The history hall of love and marriage is full of stories on

what attracted couple to each other. For Varner and J.D. Holmes, it

was their hypothalamus.

At least, that is what their past professor of Psychology at

Georgia Tech wanted them to believe. The Holmes met 34 years

ago while attending Georgia Institute of Technology in Atlanta.

Varner Blackshaw, a freshman, sat between her then boyfriend, Andy,

and J.D. Holmes, a junior in her psychology class.

One fateful day, their professor stated during a lesson that

within a few minutes he could successfully stimulate J.D.'s

hypothalamus and have him fall in love with Varner.

"As they say, the rest is history," J.D. said.

The comment by the professor may not have immediately

stimulated the pairs hypothalamus, however it did stimulate

conversation between the two which ultimately led to the beginning of

a successful marriage partnership.

Moving from the initial conversation to the altar wasn't quite

as easy as the story sounds. Varner's parents were not pleased with

the budding relationship as they thought Varner was too young

to "get attached" and they took steps to separate the couple. At the

direction of her folks, Varner transferred to Oglethorpe College.

After one quarter she managed to again go back to Georgia

Tech. Later, again as a result of her parents's prodding, she

transferred to the University of Georgia.

Finally, Mrs. Blackwell gave into the inevitable and gave

her blessing to the couple's marriage in 1964.

J.D. graduated from Tech with a degree in Mechanical

Engineering and went immediately into the Army as an officer. The

Holmes were stationed in El Paso, Texas at Ft. Bliss for two years.

Holmes had sworn when he graduated from Tech that

he would "never darken the steps of a school again." However,

while in the Army his interest in business and finance was piqued as

a result of some "recreational" reading of books on stocks and

finance.

Given J.D.'s family background many would believe his flair

for business came naturally. His family owned the then largest

automobile wrecker company in the world. The Ernest Holmes

Company, located in Chattanooga, Tenn., cornered approximately

70 percent of the world wrecker market.

Holmes' grandfather was the inventor of the "split

boom" wrecker. The unique two-boom wrecker allowed wreckers to

anchor to a tree or other sturdy object while hooking to the

vehicle to be towed. This innovation kept the wrecker from ending up in

the same ditch as the vehicle it was trying to pull out.

"There was never any question that I would go into the

family business when I got out of the Army," said J.D.

Continuing to exhibit a strong "thirst for business

knowledge," he attended seminars, took night courses at the University of

Tennessee and trained in all departments of the company. He

also decided to pursue his MBA, which he attained in 1972.

After he graduated, Varner opted to finish her degree,

adding one more college to the growing list. She obtained a degree in

psychology, graduating magna cum laude from the University of

Tennessee at Chattanooga in 1975.

In 1973, the Holmes company decided to sell. The business

had grown from $7 million in sales in 1966 to over $28 million in

1972. One year after the sale, J.D. lost his job as vice-president of

manufacturing as a result of new corporate philosophies. It was a

difficult time for Holmes as he had never had a resume, had never

interviewed or had to search for a job.

He signed on with a local foundry as the general

manager, not realizing at the time that the company was in serious

financial trouble. Seven months after starting, as a result of their

tremendous debt and a recession, he put the company into Chapter 11

bankruptcy. Three years later, he had successfully brought the

company out of bankruptcy and the business was sound. Unfortunately, he

was "burned out." He answered an ad in the Wall Street Journal for

a position in Scranton, Penn., and was selected from a group of

close to 400 applicants in 1978.

The Holmes family, which had grown to four, moved to Scranton on New Years Eve of 1978. Hired for his "turn-around" experience, J.D. was placed in charge of a division that had lost money for seven years.

Within three months he turned it around and it became a profitable.

"I was a surprised as they were," J.D. said.

Over the years J.D. had been mulling over an idea for a "mobile" auto shop. He had drawn plans, talked with friends and finally he decided the time was right to make a move

to independence. As he said, "I had lost more jobs than most people hold, however, I had learned a tremendous amount."

In 1979, Varner played "scout" and traveled to Atlanta to look for the best place to set up business and live. Her mother suggested she look at Peachtree City, then a very

small community. Varner "fell in love" with the city and the family made their last move in 1981.

They tried several variations of the "Motory," and attracted the interest of the biggest independent ad agency in Atlanta which handled Coca-Cola and other similarly large accounts.

The Holmes raised $200,000 in two weeks to start the company which initially worked "beautifully." They repositioned to the fleet market after a period of time and expanded the

company to Houston, Texas at the request of some of their customers. J.D. sold the company in 1983 and went to work for

Southwire as division manager.

The division had not been profitable for nine years and again, J.D. was expected to turn it around. In his first year he cut the losses almost in half and projected to bring it even lower in

the following year. The company wanted more and J.D. was again out of a work.

As Varner stated, "J.D. has never been good at corporate politics. He tells them what they need to hear, not what they want to hear."

With the encouragement of a local bank manager, J.D. shifted gears and became a successful "turn-around" consultant. During the course of his years as a consultant, J.D. had been

involved with three fitness clubs. His experience with the clubs taught him all of the pitfalls of owning or running an exercise facility.

Varner in the meantime, had become a "fitness junkie."

She and J.D. had been, at different times, members of Fantasy Fitness, Gold's Gym, Newnan Nautilus, Newnan Racquet & Fitness, and other local clubs. Many of the clubs were

short-lived. After the last two fitness centers closed in Peachtree City, J.D. and Varner tried to get a group together to start a "member-owned" club. They had some interest but not enough to move forward.

One day while out on her daily devotional walk on the bike trails, Varner had a fortuitous brain storm. She literally ran all the way home to ask J.D. why they couldn't start a club of their

own. Varner said, "J.D. got excited, he started crunching numbers and one month later we opened Club Peachtree in August 1989."

They began adding all the amenities most expect from a fitness center and within seven months, much faster than the industry standard, the club broke even. In 1992, they broke ground

on the new facility near the same location.

At the same time the Holmes were expanding, another club was venturing into the market in Westpark Walk. Within two years, the club was in financial trouble and the Holmes extended

an offer. They purchased Peachtree City Family Fitness, changing the name later to GymXpress. GymXpress, also highly successful, recently expanded and is now located on Ga. Highway

74 between the Hampton Inn and the newest golf-cart bridge at the entrance to Aberdeen Village Parkway.

In addition to their heavy involvement in the two fitness centers, J.D.'s ongoing consulting business and their other activities, the pair enjoy quality time with their children and grandchildren.

Daughter Heather Smallwood, born in 1966, lives in Lincolnton near Augusta. She and her husband Mike have three children, Drake, 6, Britt, 4 and Owen, 2. Their son Gavin, born in 1970,

lives in Avondale Estates with his wife, Kristie, and two dogs.

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