<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
Grand Adventures Tour & Travel Publishing Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 2000
To the Shareholders:
The Annual Meeting of Shareholders of Grand Adventures Tour & Travel
Publishing Corporation, an Oregon corporation, will be held at the offices of
the Company, 211 East 7th Street, 11th Floor, Austin, Texas 78701 on Monday,
June 5, 2000 at 10:00 a.m., local time, for the following purposes:
1. To elect four directors;
2. To vote on the reincorporation of the Company in Delaware to
be effected via a merger with a wholly owned subsidiary of the
Company to be formed under Delaware law;
3. To vote on increasing the number of shares authorized by the
Company's Qualified Stock Option Plan from 450,000 to 720,000;
4. To transact such other business as may properly come before
the meeting and all adjournments thereof.
The Board of Directors has fixed the close of business on Friday, April
21, 2000, as the record date for the determination of the shareholders entitled
to notice of, and to vote at, the Annual Meeting and all adjournments thereof.
By order of the Board of Directors,
/s/ MATTHEW O'HAYER
MATTHEW O'HAYER
Chief Executive Officer
May 4, 2000
EVEN IF YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED RETURN ENVELOPE, WHICH DOES NOT
REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. SHAREHOLDERS WHO ATTEND THE
MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.
1
<PAGE> 3
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Grand Adventures Tour & Travel Publishing Corporation (the "Company") for use at
the Annual Meeting of its shareholders to be held June 5, 2000 at 10:00 a.m. at
the offices of the Company, 211 East 7th Street, 11th Floor, Austin, Texas
78701. If the proxy is executed and returned to the Company, it nevertheless may
be revoked at any time before it is exercised either by written notice to the
Secretary of the Company or by attending the meeting and voting in person. If no
contrary instructions are indicated on the proxy, the proxy will be voted for
the election of the nominees herein as directors and in favor of the proposal to
reincorporate in Delaware and to increase the number of shares authorized by the
qualified stock option plan to 720,000 from 450,000. If matters other than those
mentioned herein properly come before the meeting, the proxy will be voted by
the persons named therein in a manner that they consider to be in the best
interest of the Company.
The Company's executive offices are located at 211 East 7th Street, 11th
Floor, Austin, Texas 78701. This Proxy Statement and the accompanying form of
proxy are first being sent to shareholders on or about May 15, 2000.
VOTING SECURITIES
The holders of record of the Company's Common Stock, par value $.0001 per
share, as of the close of business on April 21, 2000, will be entitled to vote,
either in person or by proxy, at the Annual Meeting and all adjournments
thereof. At the close of business on April 21, 2000, 3,024,883 shares were
issued and outstanding. A majority of the outstanding shares of Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. Each share is entitled to one vote per share on
all matters to be submitted to the vote of the shareholders. The Board knows of
no matters to be presented for consideration at the Annual Meeting other than
the election of directors, the merger to consummate the reincorporation of the
Company in Delaware and increase the number of shares authorized by the
qualified stock option plan to 720,000 from 450,000. The affirmative vote of the
holders of a majority of the shares entitled to vote which are present in person
or represented by proxy at the 2000 Annual Meeting is required to elect
directors and act on any other matters properly brought before the meeting. If
more persons than the number of director positions to be filled receive the
affirmative vote of a majority of shares entitled to vote at the meeting, then
the number of persons up to the number of directorships to be filled, who
receive the most votes, or a "plurality," will be elected as directors.
Shares represented by proxies which are marked "withhold authority" with
respect to any of the matters to be presented to the shareholders for their
approval at the annual meeting, and proxies which are marked to deny
discretionary authority on other matters, will be counted for the purpose of
determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby were
voted against such nominee or nominees, and against such other matters,
respectively. If a broker indicates on the proxy that it does not have
discretionary authority to vote on a particular matter, such shares will not be
considered present and entitled to vote with respect to that matter.
If the proxy is signed and returned without any direction given, shares
will be voted for the election of the Board's slate of nominees and in favor of
the proposals to reincorporate in Delaware and to increase the number of shares
authorized by the qualified stock option plan to 720,000 from 450,000.
HOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The table below indicates certain information as of April 21, 2000
regarding beneficial ownership of the shares by (i) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
issued and outstanding Common Stock on that date, (ii) each current director of
the Company, including the nominees for election as director, (iii) the
Company's President and Chief Executive Officer, (iv) each executive officer
named in the Summary Compensation Table ("the Named Executive Officers"), and
(v) all executive officers and directors as a group.
2
<PAGE> 4
<TABLE>
<CAPTION>
NATURE OF NUMBER OF SHARES PERCENTAGE OF
NAME OF PERSON OR GROUP OWNERSHIP (1) OWNED (2) OWNERSHIP
----------------------- ------------- --------- ---------
<S> <C> <C> <C>
Matthew O'Hayer Direct 559,144 18.5%
Joseph S. "Jay" Juba Direct 157,142 5.2%
Fernando Cruz Silva Direct 44,286 1.5%
Robert Sandner Direct 98,786 3.3%
Duane K. Boyd, Jr. Direct/Indirect 37,572 1.2%
All executive officers and
Directors as a Direct 896,930 29.7%
group (seven persons)
Options 244,286 8.1%
--------- --------
Total 1,141,216 37.8%
</TABLE>
(1) Individuals indicated have sole voting and investment power with respect to
shares indicated.
(2) Includes shares issuable upon exercise of options which are currently
exercisable or which become exercisable within 60 days.
PROPOSAL 1: ELECTION OF DIRECTORS - NOMINEES FOR DIRECTOR
The Articles and the Bylaws of the Company, as amended, provide that the
number of directors comprising the entire Board of Directors shall be determined
by the board of directors but shall be not less than one nor more than five.
Directors elected at the annual meeting will serve until the earlier of their
resignation or removal or the election of their successors at the next annual
meeting of the Company's shareholders.
The persons named in the enclosed form of proxy intend to vote such proxy
for the election of the nominees named below as directors of the Company, unless
the shareholder indicates on the form of proxy that the vote should be withheld
or a contrary director is indicated. If the proxy card is signed and returned
without any direction given, shares will be voted for the election of the
nominees as named below. The Board of Directors has no reason to doubt the
availability of the nominees and they have indicated their willingness to serve
if so elected. If the nominees should decline or be unable to serve, it is
intended that, at the discretion of the Board of Directors, either the size of
the Board will be reduced or the proxies will vote for a substitute nominee or
nominees designated by the Board of Directors.
The following table sets forth information as of April 21, 2000, concerning
the nominees for election as directors of the Company. Each director will hold
office until the earlier of the next annual stockholders' meeting or their
resignation or removal.
Matthew O'Hayer has served as Chairman and Chief Executive Officer of the
Company since the Merger and of Airfair since its inception. Mr. O'Hayer founded
Barter Exchange, Inc. (now known as BEI Holdings, Inc. "BEI") in 1983, served as
its President and Chief Executive Officer from its founding until 1995.
Robert Sandner has served as a director of Airfair since February 1996 and
of the Company since the Merger. A co-founder of BEI, Mr. Sandner has served as
director of BEI and Inventory Merchandising Services, Inc. ("IMS") throughout
the last five years. Mr. Sandner served as President of Cellular Resources, Inc.
of South Texas a cellular service provider based in Uvalde, Texas from its
inception in 1991 until its sale in August 1996. Prior to the organization of
Cellular Resources, Inc., Mr. Sandner held various offices within BEI and
operated a barter franchise office in San Antonio, Texas.
Robert G. Rader became a director of the Company as of February 3, 1998.
Since the founding of Capital West Securities, Inc. ("Capital West") in 1995,
Mr. Rader has served as its Senior Vice-President of Corporate Finance. Capital
West served as the managing underwriter of the Offering.
Duane K. Boyd, Jr. became a director of the Company as of July 8, 1998. Mr.
Boyd, a Certified Public Accountant, has served as Senior Vice President of
American Physicians Service Group, Inc. ("APS") since July 1991. APS through its
affiliates and subsidiaries provides health care and financial related services
to individuals and institutions. From 1974 to 1991, Mr. Boyd was with KPMG Peat
Marwick. He was a partner with that firm from 1982 until 1991.
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<PAGE> 5
PROPOSAL 2: REINCORPORATION IN DELAWARE
The Company proposes to reincorporate in the State of Delaware.
Explanation - The Company is currently incorporated in the State of Oregon.
As such, it is subject to the laws and regulations of the State of Oregon with
regard to its capital structure, shareholder relations and general corporate
administration. The Directors believe that there are advantages to both the
Company and its shareholders to reincorporate in the State of Delaware. Most
significantly, the Delaware laws are well known in the investment community
while the Oregon laws are not as well known. The reincorporation will not effect
the current shareholders' ownership nor will it dilute the current shareholders'
ownership percentages.
The reincorporation will be effected via a merger between the Company and a
wholly owned subsidiary of the Company incorporated under the laws of the State
of Delaware. A copy of the certificate of incorporation of the surviving
Delaware corporation is attached as an exhibit to this proxy statement (the name
of the surviving company will be changed to "Grand Adventure Tour & Travel
Publishing Corporation" after the merger is consummated). There are no material
differences between the Oregon articles of incorporation and the Delaware
certificate of incorporation.
A complete copy of the Bylaws is available from the Company without charge.
Written requests should be sent to the Company at its business address which is
211 E. 7th St., Suite 1100, Austin, TX 78701 attention Investor Relations.
Telephonic requests should be made to Lisa Luttrull at 512-391-2031.
Pursuant to the Merger, the wholly owned subsidiary (hereinafter referred
to as "Newco") will be the surviving corporation and current holders of the
Company's Common Stock (the "Current Company Stock") will receive shares of
Newco Stock and thereby become stockholders of Newco. Although both the Current
Company Stock and Newco Stock are designated as "common stock" of the respective
corporations, there are material differences between the rights of a holder of
Current Company Stock and the rights conferred upon a holder of Newco Stock,
resulting from the fact that Newco is a Delaware corporation subject to Delaware
Law and with a certificate of incorporation and bylaws adopted pursuant to
Delaware Law while the Company is an Oregon corporation subject to the Oregon
Business Corporation Act ("Oregon Law") with articles of incorporation and
bylaws adopted pursuant to Oregon Law. Delaware Law and Oregon Law differ in
many respects. Many of these differences are procedural in nature but others
will have a more significant impact on the rights of the Company Stockholders.
The following discussion is a summary of certain significant differences in such
laws that may affect the rights and interest of the Company Stockholders as a
result of the Merger.
THE FOLLOWING IS ONLY A SUMMARY OF THOSE PROVISIONS OF DELAWARE LAW AND
OREGON LAW THAT THE DIRECTORS OF THE COMPANY HAVE DEEMED TO BE SIGNIFICANT TO
THE CHANGES IN THE RIGHTS AND INTERESTS OF THE COMPANY STOCKHOLDERS AND DOES NOT
PURPORT TO BE COMPLETE. THE SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THIS
REFERENCE TO THE COMPLETE PROVISIONS OF DELAWARE LAW AND OREGON LAW.
Board of Directors
Delaware Law and Oregon Law contain similar provisions governing the
election and authority of the directors of a corporation. Under both Delaware
Law and Oregon Law, a board of directors consists of one or more members.
Currently, the Company bylaws provide for such number of directors as the board
determines; following the Merger, Newco's bylaws shall provide for a similar
method of determining the size of the board of directors. Under both Delaware
and Oregon Law, a director may be removed with or without cause by the
stockholders.
Both Delaware Law and Oregon Law specify that a majority of the directors
constitutes a quorum, a majority of such quorum can approve corporate action,
teleconference meetings are allowed, and an action may be taken without meeting
if all directors sign a resolution to that effect. Presently, the governing
instruments of neither the Company nor Newco provide for a classified board but
specify that directors are elected for a one-year term at the annual meeting of
the stockholders. Oregon law provides that if there are more than six directors,
the bylaws of an Oregon corporation may provide for staggered terms for
directors.
Under Oregon Law, directors are elected by a plurality of the votes cast by
the shares entitled to vote for such election at a meeting of the stockholders
at which a quorum is present. Neither corporation's governing instruments permit
cumulative voting in the election of directors, although both Delaware Law and
Oregon Law allow for cumulative voting.
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<PAGE> 6
Stockholder Voting
Both Delaware and Oregon Law require that a corporation obtain stockholder
approval before engaging in certain transactions, specifically those
transactions that result in a merger or reorganization of a corporation or the
disposition of substantially all of the assets held by a corporation.
Stockholders may consider matters at either an annual meeting of the
stockholders or at a special meeting called for a specific purpose. The
president or directors of either corporation may call special meetings of the
stockholders. Special meetings may also be called at the request of the
stockholders. Oregon Law provides that a special meeting of the stockholders
must be called on written demand of stockholders holding at least 10% of the
outstanding stock of the Company entitled to be cast on any matter proposed to
be considered at such special meeting. Under both Delaware and Oregon Law,
notice must be provided to stockholders not less than 10 nor more than 60 days
before any meeting can be held.
A quorum must be present at an annual or special meeting in order for
action to be taken by the stockholders. Under both Delaware and Oregon Law, a
quorum is present if stockholders are present in person or by proxy holding a
majority of the outstanding shares of stock entitled to vote at such meeting.
Except in certain circumstances, under Delaware Law and the bylaws of Newco, a
matter is approved if it is approved by a majority of the shares comprising the
quorum. Except in certain circumstances, under Oregon Law and the Company's
bylaws, a matter is approved if more shares are voted in favor than are voted
against such matter.
Both Delaware and Oregon Law allow for stockholders to take action without
a meeting by consenting to such action in writing. Under Delaware Law, such a
written consent is effective if it is executed by stockholders holding at least
as many shares as would be required to approve the action at a meeting in which
all stockholders entitled to vote were present. Under Oregon Law and the
Company's bylaws, a written consent is effective only if it is signed by the
holders of all outstanding shares entitled to vote on the subject matter.
Authorization of Stock
Newco will be authorized to issue 30,000,000 shares of common stock and
3,000,000 shares of preferred stock. The Company is authorized to issue
30,000,000 shares of the Current Common Stock and 10,000,000 shares of preferred
stock. Both the Newco Stock and Riley/GATT Stock have all rights generally
attributable to common stock, including the right to share in the profits of the
corporation and to vote on matters as provided by applicable corporate law.
Authorized but unissued shares of stock may be issued from time to time by the
board of directors or the applicable corporation without further shareholder
action.
The preferred stock of Newco may be issued from time to time and in one or
more series, as determined by the board of directors. The board of directors
shall have the power to designate the preferences, limitations, and relative
rights of each series of preferred stock.
Amendment of Bylaws
The bylaws of both Newco and the Company may be altered, amended, or
repealed or new bylaws adopted by their respective board of directors or by
their shareholders at any regular meeting of the board of directors or
shareholder or any special meeting called for such purpose.
Limitation on Liability of Directors
Newco's certificate of incorporation contains a provision limiting the
liability of directors as permitted under Delaware Law. Such provision provides
that directors shall not be personally liable to the corporation or the
shareholders for monetary damages for breach of any fiduciary duty as a
director, except (i) for any breach of the duty of loyalty to the corporation or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) for liability under
section 174 of the General Corporation Law of Delaware as it may from time to
time be amended, or (iv) for any transaction from which a director derived an
improper personal benefit. The Company's articles of incorporation in Oregon
contain a similar provision limiting liability of directors, as well as a
further provision that allow for such indemnification to the fullest extent
permitted by Oregon Law, as it may be later amended by the state of Oregon.
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<PAGE> 7
The boards of directors of both Newco and the Company believe that the
provision limiting the board of directors for liability for monetary damages is
in the best interests of Stockholders of Newco and the Company because it
enhances each corporation's ability to attract and maintain qualified
individuals to serve as directors by assuring directors and potential directors
that their good faith decisions will not expose them to liability. Each board of
directors believes that the diligence of directors is the result of a desire to
act in the best interests of the corporation and not from a fear of monetary
damage awards.
The Company's articles of incorporation in Oregon contain a provision
indemnifying the Company's officers and directors for certain liabilities to
which they may be subjected as a result of their service to the Company.
Newco's certificate of incorporation will contain no such provision but Newco's
bylaws will provide for indemnification similar to that made available to
officers and directors under the Oregon charter and under Oregon law.
Business Combinations with Interested Stockholders
Section 203 of the Delaware Law prohibits a corporation from engaging in
certain transactions with stockholders that own more than 15% of the outstanding
voting stock of a corporation for a period of two years after such stockholder
acquires such ownership. Oregon Law contains a similar provision prohibiting
corporations from engaging in certain transactions with stockholders that own
more than 20% of the outstanding voting stock of a corporation for a period of
three years after such stockholder acquires such ownership.
Short Form Mergers
Delaware Law provides that a subsidiary corporation may be merged into a
parent corporation or the parent corporation into the subsidiary corporation
without approval of the stockholders. Oregon Law contains a similar provision
for merging a subsidiary corporation into a parent corporation, but does not
contain a corresponding provision for merging a parent corporation into a
subsidiary corporation. Accordingly, although this reincorporation merger must
be approved by the Company's Stockholders, if management later determines that
it is appropriate to combine or merge Newco with a new subsidiary, such
combination or merger will not require stockholder approval.
PROPOSAL 3: INCREASE THE NUMBER OF AUTHORIZED SHARES IN THE QUALIFIED STOCK
OPTION PLAN
The Company proposes to increase the number of authorized shares in its
Qualified Stock Option Plan from 450,000 to 720,000.
Explanation - The Company has found that the Qualified Stock Option Plan is
a valuable tool in the recruitment and retention of quality employees. The Plan
currently authorizes options for 450,000 shares of common stock, of which
323,409 are issued and outstanding. The Company believes that, in order to
achieve its growth targets, it will be necessary to continue to grant options to
employees and that the current limit will be exceeded within the next two years.
To avoid any concerns about the availability of sufficient options and to permit
the Company to issue such options as management feels appropriate, the Company
proposes to increase the allowable options at this time. All other terms of the
Qualified Stock Option Plan will remain the same. A complete copy of the Plan is
available from the Company without charge. Written requests should be sent to
the Company at its business address which is 211 E. 7th St., Suite 1100, Austin,
TX 78701 attention Investor Relations. Telephonic requests should be made to
Lisa Luttrull at 512-391-2031.
COMPENSATION OF DIRECTORS
The Company does not currently compensate directors in cash for any services
provided as a director. Directors were granted a total of 105,000 of
non-qualified stock options on July 1, 1998 at an exercise price of $5.00 per
share. These options vest over 2 years with 1/2 of the options vesting on July
1, 1998 and the remaining 1/2 vesting on July 1, 1999. On June 21, 1999, three
Directors (Boyd, Rader and Sandner) were granted an additional 7,500 options
each at an exercise price of $1.75 per share. These options vest over two years
with 1/2 of the options vesting on July 1, 1999 and the remaining 1/2 on July 1,
2000.
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<PAGE> 8
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
The following table sets forth information concerning the directors and
executive officers of the Company and their age and position with the Company.
Each director holds office until the next annual stockholders' meeting and
thereafter until the individual's successor is elected and qualified. Officers
serve at the pleasure of the board of directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------- --- ----------------------------------
<S> <C> <C>
Matthew O'Hayer................. 45 Chairman, Chief Executive Officer
Joseph S. ("Jay") Juba.......... 36 President, Chief Operating Officer, Secretary
Robert R. Roe................... 52 Chief Financial Officer, Vice President
Fernando Cruz Silva............. 41 Senior Vice President of Sales & Marketing
Patti Macchi.................... 54 Vice President of Cruise Sales & Marketing
Robert Sandner.................. 46 Director
Robert G. Rader................. 64 Director
Duane K. Boyd, Jr............... 55 Director
</TABLE>
MATTHEW O'HAYER'S biographical information is set forth above relative to
his status as a director and a nominee for election as director.
JOSEPH S. ("JAY") JUBA has served as President and Chief Operating Officer
of the Company since the Merger and of Airfair since its inception. He was
elected to the same offices of BEI in January, 1996. Mr. Juba joined BEI in 1991
as Director of Advertising after working for more than five years in the
advertising industry. From May 1994 through December 1995, Mr. Juba served as
Senior Vice President of BEI.
ROBERT R. ROE, a Certified Public Accountant, has served as Chief Financial
Officer and Vice President of the Company since November 1999. Mr. Roe provided
consulting services with respect to accounting from August 1999 through November
1999. From August 1997 through August 1999, Mr. Roe was a business and
management consultant to Austin, Texas area businesses. From 1991 through August
1997, he was President and Chief Financial Officer of Uniglobe Travel (Midwest)
in Chicago. Uniglobe is the world's largest travel franchise organization. Prior
to 1991, Mr. Roe practiced public accounting as a partner in a Minneapolis CPA
firm.
FERNANDO CRUZ SILVA, serves as Senior Vice President of Sales and
Marketing. Prior to joining Airfair in January 1996, Mr. Silva held the same
titles at Inventory Merchandising Services, Inc. ("IMS"), a subsidiary of BEI.
Mr. Silva became employed by IMS in May of 1994 after having worked as Director
of Sales and Marketing at the Fiesta Americana Hotel in Cancun, Mexico, and the
Las Brisas resort in Acapulco, Mexico and served in senior sales capacities at
the Hyatt and Fiesta Americana hotels in Puerto Vallarta, Mexico City, and
Cancun.
PATTI MACCHI is Vice President of Sales for the Company but also
contributes editing and marketing expertise to the magazine. Ms. Macchi joined
the Company in 1990 after working for six years with Norwegian Caribbean Line.
Ms. Macchi is responsible for negotiating rates and maintaining relationships
with the 27 cruise lines represented in the Company's product offering.
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<PAGE> 9
EXECUTIVE COMPENSATION
The following table reflects compensation paid to the two most highly
compensated executive officers of the Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
AWARDS
------
PAYOUTS
-------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME & ------------------- STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL SALARY BONUS OTHER AWARD OPTIONS PAYOUTS COMPENSATION
POSITION YR ($) ($) ($) ($) SARS(#) ($) ($)
- --------- -- ------ ----- ----- ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Matthew O'Hayer 1999 $133,865 $0 $0 $0 $0 $0
Chairman & CEO
Joseph S. ("Jay") Juba 1999 $ 89,560 $0 $0 $0 $0 $0
President, COO
and Secretary
</TABLE>
EMPLOYMENT CONTRACTS
Matthew O'Hayer, who serves as the Company's Chairman of the Board and
Chief Executive Officer is not party to an employment agreement with the Company
or any affiliate thereof.
Joseph S. Juba, the President and Chief Operating Officer of the Company
has signed an employment agreement, The following is a description of the terms
and conditions of Mr. Juba's employment agreement which was entered into March
1, 1995:
Mr. Juba is paid a base salary which increases 7% annually, and a bonus
equal to 2% of the Company's annual pre-tax net income, based upon audited
financial statements. Although calculated on an annual basis, the bonus is
payable in quarterly draws of up to 50% of bonus due with respect to each
quarter's net income (the balance of the bonus is payable {upon completion
of the Company's audit). Mr. Juba is subject to three-year prohibitions
(commencing with the date of employment termination) on competition,
non-disclosure and non-use of proprietary information, contact with current
or future customers or interference with the Company's relationship with
any current or future customers, but if terminated without cause, the
prohibitions on competition and interference are terminated. If the Company
Mr. Juba's employment without cause or if the Company materially reduces
Mr. Juba's responsibilities, (i) Mr. Juba is to be paid all non-salary
monetary compensation accrued through the date of termination and (ii) Mr.
Juba is to receive, for a period of months equal to the number of years of
Mr. Juba's service to the Company, or any of its predecessor, since
September 5, 1991, a monthly cash severance payment equal to the highest
monthly salary paid to the employee. Mr. Juba is indemnified against any
lawsuits or claims by any third party arising out of any action taken in
good faith by Mr. Juba in the performance of his duties.
INDEPENDENT AUDITORS
The Company is presently utilizing the services of Andersen, Andersen &
Strong, independent auditors, which has been the Company's auditor since 1996.
Representatives of Andersen, Andersen & Strong are not expected to be present at
the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder proposals intending to be presented at the 2001 Annual
Meeting must be received by the Company at its principal executive offices no
later than December 16, 2000, in order to be considered for inclusion in the
proxy materials.
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<PAGE> 10
OTHER MATTERS
As stated elsewhere herein, the Board of Directors knows of no other
matters to be presented for consideration at the Annual Meeting. If any other
matter shall properly come before the meeting, the persons named in the
accompanying form of proxy intend to vote on such matters in accordance with
their judgement.
The expense of preparing, printing and mailing the proxy materials to the
holders of the Company's shares will be borne by the Company. The Company will
also reimburse brokerage houses and other nominees for their reasonable expenses
in forwarding proxy materials to beneficial owners of the common shares.
9
<PAGE> 11
CERTIFICATE OF INCORPORATION
OF
GATT NEWCO, INC.
FIRST: The name of the corporation is GATT NEWCO, INC.
SECOND: The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in
New Castle County, Delaware. The name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares which the corporation shall have
authority to issue is 33,000,000 all being with $0.0001 par value. The
corporation may issue a total of 30,000,000 shares as Common Stock and may issue
a total of 3,000,000 shares as Class A Preferred Stock. Each share of such
Common Stock shall have identical rights and privileges in every respect. The
Class A Preferred Stock authorized by this Certificate may be issued from time
to time in series. In accordance with the provisions of Section 151 of the
Delaware General Corporation Law, the Board of Directors of the corporation
shall have the right and authority, by resolution duly adopted, to designate a
series and to fix the number of shares of Class A Preferred Stock within any
such series, as well as the preferences and relative, participating, option or
other special rights, including voting rights, and qualifications, limitations
or restrictions, of the shares within each such series of the Class A Preferred
Stock. The preferences, rights, and qualifications, limitations or restrictions,
of any series
<PAGE> 12
of Class A Preferred Stock, as fixed by the Board of Directors of the
corporation, need not be identical to those of any other series.
FIFTH: The name of the incorporator is Vince Mouer, and his mailing
address is c/o Kuperman, Orr, Mouer & Albers, P.C., 811 Barton Springs Road,
Suite 730 Austin, Texas 78704.
SIXTH: The name and mailing addresses of the directors, who shall serve
until the first annual meeting of stockholders or until their successors are
elected and qualified, are as follows:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Matthew O'Hayer 211 W. 7th Street, 11th Floor
Austin, Texas 78701
Robert Rader 211 W. 7th Street, 11th Floor
Austin, Texas 78701
Robert Sandner 211 W. 7th Street, 11th Floor
Austin, Texas 78701
Duane K. Boyd 211 W. 7th Street, 11th Floor
Austin, Texas 78701
</TABLE>
The number of directors of the corporation shall be as specified in, or
determined in the manner provided in, the bylaws. Election of directors need not
be by written ballot.
SEVENTH: In furtherance of, and not in limitation of, the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of
2
<PAGE> 13
creditors, and/or of the stockholders or class of stockholders of the
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the corporation, as the case
may be, and also on the corporation.
NINTH: No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. In addition to the circumstances in which a director of the
corporation is not personally liable as set forth in the preceding sentence, a
director of the corporation shall not be liable to the fullest extent permitted
by any amendment to the Delaware General Corporation Law hereafter enacted that
further limits the liability of a director.
TENTH: The corporation shall have the right, subject to any express
provisions or restrictions contained in this certificate of incorporation or
bylaws of the corporation, from time to time, to amend this certificate of
incorporation or any provision hereof in any manner now or hereafter provided by
law, and all rights and powers of any kind conferred upon a director or
stockholder of this corporation by this certificate of incorporation or any
amendment hereof are subject to such right of the corporation.
I, the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Delaware General Corporation
Law, do make this certificate, hereby declaring
3
<PAGE> 14
that this is my act and deed and that the facts herein stated are true, and
accordingly have hereunto set my hand this 9th day of May, 2000.
Vince Mouer
Incorporator
4
<PAGE> 15
PROXY
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
JUNE 5, 2000 AT 10:00 A.M.
211 EAST 7TH STREET, 11TH FLOOR, AUSTIN, TEXAS 78701
The undersigned hereby appoints Matthew O'Hayer and Joseph S. Juba, or either of
them, as Proxies, each with full power of substitution, to represent and to
vote, as designated herein, all shares of Common Stock of Grand Adventures Tour
& Travel Publishing Corporation (the "Company") held of record by the
undersigned on April 21, 2000, at the Annual Meeting of Shareholders to be held
on June 5, 2000, and any adjournment thereof.
(change of address)
- ------------------------------------------ PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY
- ------------------------------------------ CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
- ------------------------------------------
If your address has changed please provide
new address and mark the box on the (Continued and to be signed
reverse side of this card. on the other side)
<PAGE> 16
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
GRAND ADVENTURES TOUR & TRAVEL PUBLISHING CORPORATION
JUNE 5, 2000
o Please Detach and Mail in the Envelope Provided o
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR
All Except as WITHHOLD
Noted Below from all
1. ELECTION
OF [ ] [ ] NOMINEES: MATTHEW O'HAYER
DIRECTORS ROBERT SANDNER
ROBERT G. RADER
DUANE K. BOYD, JR.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME AT RIGHT.)
FOR AGAINST ABSTAIN
2. Reincorporation in Delaware [ ] [ ] [ ]
3. Increase authorized common shares in Qualified
Stock Option Plan from 450,000 shares to [ ] [ ] [ ]
720,000 shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
LISTED NOMINEES.
Change of Address Provided [ ]
This proxy is solicited on behalf of the Board of Directors.
Signature(s): Dated: , 2000
---------------------------------------------- ---------
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
