operations Data" for the year ended January 27, 2001 and the selected financial data presented below under the heading "Balance Sheet Data" as of January 27, 2001 and February 2, 2002 have been derived from our audited financial statements that are not included in this prospectus. The selected financial data presented below under the headings "Statement of Operations Data" and "Balance Sheet Data" for the year ended and as of January 1, 2000 and for the 28 days ended and as of January 29, 2000 are unaudited, have been derived from our internal records of our operations and have been prepared on the same basis as our annual financial statements. In the opinion of management, the unaudited selected financial data presented below under the headings "Statement of Operations Data" and "Balance Sheet Data" reflect all adjustments, which include only normal and recurring adjustments, necessary to present fairly our results of operations for and as of the periods presented. The unaudited selected financial data presented below under the heading "Operating Data," for all periods other than the year ended January 1, 2000 and the 28 days ended January 29, 2000 have been derived from our internal records of our operations, except with respect to gross profit as a percentage of sales which is derived from our audited or unaudited financial statements included elsewhere in this prospectus. The operating data for the year ended January 1, 2000 and the 28 days ended January 29, 2000 have been derived from our internal records of our operations. Historical results are not necessarily indicative of the results of operations to be expected for future periods. See Note 2 of "Notes to Financial Statements" for a description of the method used to compute basic and diluted net earnings (loss) per share.

	Fiscal Year Ended(1)		28 Days Ended(1)		Fiscal Year Ended(1)
	January 1, 2000		January 29, 2000		January 27, 2001		February 2, 2002		February 1, 2003		January 31, 2004
	(dollars in thousands, except per square foot data)
Operating Data
Comparable store sales increase (decrease)(2)		2.7	%		3.1	%		0.1	%		(4.6	)%		2.9	%		11.5	%
Number of stores at end of period		31			31			39			55			57			65
Total square feet at end of period		1,006,082			1,006,082			1,230,210			1,717,529			1,779,689			2,533,223
Sales per square foot(3)	$	213		$	10		$	220		$	211		$	203		$	227
Gross profit as a percentage of sales		24.4	%		16.4	%		25.2	%		22.7	%		23.9	%		24.2	%
Operating margin(4)		(0.7	)%		(18.0	)%		0.0	%		(1.9	)%		(0.7	)%		1.3	%
EBITDA(5)	$	2,059		$	(1,537	)	$	3,997		$	(251	)	$	3,812		$	13,737

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Gander Mountain brand name has a long heritage and strong appeal to outdoor lifestyle customers given the brand's 36 year history as a nationwide catalog operation from 1960 to 1996, which by 1996 was augmented with 17 retail stores. In 1996 and 1997 Holiday Companies, which at the time owned and operated a group of retail sporting goods stores, acquired these Gander Mountain retail stores, formed our company and began to build a new outdoor lifestyle business. We have expanded our store base from 26 stores in 1997 to our current 66 Gander Mountain stores in nine states.

We have built our business by offering our customers a broad and deep assortment of national, regional and owned brand hunting, fishing and camping equipment, accessories and related technical apparel and footwear at a low price, accompanied by knowledgeable customer service. Our success will depend on our ability to grow our business by building new stores and by increasing sales in our existing stores.

We measure performance using such key operating statistics as comparable store sales, sales per square foot, gross margin percentage and store operating expenses, with a focus on labor, as a percentage of sales. These results translate into store operating contribution which we use to evaluate overall performance on an individual store basis. Store operating contribution is calculated by deducting a store's operating expenses from its gross margin. In addition, general and administrative expenses are monitored in absolute amount, as well as on a percentage of sales basis. Pre-opening expenses are analyzed based on the number of store openings, market attributes and store size.

We also measure and evaluate investments in our retail locations, including inventory and property and equipment. Inventory performance is primarily measured by inventory turns, or the number of times store inventory turns over in a given period, and amounts of owned inventory at various times based on payment terms from our vendors. The most significant investments in property and equipment are made at the time a store is opened by us.

Overall, we expect our retail locations to equal or exceed national retail averages for comparable store sales changes and, accordingly, we expect our sales per square foot to increase gradually over time.

We believe that the overall growth of our business will allow us to generally maintain or increase our gross margins. Increased merchandise volumes enable us to improve our purchasing leverage and achieve greater support throughout the supply chain. Our gross margins are also influenced by the mix of merchandise in our total sales. As we continue sales and store growth, a number of other factors may impact, positively or negatively, our gross margin percentage, including:

The most significant store operating expenses are labor and related employee benefits and advertising. We believe the combination of increased sales volume and improved labor management within our stores will allow us to better leverage payroll expenses over time. Our employee benefits include health insurance, the cost of which continues to increase faster than the general rate of inflation. We continually monitor this cost and review strategies to effectively control increases but we are subject to the overall trend of increases in health care costs. Advertising costs are monitored as a percentage of sales. These costs are largely variable which allows us to effectively monitor, direct and control them to facilitate achieving our sales, gross margin percentage and store operating contribution objectives.

Store operating contribution is measured as a percentage of sales. It gives us an overall measure as to whether or not individual locations and markets are meeting our financial objectives. In fiscal 2003, 63 of our 65 stores had positive store operating contribution.

General and administrative expenses are controlled in absolute amounts and monitored as a percentage of sales. In anticipation of our accelerated growth plans, we have made significant investments in infrastructure, including our information systems, distribution capabilities and management ranks. These investments included an enterprise-wide merchandising and distribution system from Retek and a financial system from Oracle implemented in fiscal 2000. Our current infrastructure facilitates the opening of stores at a greater rate, which we believe enables us to leverage our expenses. Accordingly, we expect such expenses to decrease as a percentage of sales over time.

Pre-opening expenses will continue to be related to store openings, including relocations. These expenses will fluctuate as we open additional stores.

Inventory turns are based on sales and average inventory for the applicable period. We recognize that our inventory turns may be lower than those of other retailers, which we believe is due to the categories of merchandise we carry, including firearms, and the large quantities of merchandise we use in our in-store displays. We believe we have the opportunity to enhance our supply chain to improve our inventory turns. Additionally, in merchandise categories that experience slower inventory turns, we continue to work with vendors to increase our trade credit terms to reduce our investment in owned inventory. We cannot assure you that we will be able to improve our inventory turns or inventory investment.

Identification of appropriate new store sites is essential to our growth strategy. We believe our focus on our larger store size and our flexible real estate strategy provide us with increased opportunities to find optimal real estate locations on attractive terms. During fiscal 2001, fiscal 2002 and fiscal 2003, we opened seventeen, two and ten stores, respectively, including new stores and store relocations. We evaluate and invest in new stores based on site specific projected returns on investment.

The following table presents for the periods indicated selected items in the consolidated statements of income as a percentage of our sales:

		Fiscal Year Ended(1)
		February 2, 2002		February 1, 2003		January 31, 2004
Statement of Operations Data
Sales		100.0	%	100.0	%	100.0	%
Cost of goods sold		77.3	%	76.1	%	75.8	%

Gross profit		22.7	%	23.9	%	24.2	%

Operating expenses:
	Store operating expenses		18.0	%	18.6	%	17.4	%
	General and administrative expenses		5.1	%	5.8	%	4.6	%
	Pre-opening expenses		1.4	%	0.2	%	1.0	%

Operating income (loss)		(1.9	)%	(0.7	)%	1.3	%
Interest expense		1.5	%	2.0	%	1.0	%

Income (loss) before income taxes		(3.4	)%	(2.8	)%	0.3	%
Income tax provision (benefit)		(0.7	)%	0.6	%	—	%

Net income (loss)		(2.7	)%	(3.4	)%	0.3	%

Sales consist of sales from comparable stores, new stores and non-comparable stores. A store is included in the comparable store base in its fourteenth full month of operations. A relocated store returns to the comparable store base in its fourteenth full month after relocation. New store sales include sales from stores we opened during the current period. Non-comparable store sales include sales in the current period from our stores opened during the previous fiscal year before they have begun their fourteenth month of operation.

Cost of goods sold includes the cost of merchandise, freight, distribution, inventory shrinkage and store occupancy costs. Store occupancy costs include rent, real estate taxes and common area maintenance charges.

Store operating expenses include store associate payroll, taxes and fringe benefits, advertising, maintenance, utilities, depreciation, insurance, bank and credit card charges and other store level expenses.

General and administrative expenses include all expenses associated with operating our corporate headquarters.

Pre-opening expenses consist primarily of payroll, recruiting, advertising and other costs incurred prior to a new store opening.

Fiscal Year Ended January 31, 2004 (52 weeks) compared to Fiscal Year ended February 1, 2003 (52 Weeks)

Sales. Sales increased by $132.0 million, or 36.9%, to $489.4 million in fiscal 2003 from $357.4 million in fiscal 2002. The increase in sales resulted from a comparable store sales increase of

$39.9 million, or 11.5%, and sales of $91.7 million from ten additional stores, including eight new stores and two relocated stores, opened during fiscal 2003. In addition to the operating initiatives discussed above, the increase in comparable store sales was attributable to sales increases in our hunting category led by consistently strong performance in our firearms department. Firearms sales performance was enhanced by the launch of our co-branded credit card in September 2003, which provided customers with a 5% to 10% discount and a new financing option for these higher priced items. These increases were partially offset by lower sales in the apparel and footwear categories due to unseasonably cool and wet weather in the first quarter of fiscal 2002 and flat sales of fishing rods and reels that were consistent with recent industry trends.

Gross Profit. Gross profit increased by $33.2 million, or 38.9%, to $118.7 million in fiscal 2003 from $85.4 million in fiscal 2002. As a percentage of sales, gross profit increased to 24.2% from 23.9%. The increase was due primarily to enhanced vendor programs including specific items purchased at a discount for new store openings and a 0.6% reduction in occupancy costs as a percentage of sales as occupancy costs are substantially fixed in nature and the percentage decreases as sales increase. An additional 0.3% improvement in gross margin as a percentage of sales was the result of net revenue earned from our co-branded credit card program. These improvements were partially offset by reduced sales in the higher margin apparel and footwear categories as a percentage of sales and increased sales in the lower margin firearms category as a percentage of sales.

Store Operating Expenses. Store operating expenses increased by $18.9 million, or 28.4%, to $85.4 million in fiscal 2003 from $66.5 million in fiscal 2002. Store operating expenses as a percentage of sales decreased to 17.4% in fiscal 2003 from 18.6% in 2002. The decrease was primarily due to reduced payroll expenses and net advertising expenses as a percentage of sales, both as a result of our comparable store sales increases. The decrease in payroll expenses as a percentage of sales was also due to improved labor scheduling (approximately 0.2% of sales) and a one time adjustment related to a change in our vacation policy (0.2% of sales). These improvements were partially offset by increased employee bonus program expenses (0.3% of sales) in recognition of our comparable store sales increases.

General and Administrative Expenses. General and administrative expenses increased by $1.4 million, or 6.7%, to $22.3 million in fiscal 2003 from $20.9 million in fiscal 2002. General and administrative expenses decreased as a percentage of sales to 4.6% in fiscal 2003 from 5.8% in fiscal 2002 primarily due to sales growth outpacing increases in corporate infrastructure expenses. General and administrative expenses as a percentage of sales decreased in all corporate department categories, most significantly in information systems as a result of a department realignment in fiscal 2002. A change in our vacation policy reduced general and administrative expenses as a percentage of sales by 0.1%.

Pre-opening Expenses. Pre-opening expenses increased by $4.1 million to $4.7 million in fiscal 2003 from $0.6 million in fiscal 2002. The increase in pre-opening expenses was due to the opening of eight new stores and two relocated stores, including eight larger format stores, during fiscal 2003 compared to the opening of two new smaller format stores during fiscal 2002.

Interest Expense. Interest expense decreased by $2.5 million, or 34.2%, to $4.8 million in fiscal 2003 from $7.3 million in fiscal 2002. The decrease in interest expense resulted from Holiday Companies' conversion of a note payable into shares of our preferred stock in February 2003 and lower borrowing rates under our credit facility. The reduction in interest expense was partially offset by higher average borrowings under our credit facility in fiscal 2003.

Income Tax Provision (Benefit). We recorded no income tax provision in fiscal 2003 compared to an income tax provision of $2.3 million in fiscal 2002. We have determined that the realization of the

tax benefit related to our net deferred tax asset is uncertain and a valuation allowance was recorded for the entire balance of our net deferred tax asset in fiscal 2003 and fiscal 2002.

Net Income. As a result of the above factors, net income was $1.5 million in fiscal 2003 compared to a net loss of $12.2 million in fiscal 2002.

Fiscal Year Ended February 1, 2003 (52 Weeks) Compared to Fiscal Year Ended February 2, 2002 (53 Weeks)

Sales. Sales increased by $42.9 million, or 13.6%, to $357.4 million in fiscal 2002 from $314.5 million in fiscal 2001. The increase in sales resulted primarily from the full year impact of the 17 new stores opened in fiscal 2001. Sales from two new stores opened during fiscal 2002 and an increase in 52 week comparable store sales of $8.5 million, or 2.9%, also contributed to this increase. The overall increase in comparable store sales in fiscal 2002 was attributable to a fourth quarter increase in comparable store sales of $12.5 million, or 12.0%, primarily due to improved merchandise in-stock positions and improved communication of our value proposition to our store associates and customers.

Gross Profit. Gross profit increased by $14.0 million, or 19.6%, to $85.4 million in fiscal 2002 from $71.4 million in fiscal 2001. Gross profit as a percentage of sales increased to 23.9% for fiscal 2002 from 22.7% for fiscal 2001. The increase was due primarily to improvements in utilizing our merchandising and distribution systems implemented in December 2000, including better inventory visibility by store management and better utilization of the merchandising system's store inventory allocation capabilities. The margin improvement in fiscal 2002 was partially offset by increased occupancy costs as a percentage of sales due to the number of new store openings during the second half of fiscal 2001 when sales volume is highest.

Store Operating Expenses. Store operating expenses increased by $9.9 million, or 17.5%, to $66.5 million in fiscal 2002 from $56.6 million in fiscal 2001. Store operating expenses as a percentage of sales increased to 18.6% in fiscal 2002 from 18.0% in 2001. The increase was primarily due to increased payroll related expenses, including increased health insurance costs (0.3% of sales) and increased wages (0.2% of sales) which increased as a percentage of sales due to the negative comparable store sales experienced through the third quarter of fiscal 2002.

General and Administrative Expenses. General and administrative expenses increased by $4.7 million, or 29.0%, to $20.9 million in fiscal 2002 from $16.2 million in fiscal 2001. General and administrative expenses as a percentage of sales increased to 5.8% in 2002 from 5.1% in fiscal 2001. The increase was primarily due to a reduction in our estimate of our unredeemed gift certificate liability (0.5% of sales) in fiscal 2001 and increased payroll related expenses in fiscal 2002 primarily consisting of increased health insurance costs (0.1% of sales) and separation pay (0.2% of sales) incurred as the result of administrative restructurings and management changes.

Pre-opening Expenses. Pre-opening expenses decreased by $3.9 million, or 86.7%, to $0.6 million in fiscal 2002 from $4.5 million in fiscal 2001 due to the opening of two new stores in fiscal 2002 compared to the opening of 17 new stores in fiscal 2001.

Interest Expense. Interest expense increased by $2.5 million, or 52.1%, to $7.3 million in fiscal 2002 from $4.8 million in fiscal 2001. The increase in interest expense resulted from higher average borrowings under our credit facility in fiscal 2002 and a higher average rate on these borrowings.

Income Tax Provision (Benefit). Income tax provision was $2.3 million in fiscal 2002 compared to an income tax benefit of $2.3 million in fiscal 2001. As a result of our continuing operating losses, we recorded a valuation allowance in fiscal 2002 for the entire balance of the net deferred tax asset created in fiscal 2001.

Net Loss. As a result of the above factors, net loss increased by $3.8 million, or 45.2%, to $12.2 million in fiscal 2002 from $8.4 million in fiscal 2001.

The following table sets forth certain unaudited financial and operating data in each fiscal quarter during fiscal 2002 and fiscal 2003. The unaudited quarterly information reflects all adjustments, which include only normal and recurring adjustments, necessary to present fairly the information shown.

	Fiscal 2002		Fiscal 2003
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(dollars and square feet in thousands)
Sales	$	61,701		$	71,382		$	100,517		$	123,841		$	69,427		$	94,821		$	143,205		$	181,977
Gross profit		10,680			17,076			25,358			32,294			12,123			22,250			36,929			47,358
Operating income (loss)		(8,130	)		(2,646	)		2,916			5,243			(10,431	)		(3,147	)		5,752			14,102
Net income (loss)	$	(9,907	)	$	(4,533	)	$	974		$	1,261		$	(11,247	)	$	(4,388	)	$	4,386		$	12,765
Basic and diluted income (loss) applicable to common shareholders per share	$	(12.76	)	$	(7.24	)	$	(1.58	)	$	(1.29	)	$	(15.80	)	$	(8.75	)	$	0.26		$	8.87
Stores open at quarter end		56			56			57			57			59			62			64			65
Comparable store sales increase (decrease)		1.9	%		(1.9	)%		(4.3	)%		12.0	%		3.8	%		15.5	%		12.5	%		12.2	%
Total square feet at end of period		1,749			1,749			1,780			1,780			1,921			2,166			2,485			2,533

Our quarterly operating results may fluctuate significantly because of several factors, including the timing of new store openings and related expenses, profitability of new stores, weather conditions and general economic conditions. Our business is also subject to seasonal fluctuation, with the highest sales activity normally occurring during the third and fourth quarters of our fiscal year, which are primarily associated with the fall hunting seasons and the holiday season. Our customers' demand for our products and therefore our sales, can be significantly impacted by unseasonable weather conditions that affect outdoor activities and the demand for related apparel and equipment.

In the past, our pre-opening expenses have varied significantly from quarter to quarter primarily due to the timing of store openings. We typically incur most pre-opening expenses for a new store during the two months immediately preceding, and the month of, its opening. In addition, our labor and operating costs for a newly opened store are materially greater during the first one to two months of operation than what can be expected after that time, both in aggregate dollars and as a percentage of sales. Accordingly, the volume and timing of new store openings in any quarter has had and is expected to continue to have a significant impact on quarterly pre-opening costs and store labor and operating expenses. Due to these factors, results for any particular quarter may not be indicative of results to be expected for any other quarter or for a full fiscal year.

Our primary capital requirements are for inventory, capital improvements and pre-opening expenses to support our new store growth plans. Our main sources of liquidity have been equity investments by, and advances from, Holiday Companies and its affiliated entities and borrowings under our credit facility.

The following chart summarizes the principal elements of our cash flow for the past three fiscal years and the number of stores opened during the period.

			Cash Flow Summary
			Fiscal 2001			Fiscal 2002			Fiscal 2003
			(in thousands)
Net cash provided by (used in) operating activities			$	(32,125	)	$	4,625		$	(44,870	)
Net cash used in investing activities				(13,693	)		(6,850	)		(21,502	)
Net cash provided by financing activities:
	Proceeds (repayments) from Holiday Companies' equity investments and advances, net			55,000			(5,000	)		9,840
	Net proceeds (repayments) under credit facility			(9,078	)		7,241			56,911

		Total net cash provided by financing activities	$	45,922		$	2,241		$	66,751

Store openings				17			2			10

Net cash used in operating activities was $44.9 million in fiscal 2003, compared to $4.6 million of net cash provided by operating activities in fiscal 2002 and $32.1 million in net cash used in operating activities in fiscal 2001. The increase in net cash used in operating activities in fiscal 2003 compared to the net cash provided by operating activities in fiscal 2002 primarily reflects increased inventory levels to support the additional ten stores opened during the later period, as well as to support enhanced customer service by strengthening our inventory position. The increase to net cash provided by operating activities in fiscal 2002 from net cash used in operating activities in fiscal 2001 primarily reflects our decision not to significantly increase our inventory levels during fiscal 2002 while we were obtaining improved payment terms.

Net cash used in investing activities was $21.5 million in fiscal 2003, $6.9 million in fiscal 2002 and $13.7 million in fiscal 2001. Net cash used in investing activities consists entirely of purchases of property and equipment. We use cash for tenant improvements and equipment to open new and relocated stores and to remodel and upgrade existing stores. Net cash used in investing activities varied in the periods presented based on the number of stores opened during the period. Purchases of property and equipment also includes purchases of information technology systems and expenditures for our distribution facility and our corporate headquarters.

Net cash provided by financing activities was $66.8 million in fiscal 2003 as compared to $2.2 million in fiscal 2002 and $45.9 million in fiscal 2001. The financing activities during these periods were primarily related to financing the increased inventory levels and property and equipment purchases for store openings.

During fiscal 2001, Holiday Companies advanced $55.0 million to us in the form of subordinated debt of which $50.0 million plus accrued interest of approximately $4.6 million was converted into preferred stock in fiscal 2002. The remaining $5.0 million was repaid by us during fiscal 2002. During fiscal 2003, Holiday Companies advanced an additional $10.0 million to us of which $160,000 has been repaid as of January 31, 2004. It is anticipated that the remaining $9.8 million will be repaid with the proceeds of this offering.

To meet our liquidity and capital needs, we entered into a credit facility with Fleet Retail Finance in fiscal 2001. This credit facility currently provides for revolving loans in an aggregate amount of up to $175.0 million including up to $35.0 million in the form of letters of credit. The facility can be increased to $200.0 million if we are not in default under the agreement. The actual availability under our credit facility is limited to the lesser of, on average, 65% of our eligible inventory or 85% of our inventory's liquidation value, in each case net of specified reserves and less any letters of credit

outstanding. Outstanding borrowings on the credit facility, as of February 2, 2002, February 1, 2003 and January 31, 2004 were $37.9 million, $45.1 million and $102.1 million, respectively. Our total remaining borrowing capacity under the credit facility, after subtracting letters of credit, as of February 2, 2002, February 1, 2003 and January 31, 2004 was $13.6 million, $9.5 million and $3.4 million, respectively. Interest on the outstanding indebtedness under the credit facility currently accrues at the lender's prime commercial lending rate plus 0% to 1% depending on our EBITDA, as defined in the credit agreement, or, if we elect, at the one, two, three or six month LIBOR plus 1.75% to 2.5% depending on such EBITDA. Our obligations under the credit facility are secured by interests in substantially all of our assets. The credit facility expires June 30, 2007.

Financial covenants under the credit facility require that operating cash flow and EBITDA, as defined in the credit agreement, meet certain levels as adjusted over time. At January 31, 2004, these covenants required positive operating cash flow of at least $1.0 million and EBITDA, as defined in the credit agreement, of at least $20.0 million for the twelve consecutive fiscal months ending on that date. We satisfied both of these requirements. Our required operating cash flow will increase over time to $3.0 million for the twelve fiscal months ending on January 29, 2005, $5.0 million for the twelve fiscal months ending on January 28, 2006 and $7.0 million for the twelve fiscal months ending on January 27, 2007. Our required EBITDA, as defined in the credit agreement, will increase over the course of fiscal 2004 to $26.0 million for the twelve fiscal months ending on January 29, 2005 and remain constant thereafter. The credit facility also contains other covenants that, among other matters, restrict our ability to incur substantial other indebtedness, create certain liens, engage in certain mergers and acquisitions, sell assets, enter into certain capital leases or make junior payments, including cash dividends. Of the $10.0 million advanced to us by Holiday Companies in fiscal 2003, $7.6 million was advanced in order to ensure our compliance with the EBITDA covenant. At January 31, 2004, we were out of compliance with a non-financial covenant under the credit facility relating to notice of our reincorporation in the State of Minnesota, but we subsequently received waivers curing the noncompliance. As of the date of this prospectus, we were in compliance with all of the facility's covenants.

It is anticipated that after payment of the debt to Holiday Companies referred to above, the remaining net proceeds of this offering will be used to reduce the outstanding amounts under our credit facility.

Our future capital requirements will primarily depend on the number of new stores we open and the timing of those openings within a given fiscal year. These requirements will include costs directly related to opening new stores and may also include costs necessary to ensure that our infrastructure, including distribution capabilities, is able to support a larger store base. We have opened one new store, and plan to open 12 to 14 additional stores, in fiscal 2004, including one to three relocated stores. We believe our current distribution center is able to accommodate our growth through at least fiscal 2004. Although we currently have no specific plans with respect to expanding our distribution capabilities, we do not expect that an expansion to accommodate our planned growth would require material capital expenditures. In fiscal 2004, we expect our capital expenditures to be approximately $30 million to $35 million, substantially all of which will relate to planned store openings in fiscal 2004. Additional needs for capital include funding seasonal inventory levels and, potentially, seasonal losses from operations. We intend to satisfy our capital requirements over the next 12 months with cash flows from operations, funds available under our credit facility and the proceeds of this offering, or, if this offering does not occur, additional financing received from Holiday Companies or another third party.

Our earnings are affected by changes in interest rates due to the impact those changes have on our interest income from cash equivalents and our interest expense on borrowings under our credit facility.

We had approximately $1.0 million of cash and cash equivalents on January 31, 2004. Our floating rate indebtedness was approximately $102.1 million at January 31, 2004 and $45.1 million at February 1, 2003. If short-term floating interest rates increased by 100 basis points during fiscal 2003, our interest expense would have increased by approximately $0.9 million. These amounts are determined by considering the impact of the hypothetical interest rates on our average amount of floating rate indebtedness outstanding and cash equivalents balances for the year period ended January 31, 2004.

We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended January 31, 2004. We cannot assure you that inflation will not have an adverse impact on our operating results and financial condition in future periods.

The following table contains supplemental information regarding our total contractual obligations as of January 31, 2004.

Our purchase obligations reflected in the table above relate primarily to purchases of inventory in the ordinary course of business under binding purchase orders and also include construction and marketing related commitments.

In fiscal 2003, we adopted EITF Issue No. 03-10, Application of Issue 02-16 by Resellers to Sales Incentives Offered to Consumers by Manufactures, which amends EITF 02-16. According to the amended guidance, if certain criteria are met, consideration received by a reseller in the form of reimbursement from a vendor for honoring the vendor's sales incentives offered directly to the consumers (manufacturer's coupons) should not be recorded as a reduction of the cost of the reseller's purchases from the vendor. The adoption of EITF 03-10 did not have any impact on our financial position or results of operations

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. The adoption of SFAS No. 146 has not had, and is not expected to have, a material impact on our financial position or results of operations.

In 2003, we adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 clarifies the classification and measurement of certain financial instruments with characteristics of both liabilities and equity, and is effective for financial instruments entered into or modified after May 31, 2003 or otherwise for the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 had no impact on our financial positions or results of operations.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, which requires the consolidation of and disclosures about variable interest entities, or VIEs. VIEs are entities for which control is achieved through means other than voting rights. FIN 46 has not had, and is not expected to have, a material impact on our financial position or results of operations.

Our financial statements are prepared in accordance with generally accepted accounting principles. In connection with the preparation of the financial statements, we are required to make assumptions, make estimates and apply judgment that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time the consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with generally accepted accounting principles. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 1 of the Notes to our financial statements included elsewhere in this prospectus. We believe that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results.

We maintain inventory at the lower of cost or market. We reduce inventory costs for estimates of vendor allowances, such as rebates and volume allowances. Markdown reserves are established based primarily on forecasted consumer demand, inventory aging and obsolescence. If our estimates regarding consumer demand are inaccurate or other changes impact demand for certain products in an unforeseen manner, we may be exposed to losses in excess of our established reserves that could be material.

We also establish inventory loss reserves. Independent physical inventory counts are taken annually to ensure the amounts reflected in our financial statements are properly stated. During the interim period between physical inventory counts, we accrue for anticipated physical inventory losses on a location-by-location basis, based on a number of factors, including historical results. If our estimates regarding inventory losses are inaccurate, we may be exposed to losses in excess of our established reserves that could be material.

We are not aware of any events or changes in demand or price that would indicate to us that our inventory valuation may be too high at this time.

We retain a portion of the risk related to certain general liability, workers' compensation, property loss and employee medical and dental claims. Liabilities associated with these losses are calculated for claims filed, and claims incurred but not yet reported, at our estimate of their ultimate cost, based upon analysis of historical data and actuarial estimates. Our expected loss accruals are based on estimates, and while we believe the amounts accrued are adequate, the ultimate loss may differ from the amounts provided.

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows estimated by us to be generated by these assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Our impairment loss calculation contains uncertainty because management must use judgment to forecast estimated fair values and to determine the useful lives of the assets. If actual results are not consistent with our assumptions and estimates regarding these factors, we may be exposed to losses that could be material. We are not aware of any events or changes in circumstances that would indicate to us that our long-lived assets are over-valued or that would require an impairment consideration at this time.

The calculation of our location closing liability requires us to make assumptions and to apply judgment regarding the timing and duration of future vacancy periods, the amount and timing of future lump sum settlement payments and the amount and timing of potential future sublease income.

When making these assumptions, we consider a number of factors, including historical settlement experience, the owner of the property, the location and condition of the property, the terms of the underlying lease, the specific marketplace demand and general economic conditions. If actual results are not consistent with our assumptions and judgments, we may be exposed to additional charges that could be material. We are not aware of any events or changes in circumstances that would indicate to us that our long-lived assets are over-valued or that would require an impairment consideration at this time.

During fiscal 2002, we replaced Arthur Andersen LLP as our independent auditors and, upon authorization by our board of directors, engaged Ernst & Young LLP as our independent auditors. During the year ended February 2, 2002, and the period from February 2, 2002 through the date of dismissal, Arthur Andersen did not have any disagreement with us on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Arthur Andersen, would have caused it to make reference to the subject matter of the disagreement in connection with its report on our financial statements. The report of Arthur Andersen on our financial statements for fiscal 2001 did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. We did not consult with Ernst & Young on any financial or accounting matters in the period before its appointment. No report of Arthur Andersen is included in this prospectus.

We are a leading specialty retailer offering a broad assortment of competitively priced merchandise that caters to the needs of outdoor lifestyle enthusiasts, with a particular focus on hunting, fishing and camping. Our brand name has a 43 year heritage of strong appeal and relevance to consumers who participate in outdoor sports and recreation activities. Our core strategy and focus is to provide our target customer with a unique retail experience founded upon our "We Live Outdoors" culture and theme. We believe that our stores offer broad and deep assortments of competitively priced national, regional and owned brand outdoor equipment, accessories, apparel and footwear in our markets. We seek to combine this broad product offering with a unique store environment and superior customer service based on our store associates' extensive product knowledge and outdoor-related experience. We have expanded our store base from 26 stores in 1997 to our current base of 66 Gander Mountain outdoor lifestyle stores in nine states — Illinois, Indiana, Iowa, Michigan, Minnesota, New York, Ohio, Pennsylvania and Wisconsin.

We have embarked on a series of strategic and operating initiatives aimed at improving our merchandise offerings, enhancing profitability and accelerating new store openings. We are transforming our market position from a traditional specialty store to a larger format, category-focused store by opening new larger format stores and increasing the selling space within our existing stores. Our new larger format stores, which range from 50,000 to 100,000 square feet, have a warehouse-style shopping environment characterized by concrete floors, open-bar joist ceilings, high-density racking and wide aisles, which reinforces our overall value proposition to our customers and enables us to substantially increase the breadth and depth of our product offerings. We currently have nine larger format stores, the first of which opened in March 2003. We believe that our extensively merchandised larger store format, combined with convenient locations and high quality customer service, differentiates us from our primary competitors and will enable us to become the premier retailer in the outdoor lifestyle sector.

We operate in a large, highly fragmented industry, which we believe is currently underserved at the retail level. According to the National Survey of Fishing, Hunting and Wildlife-Associated Recreation, $108 billion was spent in the United States on outdoor-related activity in 2001, of which $64 billion was spent on equipment. We believe that the current U.S. market for the merchandise which we offer — hunting, fishing and camping equipment, related technical apparel and footwear, and ATVs — is in excess of $30 billion annually.

Founded in Wilmot, Wisconsin in 1960 as a catalog operation, the original owner of the Gander Mountain brand name developed one of the largest outdoor catalogs in the United States with significant name recognition and brand equity within the outdoor lifestyle sector. The core catalog business was augmented with a retail store presence, until the owner sold its Gander Mountain catalog operations in 1996. In 1996 and 1997, Holiday Companies, which at the time owned and operated 10 retail sporting goods stores, acquired the 17 existing Gander Mountain retail stores and began to leverage the historic Gander Mountain brand to build a new outdoor lifestyle business.

In combination with our recent strategic and operating initiatives and expansion of our store base, we have also strengthened our management team, most notably with the hiring of Mark Baker as our Chief Executive Officer in September 2002. Our new management team has been instrumental in helping to develop and execute our strategy to establish Gander Mountain as the premier retailer in the outdoor lifestyle sector.

We believe that the following strengths distinguish us from our competitors and are critical to our continuing success:

The Gander Mountain brand name has a long heritage and strong appeal to outdoor lifestyle customers given the brand's 36 year history as a nationwide catalog operation from 1960 to 1996 and retail store presence since 1987. We believe this strong brand identity is a key competitive advantage that enables us to gain more immediate recognition with customers in new markets and increase our market share in existing markets.

We offer a broad and deep assortment of national, regional and owned brand hunting, fishing and camping equipment, accessories and related technical apparel and footwear. Our new, larger format, warehouse-style stores, which range in size from 50,000 to 100,000 square feet, carry over 35,000 stock-keeping units of merchandise. We believe that our merchandise assortment in our categories of focus is significantly broader and deeper than that offered by our primary competitors, the traditional sporting goods stores and mass merchants. We tailor our merchandise assortment to the demands and seasonal characteristics of the local markets we serve and seek to offer new, on-trend merchandise early in the product cycle. The presentation of our merchandise, combined with the "race-track" layout of our stores, with equipment categories displayed around the outer area and apparel and footwear generally in the center, reinforces the breadth and depth of our product offerings within each product category and our strong value proposition.

Our primary product focus is on outdoor equipment and accessories, which represented approximately 68% of total sales during fiscal 2003, with apparel and footwear representing approximately 27%. We carry a broad selection of national and regional brand name products, which represented in excess of 80% of our total sales during fiscal 2003. We carry virtually all of the major national brands in each category, such as:

In addition to offering these key national brands, as well as regional brands, we are continuing to develop our owned brand apparel and equipment, primarily under the Gander Mountain Guide Series name, in product categories where we believe we can offer our customers a compelling value proposition.

A key element of our competitive positioning is providing our customers with a unique shopping experience based on a superior level of customer assistance, outdoor product expertise and value-added technical services provided by store associates who embody our "We Live Outdoors" culture. We staff our stores with associates who are enthusiastic, energetic and knowledgeable about our products, actively involved in outdoor activities and capable of combining first-hand experience with professional advice for our customers. We give our store associates significant autonomy to take actions necessary to maintain service leadership. Our distinctive brand positioning and high visibility in the outdoor lifestyle

marketplace enables us to attract and retain the highest quality store associates. We regularly receive nearly 1,000 employment applications 30 to 90 days prior to new store openings and experience a very high retention rate, with annual voluntary turnover of approximately 17% for our full-time salaried associates during fiscal 2003. We believe this turnover rate is better than many retailers.

A critical element of our store concept that further differentiates us from our competitors and enhances our appeal to outdoor enthusiasts is that we provide a number of important in-store technical support services, not typically found at traditional sporting goods or mass merchant outlets. These include at nearly all of our stores, full-service gunsmith services, archery technicians, fishing reel line winding and hunting and fishing license sales. We also provide ATV repair services at all of our stores that sell ATVs.

We believe our price leadership and "every day low price" policy are essential to promoting our value proposition and attracting customers. We support our "every day low price" policy by matching our local competitors' prices and through our "Double the Difference" program. Under this program, if a customer purchases a product from a Gander Mountain store and a local competitor sells or advertises a lower price on the same product, we reimburse 200% of the price difference up to $50.00. This program instills price confidence in all our store managers and associates, and validates our value proposition to our customers.

Over the past few years, we have strengthened our management team by adding a number of key executives and store-level personnel with broad retail operating experience. The four members of our current senior management team have 74 years of combined experience in the retail industry. Mark Baker, our Chief Executive Officer since September 2002, has an extensive retail background, including a successful tenure with The Home Depot from 1996 to 2001, during which he held various executive positions including Executive Vice President and Chief Operating Officer of U.S. Operations. Dennis Lindahl, who joined us as our Chief Financial Officer in July 2003, was Vice President and Chief Financial Officer of Holiday Companies, including its substantial retail operations, from 1997 through 2003 and held various other positions with Holiday Companies from 1986 to 1997. Allen Dittrich, our Executive Vice President, Merchandising and Marketing since 1998, had a successful 21 year career with Target Corporation, serving most recently as a Senior Vice President in the merchandising area. Sharon Link, our Senior Vice President, Finance and Administration since October 2003, spent the preceding five years with Golf Galaxy, Inc. as its Chief Financial Officer and Chief Administrative Officer and served as Chief Financial Officer of Pet Food Warehouse from 1993 through 1997.

We believe that our unique retail concept has broad appeal and that there are significant opportunities to continue profitable new store expansion to gain a substantial share within the large, highly fragmented and underserved outdoor lifestyle market. We believe that strong store economics for our larger format stores and our successful track record of opening new stores provide us with a solid foundation for continued expansion through new store openings. We believe there are over 400 potential locations suitable for our Gander Mountain stores. We opened 10 stores in fiscal 2003,

including eight new stores and the relocation of two smaller stores to sites with our new larger store format. We have opened one new store, and plan to open 12 to 14 additional stores, in fiscal 2004, including one to three relocated stores, in both existing and new markets.

We employ a flexible real estate strategy utilizing different store prototype sizes depending on market characteristics, demographics and availability of sites and facilities. We strategically locate our outdoor lifestyle stores in suburban and rural areas with a high concentration of our target outdoor enthusiast customers and near hunting, fishing, camping and other outdoor recreation destination areas. We believe that locating our stores close to our target customers enables us to achieve merchandise assortment superiority in our product categories and enhances our share of each local market. We believe that we have strong relationships with other retailers who are able to offer us suitably located, second use or subleased real estate, with attractive occupancy costs within our target expansion markets, which further enhances our ability to meet our store growth objectives.

We plan to continue increasing comparable store sales through competitive pricing, strengthening of inventory positions, merchandising promotions consistent with our "every day low price" policy, the pursuit of adjacent product categories and continued enhancement of our flexible merchandise capabilities. We plan to continue to convert non-selling space to selling space within our existing store base and increase merchandise capacity with higher density merchandising fixtures. We are also focused on increasing our store operating margins and profitability through improved purchasing leverage as our size grows, continued expansion of our owned brand merchandise where appropriate, higher inventory turnover through our supply chain initiatives and further leverage of the infrastructure investments we have made in the areas of information systems, merchandising and advertising.

Over the past several years, we have made significant investments in our infrastructure, including our information systems, distribution capabilities and management ranks, to support our accelerating growth. In 2000, we replaced our corporate information systems with a new enterprise-wide merchandise system from Retek and a financial system from Oracle, both of which we believe are highly scalable. Our STS point-of-sale system is integrated with our Retek and Oracle systems.

The key elements of our merchandise strategy that reinforce our "We Live Outdoors" culture and theme are:

We offer a broad and deep assortment of equipment, apparel, footwear, related accessories and consumable supplies to meet the outdoor activity needs of our customers. The extensive breadth and depth of our product offering allows us to carry a full range of merchandise at price points within each category to appeal to customers ranging from the beginner to the expert.

Another important element of our merchandise strategy is our anticipation of new merchandise trends and consumer preferences and attempting to be the first to market with new products. Our goal is to capitalize on new merchandise trends early in their product life cycle. We are able to do this by frequent communications between our customers, store associates, buyers and vendors, utilizing trend curve analysis and consumer research.

The following chart illustrates our sales during fiscal 2003 by product category:

Hunting. Hunting is our largest merchandise category, representing approximately 41% of our sales during fiscal 2003. Our hunting merchandise assortment provides equipment, accessories and consumable supplies for virtually every type of hunting and sport shooting. Our hunting assortments are supported by gunsmith services and archery technicians to service the complete needs of the hunter.

Our hunting assortment includes a wide variety of firearms, including rifles, shotguns, handguns, air guns and black powder muzzle loaders. We also buy and sell used firearms. In addition to firearms, we carry a wide selection of products in the following categories:

Fishing and Marine. Fishing and marine merchandise represented 18% of our sales during fiscal 2003 and includes products for fresh water fishing, fly-fishing and ice-fishing. We carry 5,000 to 7,000 lures depending on the size of the store and a broad selection of rods, reels and combos. Our broad assortment appeals to the beginning angler, the weekend angler, as well as avid and tournament anglers. In addition to lures, rods and reels, our fishing and marine assortment features a wide selection of products in the following categories:

A key element of the strategy for our fishing category is our ability to localize our merchandise assortment. Through input from district managers, store managers and our vendors, we are able to tailor our assortment by store to offer the brands and equipment appropriate to the local waterways' fishing species and the preferences of each market. This is augmented by each store manager's authority to buy regional and local brands.

Camping, Water Sports and Backyard Equipment. Camping, water sports and backyard equipment represented approximately 9% of our sales during fiscal 2003. Our camping assortment primarily focuses on family camping and the weekend hiker and includes the following product categories:

Apparel and Footwear. Our apparel and footwear product categories include both technical gear and lifestyle apparel for the active outdoor enthusiast. Apparel and footwear represented approximately 27% of our sales during fiscal 2003 and our assortments in these categories have the following attributes:

ATV and ATV Accessories. Our larger format stores carry an assortment of ATVs and ATV accessories used primarily for hunting and fishing that includes the following:

Our primary merchandise focus is to offer our customers a broad selection of competitively priced, national and regional brand products, which represent in excess of 80% of our total sales. Our national brand focus is driven by our customers' buying preferences for national brands and the fact that the national brand manufacturers are often responsible for most of our industry's new product innovation and development. We not only offer an extensive breadth of brands across multiple product categories, but also offer extensive depth of product within most brands.

Another important element of our branding strategy is the development of a strong owned brand by leveraging the strength our brand image to create our own line of high-quality products under the Gander Mountain Guide Series name. Our owned brand strategy is designed to augment our branded merchandise assortment with our owned brand products in select merchandise categories. We believe that by offering high-quality, competitively-priced owned brands we create an even more compelling value proposition for our customers. The Gander Mountain Guide Series product is sourced from a diversified group of established vendors. Given our early success with the Gander Mountain Guide Series, we plan to expand our owned brand offering, which in fiscal 2003 accounted for approximately 7% of our total sales.

We customize our merchandise assortment on a market-by-market basis. We do this by featuring well-known regional brands, which we augment with local brands, allowing us to tailor our merchandise assortment to the local market. This is extremely important across many of our merchandise categories given the significant differences in product and brand preferences as well as climate and seasonal variations from market to market.

We are able to accomplish this localization by enabling our local store and district managers to have significant input into merchandise decisions at the store or district level and to purchase certain merchandise directly from local or regional suppliers, when appropriate. We have developed the necessary sourcing relationships and merchandise systems to ensure that we maintain accountability and control over this localization process. Our store managers are able to localize their assortments through our merchandise allocation system, through direct orders to vendors and distributors and through special orders through our purchasing department.

We provide our customers with a wide range of in-store, value-added, technical support services. Nearly all of our stores offer full-service gunsmith services, archery technicians, fishing reel line winding and hunting and fishing license sales. We also offer ATV repair services at all of our stores that sell ATVs. We believe that offering these services is not only consistent with our goal of offering products and services for all our customers' outdoor lifestyle needs, but also is an important driver of additional sales by building customer traffic and enhancing the relationship with our customers. We believe the

ability to provide the necessary technical support in our major product categories is essential to our positioning in the outdoor lifestyle market and an important competitive strength.

Maintaining a price leadership position in our markets is a key element of our merchandising strategy. Our pricing policy is to maintain every day low prices that are competitive in our markets. Our store associates routinely review local newspapers and shop competitors' stores for the lowest advertised prices and make appropriate price changes. We believe our competitive "every day low price" strategy reinforces our strong value proposition, instills price confidence in both our customers and our store associates and is a critical element of our destination store strategy.

We design our larger format, warehouse-style stores to create an exciting shopping environment and to highlight our extensive product assortment. We use our store design and layout to emphasize our image as an outdoor lifestyle retailer. Our stores have open ceilings, concrete floors, high-density racking and innovative product displays to create an active and value-oriented feel. Some of our larger stores also feature interactive areas, such as an archery range so that customers can test our products before making a purchase decision. We seek to stimulate add-on and impulse buying through the depth of our assortment and the use of stacked inventory displays.

Our stores follow a "racetrack" layout, with a wide main aisle circling the interior of the store. Equipment is merchandised on the outside of the racetrack with apparel, footwear and accessories generally merchandised in the center of the store. Signs and banners are located throughout the store allowing customers to quickly locate departments. We use a variety of display fixtures, in-aisle merchandise displays, tables and end-caps to create a functional design that enables us to expand and adjust the size of our merchandise offerings by season and market.

Our marketing strategy communicates our "We Live Outdoors" culture and theme and is designed to emphasize Gander Mountain's position in the market as a leader in selection, service and competitive pricing in our core categories — hunting, fishing, and camping. In addition, we seek to develop a unique relationship with our customers and establish our store associates as true experts in their field.

We use a combination of print, radio, television, and outdoor advertising to communicate our message. Our primary advertising vehicle is our newspaper insert program utilizing over 120 newspapers appropriate to our markets. Our advertising calendar focuses on the key hunting, fishing and camping seasons. The weekly inserts highlight new seasonal product offerings and value opportunities throughout our broad product assortment. We currently run 13 to 15 newspaper inserts

each year ranging from 8 to 24 pages in length. In addition to our print advertising program, we incorporate the following into our marketing and advertising strategy:

A significant element of our local and grassroots marketing effort is the utilization of our "lodge." The lodge is a designated space in nearly all our stores that serves as a meeting place for local outdoor groups. Our store management schedules presentations and training seminars in conjunction with natural resource organizations, including local chapters of Ducks Unlimited, Pheasants Forever, Muskies, Inc. and Boy Scouts. The lodge is also used for firearms training and youth certification and, as a result, we believe that we are one of the largest providers of hunters' safety training in the country.

Our merchandising team is responsible for all product selection and procurement except for certain purchases by our store managers to address local customer preferences or seasonal considerations. In addition, our merchandising team's responsibilities include the determination of initial pricing, product marketing plans and promotions, and coordination with our merchandise planning and allocation team to establish stock levels and product mix. Our merchandising team also regularly communicates with our store management to monitor shifts in consumer tastes and market trends.

Our merchandise planning and allocation team is responsible for merchandise distribution, inventory control, and the Retek automatic replenishment purchasing and allocation system. This team also coordinates the inventory levels necessary for each advertising promotion with our buyers and our advertising department, tracking the effectiveness of each advertisement to allow our buyers and our advertising department to determine the relative success of each promotional program. Other responsibilities include price changes, creation of purchase orders and determination of store-level inventory.

We believe a significant competitive advantage of our merchandising strategy is the quality and passion of our merchandising team. The members of our merchandising team, who are outdoor enthusiasts themselves, have deep retail experience. A core group of team members with long tenures at our company is augmented by additional individuals with experience from other leading retailers.

We purchase merchandise from over 1,500 vendors, and we have no long-term purchase commitments. During fiscal 2003, our ten largest vendors collectively represented approximately 21% of our purchases.

We operate a 225,000 square foot distribution center to which vendors directly ship merchandise where it is processed as necessary and then shipped to our stores. We have contracted with a dedicated trucking fleet for the delivery of merchandise from our distribution center to our stores.

The following table lists our 66 stores open as of April 16, 2004, as well as the date the store opened as "Gander Mountain":

We select geographic markets and store sites on the basis of demographic information, quality and nature of neighboring tenants, store visibility, accessibility and lease economics. Key demographics include not only population density, but also the number of outdoor activity participants, as measured by hunting and fishing licenses, and proximity to outdoor recreation areas. Our internal real estate group, with the assistance of our district and regional managers, identifies our new store opportunities. We have also used an independent third party to identify sites and markets. Generally, we seek to locate our new stores in retail areas with major discount retailers, such as Wal-Mart or Target, or other specialty retailers, such as The Home Depot, Bed, Bath and Beyond, Best Buy or Staples.

Our ability to adapt our store format from 30,000 square feet up to 100,000 square feet gives us flexibility to utilize both recycled, or second use, facilities and build-to-suit opportunities as the market dictates. We believe that there is ample availability of recycled real estate at reasonable occupancy costs to accommodate a significant portion of our future growth. We believe that our flexible real estate strategy will assist us in meeting our expansion objectives and operate with reasonable occupancy costs. Our market and site selection decision making process is ultimately based on the projected economics of the new store.

Our expansion strategy is to open stores in both new and existing markets. In our existing markets, we will add stores to further penetrate certain market areas. By clustering our stores, we seek to take advantage of economies of scale in advertising, promotion, distribution and management supervisory costs. In new markets, we generally seek to expand in geographically contiguous areas in order to build on our experience in the same or nearby regions. In considering new markets, we locate our stores in areas we believe are underserved by other outdoor specialty retailers. In fiscal 2004, we currently intend to open stores in new markets located in Colorado, Kentucky, North Dakota, Texas and Virginia.

Our hiring, training and compensation programs are designed to reinforce our focus on superior customer service and support.

Each store is staffed with a store manager and, depending on the size of the store, one or two assistant managers and two to six department managers. In addition, stores are staffed by 30 to 135 associates depending on the size and sales volume of the store. Approximately 35% of our store employees are full time with the remainder being part time.

We divide our store operations into two regions with two districts within each region and 14 to 18 stores per district. We operate our stores on a decentralized basis in the belief that local store associates know their customers best. Store managers have significant input and control over their businesses with respect to merchandise assortment and quantities, as well as merchandising presentations within the store. The store manager is also responsible for adjusting prices based on competitive pricing and matching local advertised prices. This allows the store manager to customize the breadth and depth of the merchandise assortment to meet the local customer preferences by adapting to the local outdoor seasons and activities and to ensure that prices are competitive.

We attempt to recruit and attract store employees who share our passion for and knowledge of the outdoors. These individuals have personal knowledge and experience which we supplement with our

extensive in-house training program, as well as product training provided by vendors. This training emphasizes product knowledge that allows our employees to meet the customized needs of our customers. Because a significant number of our employees have a passion for the outdoors, we believe our retention rate for employees is better than many other retailers. We estimate our annual voluntary turnover rate for full-time salaried employees is approximately 17%.

We compensate our store associates with competitive wages. In addition to a base salary, our store managers, as well as our operations and department managers, have the opportunity to earn incentive bonuses based on certain performance criteria, which include store level sales and profitability and overall company performance. Store managers are also eligible to receive grants of options under our equity incentive compensation plans. All of our full-time store associates are eligible for performance-based bonuses.

Our stores are open seven days a week, generally from 9:00 a.m. to 9:00 p.m. Monday through Saturday and 10:00 a.m. to 6:00 p.m. on Sunday, except during the year-end holiday season when we extend our hours of operation.

Our business is subject to seasonal fluctuation, with the highest sales activity normally occurring during the third and fourth quarters of our fiscal year, which are primarily associated with the fall hunting seasons and the holiday season. Our customers' demand for our products and therefore our sales, can be significantly impacted by unseasonable weather conditions that affect outdoor activities and the demand for related apparel and equipment. In addition, we typically open new stores during the second half of the year, which further increases the percentage of our sales generated in our third and fourth fiscal quarters. We also incur significant additional expenses in the third and fourth fiscal quarters due to higher purchase volumes and increased staffing in our stores.

Our corporate headquarters are located in Minneapolis, Minnesota, where we sublease 29,265 square feet (including an allocation for common area) from Holiday Stationstores, Inc. The initial term concludes on December 31, 2008 with successive one year renewal options. Each party may terminate the sublease on at least six months' notice at any time.

We currently lease a 225,000 square foot distribution center in Lebanon, Indiana. The initial term of this lease expires in 2011 and is subject to multiple five-year renewal options and rent escalation provisions. This lease also provides us with expansion options.

We sublease 3,533 square feet of additional office space in Minneapolis, Minnesota from World Wide, Inc., a company controlled by Holiday Companies, on a month to month basis. We also sublease certain limited warehouse space from World Wide, Inc., which amount varies from month to month. We use this space on a temporary basis as an additional distribution center for staging inventory for new stores.

We lease all of our 66 stores which are in various locations in Illinois, Indiana, Iowa, Michigan, Minnesota, New York, Ohio, Pennsylvania and Wisconsin. Our Bemidji, Minnesota store is leased from Holiday Stationstores, Inc. and our Fridley, Minnesota store is subleased from Lyndale Terminal Co. The remainder of our stores are leased from unaffiliated third parties. Initial lease terms are generally

for 10 to 15 years, and most leases contain multiple five-year renewal options and rent escalation provisions.

As of April 16, 2004, we had approximately 4,000 employees, approximately 1,500 of whom were employed by us on a full-time basis. We also employ additional personnel during peak selling periods. We consider our relationships with our employees to be good. None of our employees is covered by a collective bargaining agreement.

Our information systems provide store managers and corporate management with daily information on sales, gross margins and inventory levels. We believe these systems are scalable, flexible and have the capacity to handle our current growth plan. In 2000, we replaced our corporate information systems to improve functionality, flexibility and performance reliability. We chose to implement an enterprise merchandising system, including an interface with our distribution center, from Retek and financial systems from Oracle. Our point-of-sale system utilizes STS software. Our integrated system provides inventory management tools and supply chain enhancements through the use of EDI technologies, as well as promotions and pricing flexibility, access to information and data integrity.

We operate in a large, highly fragmented and competitive industry, which we believe is currently underserved at the retail level. According to the National Survey of Fishing, Hunting and Wildlife-Associated Recreation, $108 billion was spent in the United States on outdoor-related activity in 2001, of which $64 billion was spent on equipment. We believe that the current U.S. market for the merchandise we offer — hunting, fishing and camping equipment, related technical apparel and footwear, and ATVs — is in excess of $30 billion annually.

The outdoors is an integral part of many Americans' lifestyles. In 2001, 82 million U.S. residents, over 16 years of age, or approximately 38% of the total U.S. population, participated in outdoor and wildlife-related recreation activity, an increase from 77 million U.S. participants in 1996. Of this total, 34 million people fished, 13 million hunted and 66 million participated in other outdoor-related activities, including observing, feeding or photographing wildlife. We believe that a number of factors, including an increasing number of seasonal hunting and fishing events and technological improvements in hunting, fishing and camping equipment, will continue to drive outdoor activity participation rates, and, in turn, retail sales.

The principal competitive factors in our industry are breadth and depth of product selection, price, location convenience and customer service. Our principal competitors include the following:

Local Specialty Stores. These stores generally range in size from approximately 2,000 to 10,000 square feet and typically focus on one or two specific product categories such as hunting, fishing or camping. These stores typically offer a deep selection of products within their particular specialty; however, we believe these retailers typically lack a broad selection across all of our outdoor product categories. These stores may or may not offer additional technical services for the products they offer.

Traditional Sporting Goods Chains. These large format stores generally range from 20,000 to 100,000 square feet and offer a broad selection of sporting goods merchandise covering a variety of sporting goods categories, including hunting, fishing and camping. These stores seek to blend the attributes of numerous specialty shops under one store format. Prices at these stores are generally competitive; however, we believe the amount of space devoted to our outdoor product categories limits the extent of their offerings in these areas.

Catalog and Internet-Based Retailers. These retailers sell a broad selection of merchandise through the use of catalogs and the Internet. The products are competitively priced and the direct channel offers relative convenience to customers. However, catalog and Internet retailers are not able to provide face-to-face customer service and support.

Large Format Entertainment-Focused Outdoor Retailers. These larger format retailers generally range in size from 100,000 to 200,000 square feet and seek to offer a broad selection of merchandise focused on hunting, fishing, camping and other outdoor product categories. The format of these stores seeks to combine the characteristics of an outdoor retailer with outdoor entertainment and theme attractions. This entertainment or theme component of the store design has resulted in the stores becoming strong tourist attractions in addition to their retail business. Many of these stores are located away from major population centers.

Regional Outdoor Focused Chains. These regional chains, typically ranging from two to 25 stores, focus on offering a broad selection of merchandise in one or more of the following product categories — hunting, fishing, camping or other outdoor product categories. The largest of these chains is significantly smaller than our company and we believe that regional outdoor focused chains generally do not offer a similar depth and breadth of merchandise in all of our product categories.

Discount Chains and Mass Merchants. These stores generally range in size from approximately 50,000 to over 200,000 square feet and are primarily located in shopping centers, free-standing sites or regional malls. Hunting, fishing and camping merchandise and apparel represent a small portion of the store size, and of their total sales. We believe the product selection is more limited than in our stores and that these stores tend to offer more limited service levels to their customers.

Our Agreement with Cabela's. As successor to the Gander Mountain brand, we are subject to a noncompetition agreement with Cabela's that was entered into in 1996. Although the noncompetition provisions of the agreement expired in June 2003, other operative provisions of the agreement may require us to grant an exclusive license to certain of our trademarks that were in existence in 1996 to Cabela's for its use in the "direct marketing business" if we engage in active steps to enter the "direct marketing business" ourselves. This agreement generally defines "direct marketing business," in relevant part, as "a direct marketing business involving the sale of hunting, fishing or camping equipment and other outdoor sporting and recreational goods, apparel and services through paper or other tangible catalogs, electronic catalogs or other electronic media, including specifically but without limitation, the Internet, telemarketing or any other direct marketing method . . . ." The trademarks we may be required to license to Cabela's under this agreement include only those specified trademarks in existence in 1996 when the former owner of the Gander Mountain brand entered into this agreement with Cabela's. We have developed various trademarks since 1996, but we continue to use some

significant 1996 trademarks in our business. Our agreement with Cabela's is filed as an exhibit to the registration statement of which this prospectus is a part.

In a letter to us dated July 3, 2003, Cabela's asserted that, by offering certain shotgun barrels for sale on our website, we evidenced an intention to engage in active steps to reenter the direct marketing business. On that basis, Cabela's purported to exercise its right to purchase a perpetual, exclusive license for our 1996 trademarks in connection with Cabela's direct marketing business. No substantive discussions with Cabela's about this matter have occurred since we received this letter. We do not believe that the activities described in Cabela's letter, or any of our other activities, are "active steps to reenter the direct marketing business." As a result, we do not believe that Cabela's is entitled to obtain a license from us at this time.

We believe the Cabela's agreement will not limit or restrict our typical activities associated with owning and operating our retail stores. Moreover, the Cabela's agreement does not prevent us from entering the direct marketing business. However, the terms of the agreement could have the effect of limiting our ability to respond to competition or changing market conditions in the future. If and when we take active steps to reenter the direct marketing business, substantial questions regarding the scope of the rights and obligations of the parties to the agreement with respect to our 1996 trademarks, as well as the threshold question of the agreement's enforceability, will need to be addressed. It is currently difficult to evaluate and predict with certainty the future impact of the Cabela's agreement on the way we may operate our business. Moreover, any dispute with Cabela's regarding the enforceability and interpretation of this agreement could be costly and disruptive.

Because we sell firearms at all of our retail stores, we are subject to regulation by the Bureau of Alcohol, Tobacco, Firearms and Explosives. Each store has a federal firearms license permitting the sale of firearms, and our distribution center has obtained a federal firearms license to store firearms. Our federal firearms licenses permit gunsmithing activities at each of our stores. We also obtained a federal license to sell black powder used to shoot muzzle loading firearms at certain of our stores. Currently, only New York requires a state license to sell firearms and we have obtained this license, which is only required for the sale of handguns.

We must comply with federal, state and local regulations, including the federal Gun Control Act of 1968, which require us, as a federal firearms licensee, to perform a pre-sale background check in connection with all firearms purchases. We perform this background check using either the FBI-managed National Instant Criminal Background Check System, or NICS, or a state government-managed system that relies on NICS and any additional information collected by the state. These background check systems either confirm that a sale can be made, deny the sale or require that the sale be delayed for further review, and provide us with a transaction number for the proposed sale. We are required to record the transaction number on Form 4473 of the Bureau of Alcohol, Tobacco, Firearms and Explosives and retain this Form 4473 in our records for 20 years for auditing purposes for each approved, denied or delayed sale. We are also subject to numerous state and local laws regarding firearm sale procedures. After all of these procedures are complete, we may complete the sale. Regulations issued by the Bureau of Alcohol, Tobacco, Firearms and Explosives also delay our ability to change certain of our officers and prohibit some individuals from serving in certain of our offices.

We are subject to regulation by the Consumer Product Safety Commission, the Occupational Safety and Health Administration and similar state regulatory agencies covering the products we sell, the services we provide and the working environment for our employees.

In addition, many of our imported products are subject to existing or potential duties, tariffs or quotas that may limit the quantity of products that we may import into the U.S. and other countries or

impact the cost of such products. To date, quotas in the operation of our business have not restricted us, and customs duties have not comprised a material portion of the total cost of our products.

Each of "Gander Mountain," "Gander Mountain Guide Series" and our logos has been registered as a service mark or trademark with the United States Patent and Trademark Office. In addition, we have pending applications for additional trademarks, including "Gander Mtn." and "We Live Outdoors."

Although we are subject to litigation from time to time in the ordinary course of our business, we are not party to any pending legal proceedings that we believe will have a material adverse impact on our business.

For as long as these entities and the members of the Erickson family continue to beneficially own shares of common stock representing more than 50% of the voting power of our common stock, they will be able to direct the election of all of the members of our board of directors and could exercise a controlling influence over our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends. Similarly, these entities and the members of the Erickson family collectively will have the power to determine matters submitted to a vote of our shareholders without the consent of our other shareholders, will have the power to prevent a change in our control and could take other actions that might be favorable to them.

Lyndale Terminal Co., Holiday Stationstores, Inc. and members of the Erickson family have advised us that their current intent is to continue to hold all of the common stock beneficially owned by them following this offering, except for the distribution contemplated to Lyndale Terminal Co.'s shareholders described below under "—Anticipated Distribution of Our Shares by Lyndale Terminal Co." However, none of them is subject to any contractual obligations to retain their controlling interest, except that all of them have agreed, subject to certain exceptions, not to sell or otherwise dispose of any shares of common stock for a period of 180 days after the date of this prospectus without the prior written consent of Banc of America Securities LLC and William Blair & Company, L.L.C. Except for this brief period, there can be no assurance as to the period of time during which these entities and the Erickson family will maintain their beneficial ownership of our common stock owned by them following the offering. Following this brief period, Holiday Stationstores, Inc., Lyndale Terminal Co. and certain individual members of the Erickson family will have rights to cause us to register their shares as described under "— Registration Rights Agreement" below.

We have been advised that members of the Erickson family have no existing agreement or arrangement to act in concert with respect to the voting or disposition of their respective ownership interests. Individual members of the Erickson family are able to exercise their own discretion with respect to the voting and disposition of their respective ownership interests. The information we have included in this prospectus regarding the Erickson family's collective ownership interests is intended only as a convenient description for the combined ownership interests of Holiday Stationstores, Inc., Lyndale Terminal Co. and the individual members of the Erickson family. Every member of the Erickson family is not necessarily part of a "group," or our "affiliate," for any purpose under applicable securities laws or otherwise.

We have entered into arrangements with Holiday Companies governing the relationships between us and Holiday Companies. In fiscal 2003, we paid Holiday Companies approximately $1.3 million for obtaining and managing our workers' compensation, property, auto and general liability insurance; $1.8 million for providing human resources services, cash management and other financial services, legal services, benefits administration services, various tax services, information technology services and other services; and $1.5 million for the rental of store properties, our corporate headquarters and warehousing and administrative space. Note 8 to the Notes to Financial Statements provides additional information on the amounts we have paid to Holiday Companies under these arrangements in prior periods.

We also plan to continue purchasing services from Holiday Companies in the ordinary course of business. Copies of our agreements with Holiday Companies are filed as exhibits to the registration statement of which this prospectus is a part. All of our agreements and arrangements with Holiday Companies are described below. These agreements and arrangements were negotiated between Holiday Companies and us and, therefore, are not the result of arms-length negotiations between independent parties. However, we believe the terms of these agreements and arrangements, including the terms for each of the services provided by Holiday Companies under the shared services agreement described below, are no less favorable to us than terms that we could have obtained from unaffiliated third parties.

Holiday Companies has historically provided certain services to us, including obtaining insurance and providing human resources services, cash management, financial analysis and other financial services, legal services, benefits administration services, various tax services, information technology services, credit card processing services and other administrative services, as well as allowing us to use Holiday Companies' airplane. On February 2, 2004, we formalized these arrangements by entering into a shared services agreement with Holiday Companies. The intention of this agreement is to continue the relationship between Holiday Companies and us in a manner consistent with past practices. The shared services agreement has an initial term of one year with automatic one-year renewal terms subject to early termination by either party with 90 days' written notice. The methods of billing for all services are determined by the type of service being provided and, in the aggregate, reasonably approximate expenses we might incur on a stand-alone basis. These methods include Holiday Companies' total cost of providing the service, actual third-party costs plus administrative expenses incurred by Holiday Companies and mutually agreed upon pre-determined fees. We believe these expense billing methods are commercially reasonable. We currently estimate that we will pay $3.0 to $3.5 million to Holiday Companies under the shared services agreement in fiscal 2004.

In December 2001, we borrowed $55.0 million from Holiday Companies. In October 2002, we repaid $5.0 million plus accrued interest. Effective February 1, 2003, Holiday Companies converted the remaining $54.6 million of the principal and accrued interest on the note into 117,607 shares of our preferred stock which will convert into 3,763,424 shares of our common stock in connection with this offering. From March 2003 through May 2003, Holiday Companies advanced an additional $10.0 million to us, of which $0.2 million has been repaid as of January 31, 2004. It is anticipated that the remaining $9.8 million will be repaid with the proceeds of this offering.

Holiday Companies and Holiday Stationstores, Inc. provide us with certain guarantees, though we do not pay either of them a fee for any of these guarantees. Holiday Companies or Holiday Stationstores, Inc. guarantees our leases with third parties for 36 of our stores and our distribution

center, as described below. Holiday Companies guarantees payments under our credit facility limited to a maximum amount of $11.7 million until the earlier of May 14, 2004 or the first date on which we establish cash reserves totaling such maximum amount. In addition, Holiday Companies guarantees amounts due to certain vendors. These guarantees are cancelable by Holiday Companies with 90 days notice to the vendors.

We lease space from Holiday Companies' affiliates for our stores located in Bemidji, Minnesota and Fridley, Minnesota, our corporate headquarters and other warehousing and administrative offices. Holiday Companies or Holiday Stationstores, Inc. also guarantees our leases with third parties for 36 of our stores and our distribution center. We do not pay Holiday Companies or Holiday Stationstores, Inc. any fee for these guarantees.

Corporate headquarters. We sublease 29,265 square feet (including an allocation for common area) for our corporate headquarters in Minneapolis, Minnesota from Holiday Stationstores, Inc. The initial term concludes on December 31, 2008 with successive one year renewal options. Each party may terminate the sublease on at least six months' notice at any time. Our gross annual rent is $20.00 per square foot. Holiday Stationstores, Inc. provides, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Additional distribution center. We sublease 3,533 square feet of office space in Minneapolis, Minnesota from World Wide, Inc., a company controlled by Holiday Companies, on a month to month basis. We also sublease certain limited warehouse space from World Wide, Inc., which amount varies from month to month. We use this space on a temporary basis as an additional distribution center for staging inventory for new stores. Our annual gross rent is $18.00 per square foot of office space and $3.00 per square foot of warehouse space. World Wide provides, at its sole cost and expense, heating and air conditioning, water, sewer, electricity, trash removal and janitorial services to us.

Bemidji, Minnesota. Our Bemidji, Minnesota store is leased from Holiday Stationstores, Inc. through April 7, 2013, with options to extend the lease for an additional 15 years. We currently pay net rent of $210,000 annually for this 36,331 square foot store. The annual net rental will increase to $231,000 on February 1, 2009. We also pay common area maintenance charges pursuant to a common area maintenance agreement with respect to an adjacent shopping center. If we cease operating at the store for a period in excess of six months, Holiday Stationstores, Inc. may terminate this lease.

Fridley, Minnesota. Our Fridley, Minnesota store is subleased from Lyndale Terminal Co. through December 31, 2013, with options to extend the lease for an additional ten years upon at least 270 days' notice to Lyndale Terminal Co. We currently pay $7.00 per square foot annually for this 45,246 square foot store and pay a pro rata share of the operating costs of the common area maintenance, taxes and insurance. We pay a share of utility costs based on approximate actual usage. We may terminate this sublease at any time on or before December 31, 2008, by giving Lyndale Terminal Co. at least one year's prior written notice. If we cease operating at this store for a period in excess of six months, Lyndale Terminal Co. may terminate the sublease.

We have entered into a registration rights agreement with Holiday Stationstores, Inc., Lyndale Terminal Co. and certain individual members of the Erickson family under which we have granted certain rights to these entities and individuals. Pursuant to the registration rights agreement, each of these entities and individuals has the right, at any time following 180 days after the date of this prospectus, to demand that we file a registration statement covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the

registration statement exceeds $5.0 million or represents an offering of at least 5.0% of our outstanding common stock. We are not be obligated to register common stock pursuant to this demand right on more than one occasion during any one-year period. If we are eligible to file a registration statement on Form S-3, shareholders with registration rights have the right to demand that we file a registration statement on Form S-3 covering the offer and sale of their shares of our common stock, so long as the aggregate offering price of common stock to be sold under the registration statement exceeds $2.0 million. We are not obligated to register common stock on Form S-3 pursuant to this demand right on more than one occasion during any six-month period. In addition, shareholders with registration rights may also require us to include their shares in future registration statements we file, subject to cutback at the option of the underwriters of any such offering. Shares sold pursuant to any of these registrations will be freely tradable in the public market without restriction. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling shareholders in the event of material misstatements or omissions in a registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them. The registration rights described above will terminate with respect to a particular shareholder's securities as soon as the securities (1) have been transferred pursuant to an effective registration statement or under Rule 144 of the Securities Act, (2) can be freely sold under Rule 144(k) under the Securities Act, or (3) have been transferred and can be resold by the transferee without registration under the Securities Act.

We accept Holiday Companies branded credit cards at our stores. During fiscal 2003, we processed approximately $183,000 in transactions using these cards and paid Holiday Companies approximately $3,000 in fees relating to the processing of these transactions.

In September 2002, we purchased a 1986 Cessna Model S550 airplane from Baker Aviation, Inc., an entity controlled by Mark Baker, our Chief Executive Officer and President, for $2.5 million, a price we believe to have been the fair market value of the airplane at that time. Mr. Baker and Ronald Erickson, the Chairman of our board of directors, determined the price following a review of publicly available information for sale transactions involving comparable airplanes. Baker Aviation, Inc. purchased the airplane in August 2001 for $2.2 million. We currently sublease hangar space from Mr. Baker at a monthly rent of $2,500.

In November 1997, we sold 357,440 shares of our Class B Nonvoting Common Stock to Stephen Watson, then our Chief Executive Officer and now one of our consultants, at an average purchase price of $9.79 per share. Mr. Watson borrowed $3.5 million from us to finance the purchase of these shares. Mr. Watson issued to us two non-recourse promissory notes for the amount borrowed. Both the $2.0 million and $1.5 million promissory notes bear simple interest at a rate of 3.9% per annum, payable monthly. Principal on each note is due and payable on November 17, 2007 and the notes are secured by the shares of our Class B Nonvoting Common Stock owned by Mr. Watson. As of January 31, 2004, the outstanding principal balance plus accrued interest due from Mr. Watson under his notes was approximately $3.5 million. The principal amount of these notes may not be prepaid.

In December 1997, we sold 35,744 shares of our Class B Nonvoting Common Stock to Dennis Lindahl, our Executive Vice President, Chief Financial Officer, Secretary and Treasurer, at a purchase price of $8.39 per share. Mr. Lindahl borrowed $300,000 from us to finance the purchase of these

shares. Mr. Lindahl issued to us a non-recourse promissory note for the amount borrowed. The promissory note bears simple interest at a rate of 3.9% per annum, payable monthly. Principal on the note is due and payable on December 29, 2007 and the note is secured by the shares of our Class B Nonvoting Common Stock owned by Mr. Lindahl. As of January 31, 2004, the outstanding principal balance plus accrued interest due from Mr. Lindahl under his note was $300,000. The principal amount of this note may not be prepaid.

We currently anticipate that promptly following the completion of this offering, Lyndale Terminal Co. will distribute the 808,096 shares of our common stock it will hold immediately following this offering to its shareholders, who consist solely of members of the Erickson family.

All members of the Erickson family, including our directors, and all of our employees, including our executive officers, will be eligible to participate in the directed share program described under "Underwriting" at levels that may exceed $60,000. Each of our executive officers (along with our other employees) will be eligible to purchase up to 10,000 shares in this offering under the directed share program. If any shares are available following the offer to our employees, our director nominees will each be eligible to purchase up to 10,000 shares in this offering under the directed share program. Each of (1) Ronald Erickson and his lineal descendents, (2) Gerald Erickson and his lineal descendents, (3) Donovan Erickson and his lineal descendents, (4) Neal Erickson and his lineal descendents, (5) Richard Erickson and his lineal descendents and (6) Marjorie Pihl and her lineal descendents will be eligible to purchase up to an aggregate of 10,000 shares in this offering under the directed share program if any shares are available following our offer to our employees and our director nominees. In the event there are any shares available under the directed share program following the initial offers to our employees, director nominees, members of the Erickson family, business associates and other third parties, we intend to offer the members of the Erickson family the opportunity to purchase these remaining shares.

The following table sets forth the name, age and positions of each of our directors, director nominees and executive officers as of April 16, 2004:

Name	Age	Position
Mark R. Baker	46	Chief Executive Officer, President and director nominee
Dennis M. Lindahl	51	Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Allen L. Dittrich	49	Executive Vice President, Merchandising and Marketing
Sharon K. Link	43	Senior Vice President, Finance and Administration
Mark A. Bussard	39	Vice President, Hunting and Fishing
Annette D. McEwan-Coyer	42	Vice President, Apparel and Camping
David M. Strouse	44	Vice President, Product Development and Sourcing
Andrew P. Carlin	40	Regional Vice President
Scott W. Cisney	34	Regional Vice President
Jeffrey R. Bergmann	33	Vice President, Marketing
Connie J. Walsh	36	Vice President, Merchandise Planning and Replenishment
Ronald A. Erickson	67	Chairman of the Board of Directors
Gerald A. Erickson	66	Director
Donovan A. Erickson	70	Director
Neal D. Erickson	58	Director
Richard A. Erickson	55	Director
Marjorie J. Pihl	70	Director
Marshall L. Day	60	Director nominee

Each person listed above as a director nominee has consented to be named as a director nominee in this registration statement and to serve as a director if elected or appointed.

Mark R. Baker, an avid outdoorsman, was recently appointed to the office of President and has served as our Chief Executive Officer since September 2002. Mr. Baker was an independent consultant from August 2001 through September 2002. From May 1996 though July 2001, he served in various positions with Home Depot Inc., including serving as Executive Vice President, Chief Operating Officer and Chief Merchandising Officer from April 1999 to July 2001. Prior to joining Home Depot, Mr. Baker held senior leadership positions in the retail sector, serving in various management positions for Knox Hardware and Lumber from 1980 through 1988, as Vice President of Merchandising and Marketing of Scotty's Home Improvement Centers from 1988 through 1992 and as Executive Vice President of Merchandising of HomeBase from 1992 through 1996. Mr. Baker is a director of The Scotts Company, a public company that manufactures and markets lawn and garden products.

Dennis M. Lindahl was recently appointed to the offices of Secretary and Treasurer and has served as our Executive Vice President and Chief Financial Officer since July 2003, our Assistant Secretary from February 1997 through January 2004 and our acting Chief Executive Officer from February 1997

through November 1997. In 1986, Mr. Lindahl joined Holiday Companies following ten years with Arthur Andersen LLP and served as Holiday Companies' Vice President and Chief Financial Officer from April 1997 through December 2003. Mr. Lindahl continues to provide certain consulting services to Holiday Companies on a limited basis.

Allen L. Dittrich has served as our Executive Vice President, Merchandising and Marketing since April 1998. Prior to joining our company, Mr. Dittrich spent 21 years with Target Corporation serving in various positions, including Senior Vice President and General Merchandise Manager for the Home, Cosmetics and Men's and Children's groups at the Department Store Division of Target Corporation, a position he held from July 1989 through February 1998.

Sharon K. Link has served as our Senior Vice President, Finance and Administration since October 2003. Prior to joining our company, Ms. Link served as Chief Financial Officer, Chief Administrative Officer and Vice President-Finance of Golf Galaxy, Inc. from August 1997 to October 2003. Prior to joining Golf Galaxy, Ms. Link served as the Chief Financial Officer and Vice President Finance of Pet Food Warehouse, Inc. from August 1993 through April 1997.

Mark A. Bussard, has served as our Vice President, Hunting and Fishing since October 2002. Mr. Bussard joined our company in February 1997, as a Store Manager and served as a District Manager from September 1997 to July 2000 and a Regional Manager from July 2000 to October 2002. Prior to joining our company, Mr. Bussard served as a Store Manager for the original owner of the Gander Mountain brand name from October 1994 until September 1997.

Annette D. McEwan-Coyer joined us in December 2003 as our Vice President, Apparel and Camping. Prior to joining our company, Ms. McEwan-Coyer served as District Manager with Kohl's Corporation from August 1997 through December 2003 and Store Manager with the department store division of Target Corporation from August 1989 through August 1997.

David M. Strouse, our Vice President, Product Development and Sourcing since October 2003, joined our company in February 1997 and through October 2002 served as Divisional Merchandise Manager, Apparel and Camping and from October 2002 through September 2003, Mr. Strouse served as our Vice President, Apparel, Camping and Product Development. Prior to joining our company, Mr. Strouse served as Senior Project Manager for Apparel and Camping from April 1994 though February 1997 with the original owner of the Gander Mountain brand name and prior to that, he spent 10 years with Federated Department Stores as a merchant and in store management positions.

Andrew P. Carlin joined us in August 2003 as our Regional Vice President with primary responsibility for our western stores. Mr. Carlin came to our company from Kohl's Corporation where he served as a Regional Vice President from January 2002 to July 2003, Vice President and District Manager from June 1997 to December 2001, and a Store Manager from April 1995 to May 1997. Prior to his employment by Kohl's Corporation, Mr. Carlin served as assistant store manager for the department store division of Target Corporation from June 1989 to March 1995.

Scott W. Cisney joined us in February 1997 as a Store Manager. In September 2000, Mr. Cisney was promoted to District Manager with the primary responsibility of opening our first stores in Pennsylvania and New York. Following our opening of two stores in New York, Mr. Cisney became a Regional Vice President with primary responsibilities for our eastern stores in July 2003. Prior to joining our company, Mr. Cisney served as a Store Manager for the original owner of the Gander Mountain brand name.

Jeffrey R. Bergmann, our Vice President, Marketing, has been with our company in various store management, inventory management and marketing positions since May 1993. In January 1998, Mr. Bergmann was appointed as Project Manager, a position he held until he was promoted to Director of Marketing in July 2000. In November 2001, he was promoted to Director of Inventory and he was appointed as Vice President, Marketing in November 2002.

Connie J. Walsh, our Vice President, Merchandise Planning and Replenishment since January 2004, joined us originally as Director, Replenishment and Planning, in June 2003. Prior to joining our company, Ms. Walsh served in various capacities with the Marshall Field's division of Target Corporation, serving as Senior Buyer-Special Sizes from March 1998 to June 2003 and Divisional Planning Manager-Home from October 1996 to February 1998. Prior to joining Marshall Field's, Ms. Walsh was Manager of Planning and Allocation at Sportmart from October 1994 to October 1996.

Ronald A. Erickson was elected a director of our company in February 1997 and has served as Chairman of our board of directors since that time. Mr. Ronald Erickson is the Chief Executive Officer and Chairman of the board of directors of Holiday Companies, positions he has held since its formation in December 1992. Mr. Ronald Erickson is also a member of the board of directors of Carriage Services, Inc, a public company engaged in the funeral services business, and Andersen Corporation, a privately held company engaged in the manufacture and sale of windows and doors. Mr. Ronald Erickson is the brother of Messrs. Donovan and Neal Erickson and the cousin of Messrs. Gerald and Richard Erickson and Ms. Marjorie Pihl.

Gerald A. Erickson was elected a director of our company in February 1997. Mr. Gerald Erickson is a principal of Holiday Companies, a position he has held since its formation in December 1992, and has served on the board of directors and as Vice President of Holiday Companies since that time. Mr. Gerald Erickson has also served as Vice Chairman of the board of directors of Holiday Companies since 2003. Mr. Gerald Erickson is the brother of Mr. Richard Erickson and Ms. Marjorie Pihl and the cousin of Messrs. Ronald, Donovan and Neal Erickson.

Donovan A. Erickson was elected a director of our company in February 1997. Mr. Donovan Erickson is a principal of Holiday Companies, a position he has held since its formation in December 1992, and has served on the board of directors of Holiday Companies since that time. Mr. Donovan Erickson is the brother of Messrs. Ronald and Neal Erickson and the cousin of Messrs. Gerald and Richard Erickson and Ms. Marjorie Pihl. It is anticipated that upon the completion of this offering, Mr. Donovan Erickson will resign as a director of our company.

Neal D. Erickson was elected a director of our company in February 1997. Mr. Neal Erickson is a principal of Holiday Companies, a position he has held since its formation in December 1992, and has served on the board of directors of Holiday Companies since that time. Mr. Neal Erickson is the brother of Messrs. Ronald and Donovan Erickson and the cousin of Messrs. Gerald and Richard Erickson and Ms. Marjorie Pihl. It is anticipated that upon the completion of this offering, Mr. Neal Erickson will resign as a director of our company.

Richard A. Erickson was elected a director of our company in February 1997. Mr. Richard Erickson is a principal of Holiday Companies, a position he has held since its formation in December 1992, and has served on the board of directors of Holiday Companies since that time. Mr. Richard Erickson is the brother of Mr. Gerald Erickson and Ms. Marjorie Pihl and the cousin of Messrs. Ronald, Donovan and Neal Erickson. It is anticipated that upon the completion of this offering, Mr. Richard Erickson will resign as a director of our company.

Marjorie J. Pihl was elected a director of our company in February 1997. Ms. Pihl is a principal of Holiday Companies, a position she has held since its formation in December 1992, and has served on the board of directors of Holiday Companies since that time. Ms. Pihl is the sister of Messrs. Gerald and Richard Erickson and the cousin of Messrs. Ronald, Donovan and Neal Erickson. It is anticipated that upon the completion of this offering, Ms. Pihl will resign as a director of our company.

Marshall L. Day, we currently anticipate, will be elected a director of our company concurrently with completion of this offering. From 1986 through April 2000, Mr. Day served in various positions with Home Depot, Inc., serving as Senior Vice President—Finance from 1993 to 1995, Senior Vice

President—Chief Financial Officer from 1995 to 1998 and Senior Vice President—Finance and Accounting from 1998 through April 2000. Since his retirement from Home Depot, Inc. in April 2000, Mr. Day has served as an independent consultant.

Under our bylaws, our directors hold office until the next annual shareholders meeting or the director's resignation or removal. Under our bylaws, our officers hold office until their successors are elected and qualified or the officer's removal.

Concurrently with the completion of this offering, we anticipate that Donovan Erickson, Neal Erickson, Richard Erickson and Marjorie Pihl will resign as a directors of our company and that Mark Baker and Marshall Day will be elected to our board of directors along with three additional independent directors. At that time, we will have an authorized board of directors consisting of seven members and all members of the board of directors except Ronald Erickson, Gerald Erickson and Mark Baker will be independent, as determined in accordance with the rules of the Nasdaq National Market and any relevant federal securities laws and regulations.

At that time, we anticipate that our board of directors will establish standing committees in connection with the discharge of its responsibilities. These committees will include an audit committee, a compensation committee and a nominating and governance committee. The board of directors will also establish such other committees as it deems appropriate, in accordance with applicable law and regulation and our articles of incorporation and bylaws.

Audit Committee. We expect that Marshall Day will be appointed as the sole initial member of the audit committee concurrently with the completion of this offering. All of the members of the audit committee will be independent, as determined in accordance with the rules of the Nasdaq National Market and any relevant federal securities laws and regulations. The audit committee will assist our board of directors in monitoring the integrity of the financial statements, the independent auditor's qualifications and independence, the performance of our internal audit function and independent auditors and our compliance with legal and regulatory requirements.

Compensation Committee. We expect that the members of the compensation committee will be appointed promptly following the completion of this offering. All of the members of the compensation committee will be independent, as determined in accordance with the rules of the Nasdaq National Market and any relevant federal securities laws and regulations. The compensation committee will have overall responsibility for evaluating and approving our executive officer incentive compensation, benefit, severance, equity-based or other compensation plans, policies and programs. The compensation committee will also be responsible for producing an annual report on executive compensation for inclusion in our proxy statement.

Nominating and Governance Committee. We expect that the members of the nominating and governance committee will be appointed promptly following the completion of this offering. All of the members of the nominating and governance committee will be independent, as determined in accordance with the rules of the Nasdaq National Market and any relevant federal securities laws and regulations. The nominating and governance committee will assist our board of directors in promoting our best interests and the best interests of our shareholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the nominating and governance committee will identify individuals qualified to become board members and recommend to our board of directors the director nominees for the next annual meeting of shareholders. It will also review the qualifications and independence of the members of our board of directors and its various committees on a regular basis and make any recommendations the committee members may deem appropriate from time to time concerning any recommended changes in the composition of our board

of directors and its committees. The nominating and governance committee will also recommend to our board of directors the corporate governance guidelines and standards regarding the independence of outside directors applicable to our company and review such guidelines and standards and the provisions of the nominating and governance committee charter on a regular basis to confirm that such guidelines, standards and charter remain consistent with sound corporate governance practices and with any legal or regulatory requirements of the Nasdaq National Market. The nominating and governance committee will also monitor our board of directors and our compliance with any commitments made to our regulators or otherwise regarding changes in corporate governance practices and lead our board of directors in its annual review of our board of directors' performance.

Minnesota law and our articles of incorporation provide that our directors will not be personally liable for monetary damages to us or our shareholders for a breach of fiduciary duty to the full extent that the law permits the limitation or elimination of the liability of directors.

We currently anticipate that following completion of this offering, all non-employee directors, including Messrs. Ronald and Gerald Erickson, will receive a $20,000 annual retainer and an additional $1,000 for each meeting of the board of directors attended and $500 for each committee meeting attended other than audit committee meetings. The audit committee chair will receive an additional $1,000 per audit committee meeting attended and each audit committee member will receive $750 for each audit committee meeting attended. All directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the board of directors and committees.

In addition, we expect to grant our non-employee directors options to purchase 10,000 shares of our common stock upon their initial election to our board of directors and options to purchase an additional 5,000 shares of our common stock upon re-election to the board of directors each year. All option grants to directors will be made at the fair market value of our common stock on the date of grant. A director's initial option grant will vest annually over one year and each subsequent grant will vest annually over one year from the date of grant, so long as such person remains a director, such that the option will be fully vested on the first anniversary of the date of grant.

We believe that shortly after completion of this offering, we will comply with all Nasdaq National Market corporate governance and listing requirements. In the interim, we will rely on transition periods available to companies listing in conjunction with their initial public offering.

Upon completion of this offering, we anticipate that none of our current directors will serve as a member of our compensation committee. None of our executive officers will serve on the compensation committee or board of directors of any other company of which any of the members of our compensation committee or any of our directors is an executive officer.

The following table sets forth all compensation earned by our Chief Executive Officer and our other four other most highly compensated executive officers, who are referred to as the named executive officers, for the fiscal year ended January 31, 2004, our fiscal 2003.

		Annual Compensation
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	All Other Compensation ($)
Mark R. Baker Chief Executive Officer and President	2003	373,943	375,000	683	(1)
Allen L. Dittrich Executive Vice President, Merchandising and Marketing	2003	253,308	50,000	20,022	(2)
Mark A. Bussard Vice President, Hunting and Fishing	2003	136,442	35,000	12,131	(3)
David M. Strouse Vice President, Product Development and Sourcing	2003	125,000	7,500	10,845	(4)
Jeffrey R. Bergmann Vice President, Marketing	2003	125,000	7,500	10,755	(5)

The following table sets forth information concerning exercisable and unexercisable options held by the named executive officers during the fiscal year ended January 31, 2004. There were no option exercises by the named executive officers and no options granted to the named executive officers during the fiscal year ended January 31, 2004. The table also reports values for "in-the-money" options that represent the positive spread between the exercise prices of outstanding options and the assumed initial offering price of $15.00 per share.

On February 2, 2004, we entered into an employment agreement with Mark Baker, pursuant to which he will serve as our Chief Executive Officer and President. The employment agreement commences upon the conclusion of this offering and continues until January 31, 2008, unless earlier terminated by us or Mr. Baker, or if Mr. Baker becomes disabled or dies. Pursuant to the terms of the employment agreement, Mr. Baker will receive, among other things, (1) an initial annual base salary of $525,000, subject to annual increases as determined by the board of directors, (2) an annual performance bonus of up to 100% of his then current base salary and (3) an opportunity to receive options or other awards under our 2004 Omnibus Stock Plan. In addition, Mr. Baker may use our Cessna airplane for his personal use for up to 50 hours per fiscal year, subject to our charges, policies, and practices as in effect from time to time regarding use of this airplane.

In the event we terminate Mr. Baker's employment without cause, and if Mr. Baker signs a release of all claims against us, he will receive a severance payment in an amount equal to his then current annual base salary and performance bonus earned by him during the last full fiscal year of his employment with us. In the event of termination of employment due to Mr. Baker's death or disability, he will receive a pro rated performance bonus for the year in which his death or disability occurs. If, within twelve months of a change in control, Mr. Baker's employment with our company is terminated for any reason, Mr. Baker will receive a severance payment equal to his then current annual base salary for the remaining term of the employment agreement or one year (whichever is later) and 50% of the performance bonus he is eligible to receive for the remaining term of the employment agreement. In addition, under these circumstances, some or all of Mr. Baker's outstanding options will vest.

Mr. Baker has agreed not to compete with us during the term of his employment and for a period of one year following his termination of employment, or, if he resigns before January 31, 2008, until January 31, 2009.

On February 2, 2004, we entered into an employment agreement with Dennis Lindahl, pursuant to which he will serve as our Executive Vice President and Chief Financial Officer. The employment agreement commences upon the conclusion of this offering and continues until April 30, 2007, unless earlier terminated by us or Mr. Lindahl, or if Mr. Lindahl becomes disabled or dies. Pursuant to the terms of the employment agreement, Mr. Lindahl will receive, among other things, (1) an initial annual base salary of $325,000, subject to annual increases as determined by the board of directors, (2) an annual performance bonus of up to 50% of his base salary and (3) an opportunity to receive options or other awards under our 2004 Omnibus Stock Plan. We have agreed to allow Mr. Lindahl to provide approximately two days per month of consulting services to Holiday Companies.

In the event we terminate Mr. Lindahl's employment without cause, and if Mr. Lindahl signs a release of all claims against us, he will receive a severance payment in an amount equal to his then current annual base salary and performance bonus earned by him during the last full fiscal year of his employment with us. In the event of termination of employment due to Mr. Lindahl's death or disability, he will receive a pro rated performance bonus for the year in which his death or disability occurs. If, within twelve months of a change in control, Mr. Lindahl's employment with our company is terminated for any reason, Mr. Lindahl will receive a severance payment equal to his then current annual base salary for the remaining term of the employment agreement or one year (whichever is later) and 50% of the performance bonus he is eligible to receive for the remaining term of the employment agreement. In addition, under these circumstances, some or all of Mr. Lindahl's outstanding options will vest.

Mr. Lindahl has agreed not to compete with us during the term of his employment and for a period of one year following his termination of employment, or, if he resigns before April 30, 2007, until April 30, 2008.

On February 2, 2004, we entered into an employment agreement with Allen Dittrich, pursuant to which he will serve as our Executive Vice President, Merchandising and Marketing. The employment agreement commences upon the conclusion of this offering and continues until April 30, 2007, unless earlier terminated by us or Mr. Dittrich, or if Mr. Dittrich becomes disabled or dies. Pursuant to the terms of the employment agreement, Mr. Dittrich will receive, among other things, (1) an initial annual base salary of $295,000, subject to annual increases as determined by the board of directors, (2) an annual performance bonus of up to 50% of his base salary and (3) an opportunity to receive options or other awards under our 2004 Omnibus Stock Plan.

In the event we terminate Mr. Dittrich's employment without cause, and if Mr. Dittrich signs a release of all claims against us, he will receive a severance payment in an amount equal to his then current annual base salary and performance bonus earned by him during the last full fiscal year of his employment with us. In the event of termination of employment due to Mr. Dittrich's death or disability, he will receive a pro rated performance bonus for the year in which his death or disability occurs. If, within twelve months of a change in control, Mr. Dittrich's employment with our company is terminated for any reason, Mr. Dittrich will receive a severance payment equal to his then current annual base salary for the remaining term of the employment agreement or one year (whichever is later) and 50% of the performance bonus he is eligible to receive for the remaining term of the employment agreement. In addition, under these circumstances, some or all of Mr. Dittrich's outstanding options will vest.

Mr. Dittrich has agreed not to compete with us during the term of his employment and for a period of one year following his termination of employment, or, if he resigns before April 30, 2007, until April 30, 2008.

On February 2, 2004, we entered into an employment agreement with Sharon Link, pursuant to which she will serve as our Senior Vice President, Finance and Administration. The employment agreement commences upon the conclusion of this offering and continues until April 30, 2007, unless earlier terminated by us or Ms. Link, or if Ms. Link becomes disabled or dies. Pursuant to the terms of the employment agreement, Ms. Link will receive, among other things, (1) an initial annual base salary of $200,000, subject to annual increases as determined by the board of directors, (2) an annual performance bonus of up to 50% of her base salary and (3) an opportunity to receive options or other awards under our 2004 Omnibus Stock Plan.

Minnesota		5940		41-1990949
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Title of Each Class of Securities to be Registered	Amount to Be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee


Common Stock, $.01 par value	5,750,000	$16.00	$92,000,000	$11,656.00(3)

	Per Share	Total


Offering price	$	$

Discounts and commissions to underwriters	$	$

Offering proceeds to Gander Mountain Company, before expenses	$	$

Common stock offered by us		5,000,000 shares
Common stock to be outstanding after the offering		12,638,175 shares
Use of proceeds		We intend to use $9.8 million of the net proceeds from this offering to repay all of our outstanding debt to Holiday Companies and the remainder to repay approximately $58.5 million in outstanding indebtedness under our credit facility. We intend to use our increased borrowing capacity under our credit facility to open new stores and for general working capital. See "Use of Proceeds" for more information.
Proposed Nasdaq National Market symbol		"GMTN"

	As of January 31, 2004
	Actual		As Adjusted(2)
	(in thousands)
Balance Sheet Data
Cash and cash equivalents	$	970	$	970
Inventories, net		180,361		180,361
Total assets		250,268		250,268
Borrowings under credit facility		102,058		43,548
Notes payable to affiliate, including current maturities		9,840		—
Total shareholders' equity	$	69,791	$	138,141

			As of January 31, 2004
			Actual			Pro Forma			Pro Forma As Adjusted
			(dollars in thousands)
Cash and cash equivalents			$	970		$	970		$	970

Short term debt			$	102,058		$	102,058		$	43,548
Long-term debt, including current portion				9,840			9,840			—
Shareholders' equity(1):
	Undesignated preferred stock, par value $0.01 per share: 382,393 shares authorized, no shares issued or outstanding, actual, and 5,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted			—			—			—
	Class A Nonvoting Convertible Preferred Stock, par value $0.01 per share: 50,000 shares authorized, issued and outstanding, actual, and no shares authorized, issued or outstanding, pro forma and pro forma as adjusted
	Class B Voting Convertible Preferred Stock, par value $0.01 per share: 34,725 shares authorized, issued and outstanding, actual, and no shares authorized, issued or outstanding, pro forma and pro forma as adjusted
	Class C Nonvoting Convertible Preferred Stock, par value $0.01 per share: 117,607 shares authorized, issued and outstanding, actual, and no shares authorized, issued or outstanding, pro forma and pro forma as adjusted
		Total for Class A Nonvoting Convertible Preferred Stock, Class B Voting Convertible Preferred Stock and Class C Nonvoting Convertible Preferred Stock		2			—			—
	Class A Voting Common Stock, par value $0.01 per share: 32,000,000 shares authorized, 544,320 shares issued and outstanding, actual, and no shares authorized, issued or outstanding, pro forma and pro forma as adjusted			5			—			—
	Class B Nonvoting Common Stock, par value $0.01 per share: 3,200,000 shares authorized, 428,928 shares issued and outstanding, actual, and no shares authorized, issued or outstanding, pro forma and pro forma as adjusted			4			—			—
	Common Stock, par value $0.01 per share: no shares authorized, actual, 100,000,000 shares authorized and 7,638,175 shares issued and outstanding, pro forma, and 100,000,000 shares authorized and 12,638,175 shares issued and outstanding, pro forma as adjusted			—			76			126
Additional paid-in capital				95,325			95,260			163,560
Notes receivable from shareholders				(4,100	)		(4,100	)		(4,100	)
Accumulated deficit				(21,445	)		(21,445	)		(21,445	)

	Total shareholders' equity			69,791			69,791			138,141

	Total capitalization (excluding cash)		$	181,689		$	181,689		$	181,689

Assumed initial public offering price per share			$	15.00
Pro forma net tangible book value per share as of January 31, 2004	$	8.79
Increase per share attributable to new investors		1.93

Pro forma net tangible book value per share after this offering				10.72

Dilution per share to new investors			$	4.28

		Shares Purchased			Total Consideration
		Shares Purchased			Total Consideration				Average Price Per Share
		Number	Percent		Amount		Percent		Average Price Per Share
Existing shareholders		7,638,175	60.4	%	$	136,017,000	64.5	%	$	17.81
New investors		5,000,000	39.6	%		75,000,000	35.5	%	$	15.00

	Total	12,638,175	100	%	$	211,017,000	100	%

		Payments due by pay period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
		(in thousands)
Long-term debt, including principal and interest		$	11,485	$	797	$	8,721	$	647	$	1,320
Operating leases			289,866		25,667		50,180		48,494		165,525
Purchase obligations			60,457		59,392		1,065		—		—

	Total	$	361,808	$	85,856	$	59,966	$	49,141	$	166,845

Merchandise Category	Representative Products		Key Brands
Hunting	•	Firearms: rifles, shotguns, handguns and ammunition	•	Browning, Remington, Winchester, Beretta, Ruger, Federal, Benelli, Kimber and Mossberg
	•	Optics: scopes, binoculars, range finders and shooting glasses	•	Leupold, Nikon, Bushnell, Gander Mountain Guide Series, Leica and Zeiss
	•	Archery: bows, arrow heads and shafts, quivers and accessories	•	Browning, Easton, Eastman Outdoors, Carbon Express, N.A.P., Tru-Glo, McKenzie, PSE and North America Archery
	•	Hunting equipment: decoys, tree-stands, cutlery, dog training, gun cases and gun vaults, and accessories	•	Avery, Gerber, Tritronics, Kolpin, Liberty, Hunter Specialty, OSM, Summit, Gorilla and Ameristep
Fishing and Marine	•	Rods, reels and electronics	•	St. Croix, Shimano, Loomis, Zebco, Gander Mountain Guide Series, Garmin and Lowrance
	•	Lures, nets, line, tackle boxes and ice fishing accessories	•	Rapala, Stren, Plano, Frabil, H.T. Enterprises and Lindy
	•	Fly fishing rods, reels and fly tying	•	Scientific Angler, St. Croix, Orvis, Remington and Cortland
	•	Marine: life jackets, trolling motors, tongue jacks and winches, trailer lights, boat seats and covers, anchors and boat hardware	•	Stearns, Minnkota, Fulton Performance Products, B&M, Mercury Marine and Atwood
Camping, Water Sports and Backyard	•	Sleeping bags, air mattresses, cots, tents and tarps, canoes and kayaks	•	Eureka, Coleman, Slumberjack, Kelty, Old Town and Gander Mountain Guide Series
Equipment	•	Backpacks, compasses, water filters and dried food	•	Katadyn, Jansport, Kelty, Mountain House and Silva
	•	Cookers, smokers and spices	•	Masterbuilt, Char Broil, Cajun Injections and Eastman

Apparel and Footwear	•	Fieldwear: outerwear, pants, shirts and accessories in various camouflage patterns and blaze orange for all seasons and conditions	•	Gander Mountain Guide Series, Real Tree, Mossy Oak, Browning, Columbia and Pella
	•	Sportswear: shirts, sweaters, pants, shorts, outerwear and accessories	•	Columbia, Gander Mountain Guide Series, Carhartt, Woolrich
	•	Field boots, hiking boots and pack boots	•	Lacrosse, Rocky and Vasque
ATV and ATV	•	ATVs	•	Arctic Cat and Bombardier
Accessories	•	ATV accessories: ramps, trailers, gun cases, luggage tie-down straps winches, plows, helmets and tires	•	Kolpin, Plano, Arctic Cat, Warn, Allen, Keeper, Fulton, Swisher, Carlisle, Classic Ace and Reese
Gifts and Cabin Decor	•	Furniture, bedding and linens, framed art, accents for home, books and maps, kids' gifts and DVDs and videos	•	Old Hickory, Marshfield, Big Sky Carver and Hadley Company (Terry Redlin)

Location			Date Opened
Iowa (2)
	Cedar Rapids		September 2000
	Davenport		September 2001
Minnesota (12)
	Minneapolis/St. Paul Metro Area (8)
		Maple Grove	September 1995
		Minnetonka	September 1997
		Woodbury	September 1997
		Fridley	May 1998
		Bloomington	August 1999
		Maplewood	September 2001
		Columbus Township*	September 2003
		Lakeville*	October 2003
	Duluth		May 1993
	St. Cloud		February 1994
	Rochester		September 1997
	Bemidji		April 2003
Wisconsin (14)
	Milwaukee Metro Area (3)
		Brookfield	October 1987
		Germantown	August 1999
		Franklin	October 1999
	Madison Metro Area (2)
		Madison	September 1992
		Madison West	August 2000
	Wilmot		1962
	Appleton		September 1991
	Eau Claire		July 1992
	La Crosse		May 1995
	Janesville		March 1999
	Green Bay		August 2000
	Sheboygan		September 2000
	Wausau*		October 2003
	Baraboo		November 2003
Illinois (3)
	Peoria		April 2001
	Rockford		September 2001
	Geneva (Chicago Metro Area)*		March 2003
New York (3)
	Henrietta (Rochester Metro Area)*		June 2003
	Tonawanda (Buffalo Metro Area)*		June 2003
	Middletown*		March 2004
Michigan (12)
	Detroit Metro Area (3)
		Utica	November 1994
		Taylor	June 1995
		Pontiac	August 1995
	Grand Rapids Metro Area (2)
		Grand Rapids	May 1995
		Grandville	March 2001
	Flint		October 1994
	Saginaw		May 1995
	Lansing		April 2000
	Kalamazoo		April 2000
	Traverse City		May 2000
	Port Huron		September 2000
	Marquette		March 2001
Indiana (2)
	Merrillville		October 1994
	Fort Wayne		April 2002
Ohio (8)
	Columbus Metro Area (2)
		Columbus	September 2001
		Reynoldsburg	September 2001
	Cleveland Metro Area (3)
		Mentor	September 2001
		Twinsburg	September 2001
		Sheffield	September 2001
	Toledo		August 1999
	Youngstown		August 1999
	Canton		August 2000
Pennsylvania (10)
	Pittsburgh Metro Area (4)
		West Mifflin	October 2001
		Robinson	November 2001
		Greensburg	August 2002
		Washington*	July 2003
	Erie		August 2000
	Scranton		March 2001
	Williamsport		April 2001
	Chambersburg		May 2001
	York		June 2001
	Harrisburg*		August 2003

			Number of Securities Underlying Unexercised Options at Fiscal Year-End (#)
					Value of Unexercised In-The-Money Options at Fiscal Year-End ($)
	Shares Acquired on Exercise (#)
Name		Value Realized ($)
Name		Value Realized ($)	Exercisable	Unexercisable	Exercisable	Unexercisable
Mark R. Baker	—	—	152,896	458,784	1,027,461	3,083,028
Allen L. Dittrich	—	—	113,472	0	652,464	—
Mark A. Bussard	—	—	0	12,800	—	134,784
David M. Strouse	—	—	0	9,600	—	101,088
Jeffrey R. Bergmann	—	—	0	9,600	—	101,088