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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 3, 1997
----------------
RMS TITANIC, INC.
--------------------------------------------------
(Exact Name of Registrant as specified in charter)
Florida 000-24452 59-2753162
- ------------------------- ------------ -------------------
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
17 Battery Place, Suite 203
New York, New York 10004
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 558-6300
----------------
- --------------------------------------------------------------
(Former name or former address, if changed since last report.)
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Item 5
As a result of the Principal Accounting Officer and a majority of the
Board of Directors of the registrant declining to execute the registrant's Form
10-K for its fiscal year ended February 28, 1997 (the "Form 10-K"), the
registrant is filing as an exhibit hereto the form of Form 10-K that was
approved for filing by the Principal Executive Officer and a director of the
registrant. By written consent of a majority of shareholders dated May 1, 1997,
Messrs. Gasparrini, Vitti, Duffy and Slavitt have been removed as directors of
the registrant, with such removal to become effective twenty (20) days after
distribution of an Information Statement in accordance with the provisions of
the Securities Act of 1934, as amended. Mr. Vitti also serves as the
registrant's Principal Accounting Officer. All four of such individuals have
declined to sign the Form 10-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RMS TITANIC, INC.
Dated: July 3, 1997 /s/ George Tulloch
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George Tulloch
President and Principal Executive Officer
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EXHIBIT INDEX
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Exhibit 99. Form 10-K for the fiscal year ended February 28, 1997.
<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ________________
Commission File No. 000-24452
RMS TITANIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 59-2753162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 Battery Place, New York, New York 10004
Address of principal executive offices
Issuer's telephone number, including area code: (212) 558-6300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001 per share
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
- --
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ].
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, as of June 12, 1997, was: $2,838,049.
The number of shares outstanding of each of the registrant's classes of
common stock, as of June 11, 1997, were:
<TABLE>
<CAPTION>
NUMBER OF SHARES
TITLE OF EACH CLASS OUTSTANDING
<S> <C> <C>
Common Stock, par value $.0001
per share 16,192,119
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE
SECURITIES LITIGATION REFORM ACT OF 1995
Except for historical information contained herein, this Annual Report
on Form 10-K contains forward-looking statements within the meaning of the
Private Securities Reform Act of 1995 which involve certain risks and
uncertainties. The Company's actual results or outcomes may differ materially
from those anticipated. Important facts that the Company believes might cause
such differences are discussed in the cautionary statements accompanying the
forward-looking statements and under in Item 7 "Managements's Discussion and
Analysis of Financial Conditions and Operations." Although the Company believes
that the assumptions underlying the forward-looking statements contained herein
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements contained in the Report
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives and plans of the Company will be achieved.
ITEM 1. BUSINESS
BACKGROUND
On May 4, 1993, RMS Titanic, Inc., formerly known as First Response
Medical, Inc., acquired all of the assets and assumed all of the liabilities of
Titanic Ventures Limited Partnership ("TVLP"), a Connecticut limited partnership
(the "Acquisition"). References to the "Company" in this Report relate to TVLP
prior to the acquisition and the combined entities of TVLP and RMS Titanic, Inc.
after the Acquisition.
Pursuant to a judgment entered in the Federal District Court for the
Eastern District of Virginia on June 7, 1994, the Company was declared
salvor-in-possession of the vessel RMS Titanic (the "Titanic"), the sole and
exclusive owner of any items recovered from the Titanic and, so long as the
Company is salvor-in-possession, the sole and exclusive owner of items recovered
from the Titanic in the future (the "Order"). By order dated May 10, 1996, the
Federal District Court for the Eastern District of Virginia denied a motion
instituted by a third-party seeking rescission of the rights granted to the
Company by the Order. On August 13, 1996, the Court amended such May 10, 1996
order so as to include the award of exclusive rights to photograph the Titanic
within the award of salvor-in-possession status. See "Salvage Rights" below.
The Company was formed in 1987 for the purposes of exploring the wreck
and surrounding oceanic areas of the Titanic, which sank in 1912 and lies more
than 12,500 feet below the surface of the Atlantic Ocean approximately 400 miles
off the coast of Newfoundland; obtaining oceanic material and scientific data
available therefrom in various forms, including still and moving photography and
artifacts from the wreck site; and utilizing such data and artifacts for
historical verification, scientific education and public awareness and in
revenue-producing activities such as touring exhibitions, television programs
and the sales of still photography. In August 1987, the Company contracted with
the Institute of France for the Research and Exploration of the Sea
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("IFREMER") to conduct an expedition and dive to the wreck of the Titanic.
Utilizing state-of-the-art technology of IFREMER, which is the French
Government's, and the world's largest, oceanographic institute, approximately
sixty (60) days of research and recovery operations were performed at the
Titanic wreck site through the use of a manned submersible NAUTILE.
Approximately 1800 objects were recovered during the course of thirty-two (32)
dives on such 1987 expedition. The recovered objects were conserved and
preserved by Electricite de France ("EDF"), the French government-owned utility.
In addition to the recovered objects, the Company's 1987 expedition also
produced approximately 140 hours of videotape footage and an estimated 7,000
still photographs from the wreck site.
In June 1993, the Company successfully completed its second expedition
to the Titanic wreck site, recovering approximately 800 artifacts and producing
approximately 105 hours of videotape footage during the course of fifteen (15)
dives. In July 1994, the Company recovered over 1,000 objects and produced
approximately 125 hours of videotape footage during its third expedition to the
Titanic wreck site. In August 1996, the Company recovered 74 objects and
produced approximately 125 hours of videotape footage during its fourth
expedition to the Titanic wreck site. In cooperation with the Company, Discovery
Communications, Inc. produced three (3) hours of television programming based
upon the Company's activities and various scientific studies that were
undertaken during the 1996 expedition. Two hours of this programming, presented
in "Titanic: Anatomy of A Disaster," was the highest rated program in the
history of The Discovery Channel when it aired in April 1997. In addition to
obtaining videotape footage for the television productions, a substantial
portion of the 1996 expedition was devoted to the recovery of a section of the
Titanic hull, measuring approximately 23 feet by 18 feet and weighing
approximately 20 tons, from the debris field surrounding the wreck (the "Hull
Piece"). Although the Company raised the Hull Piece to within approximately 200
feet of the surface of the ocean, efforts to recover this object were
unsuccessful as a result of stormy weather conditions and resulting ocean
turbulence.
The Company's 1993, 1994 and 1996 Titanic expeditions were also
conducted pursuant to a charter agreement with IFREMER. The objects recovered in
the 1993, 1994 and 1996 expeditions were transported to a privately-owned
conservation laboratory in France for restoration and/or preservation processes
in preparation for exhibition.
Three exhibitions of objects recovered from the Titanic are
concurrently being presented in association with the Company in Memphis,
Tennessee (from April 3, 1997 to September 30, 1997), Hamburg, Germany (from May
8, 1997 to November 9, 1997), and at the Queen Mary in Long Beach, California
(from May 31, 1997 to January 5, 1998). The exhibition presented in Memphis,
Tennessee will travel to and be presented in St. Petersburg, Florida from
November 15, 1997 to May 15, 1998.
PLAN OF OPERATIONS
The Titanic has captivated the thoughts and imagination of millions of
people throughout the world for the decades since 1912, when it struck an
iceberg and sank in the North Atlantic, causing the loss of more than 1500 of
the 2207 lives on board. The depth of the abiding international
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interest in the Titanic over the more than eighty-five years since its sinking
is reflected by a prodigious volume of works that have been published about all
facets of its story, the production of feature length movies and plays about its
tragic voyage, and the broadcast of television programs about its 1985 discovery
and scientific examinations of the wreck approximately two and one-half miles
below the surface of the ocean. As the only entity that has recovered and
conserved items from the Titanic, the Company is in the unique position to
present, in a previously untold manner, a visible and tangible perception of the
Titanic by the exhibition of these artifacts to the general public. Management
of the Company intends to present such exhibitions throughout the world, and to
thereafter establish a permanent museum for the display of the Titanic
artifacts, in an enlightening and dignified manner that embodies respect for
those who lost their lives and embraces the advances in science that have
permitted the memory of the Titanic to be physically presented to current and
future generations. The principal sources of revenues of the Company are
expected to be ticket sales for admission to exhibitions, merchandising
revenues, licensing revenues and sponsorship revenues.
The long-term intent of the Company's research and recovery program is
to keep the artifacts recovered from the Titanic together as a "collection" and
make them available for exhibition to the public. Pursuant to its charter
agreements with IFREMER, the Company has agreed that the "collection" of
artifacts would not be sold by the Company to any individual or private
collector. However, if it became necessary to protect the interests of the
Company, all of the artifacts as a "collection" could be sold to an entity that
would make them available for exhibition to the public, subject to the
restrictions of the Company's agreement with IFREMER. Such agreement defines
"artifact" as any object that was either a part of the Titanic or a possession
of a person on board. Coins, coal, currency, diamonds (non-jewelry), precious
metals, and gem stones are not considered artifacts for purposes of the IFREMER
agreements.
PRELUDE EXHIBITION
On October 4, 1994, the Company and the National Maritime Museum opened
The Wreck of the Titanic exhibition at the National Maritime Museum. This
exhibition, which was presented as a prelude to the Company's planned worldwide
exhibition tour to be presented in association with the National Maritime
Museum, was scheduled to conclude on April 2, 1995. In March 1995, such prelude
exhibition was extended to October 1, 1995. A record-breaking number of people
visited the National Maritime Museum during the Prelude Exhibition, with
approximately 720,000 people having been admitted to the Museum during its term
of presentation.
The Wreck of the Titanic exhibition featured the first major
presentation of artifacts recovered from the debris field surrounding the
Titanic wreck site. Approximately 150 artifacts were exhibited in an area
approximating 5,000 square feet. This exhibition, which covered several themes,
including the history of the Titanic, searching for and discovering the wreck,
the 1987, 1993 and 1994 recovery expeditions, artifact conservation and
preservation, and the contemplated world tour, also included a 4-meter model of
the bow section of the wreck, a one-third scale model of the Nautile (the
high-technology manned submersible used to explore the wreck site and recover
artifacts), and previously unseen footage of the wreck site. The principal
obligations of the
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Company with respect to the Prelude Exhibition were to make the Titanic
artifacts available for the term of such exhibit; provide photographs, video
footage and other information relating to the recovery of the Titanic artifacts;
provide models and plans of the worldwide exhibition for display in the Prelude
Exhibition; and to consult with the National Maritime Museum with respect to the
design and content of the Prelude Exhibition. The National Maritime Museum was
responsible for the design, fabrication and operation of the Prelude Exhibition.
Pursuant to the Prelude Exhibition agreement, the Company and the
National Maritime Museum equally shared all revenues from ticket sales through
April 2, 1995, net of value added tax, refunds and commissions ("Net Revenue"),
after recoupment by the National Maritime Museum of its costs and adjustments,
up to a maximum of pound sterling 600,000, incurred in connection with the
design and construction of the exhibition. Pursuant to the agreement, extending
the prelude exhibition from April 2, 1995 through October 1, 1995, the Company
received twenty (20%) percent of the Net Revenue. The Company's share of the Net
Revenues derived from the Prelude Exhibition amounted to $650,071 during the
twelve month period of its presentation.
Merchandising activities with the National Maritime Museum and
Winterland Productions (UK) Limited ("Winterland") were undertaken in connection
with The Wreck of the Titanic exhibition, pursuant to which all merchandise was
designed, manufactured and/or acquired by Winterland, and profits from
merchandising activities were shared equally between the Company, the National
Maritime Museum and Winterland. The Company's share of profits from such
merchandising activities amounted to $174,305 during the Prelude Exhibition.
THE WORLDWIDE TOUR
The Company plans to present exhibition tours of Titanic artifacts at
cities throughout the world. In pursuit of this plan, the Company has
established exhibitions presented in association with third parties in cities in
the United States and Europe. Subject to the availability of financing on
acceptable terms, no assurance of which can be given, the Company intends to
construct an exhibition on a specially outfitted oceangoing barge which will
travel though waterways from venue-to-venue (the "Waterborne Exhibition").
Memphis Exhibition - The Company has entered into an agreement with the
City of Memphis, Tennessee for the presentation of an exhibition of Titanic
artifacts in Memphis, Tennessee from April 3, 1997 through September 30, 1997.
Pursuant to the exhibition agreement, the City of Memphis is responsible for
payment of all costs and expenses related to the design, construction and
operation of the exhibition. Additionally, pursuant to the agreement, the
Company will receive exhibition revenues of $720,000 in installments between
September 1996 and August 1, 1997, and will also receive 65% of the net profits,
as defined, derived from ticket, merchandise and sponsorship revenues in excess
of $5,000,000, plus the actual out-of-pocket expenses incurred by the City in
packing, shipping and insuring the transit of the objects from Semur-en-Auxious,
France, where the conservation laboratory is located, to Memphis, Tennessee. The
exhibition agreement also grants the Company a right of first refusal for the
purchase of any or all display cases, theatrical pieces, didactic panels,
models, lighting instruments, and other display items that
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may be developed by the City for the exhibition at a price equal to seventy-five
(75%) percent of the cost of the production thereof.
The Memphis exhibition displays in themed galleries more than 250
artifacts recovered between 1987 and 1994 by the Company, including a bronze
cherub, the ship's whistles, a steward's jacket, silver dinnerware, fine china,
gold coins, jewelry, delicate paper objects such as a stock certificate and
personal letters, communications and navigational gear, and a piece of one of
Titanic's engines. This exhibition also includes an 18-foot scale model of the
Titanic, replications of a First Class stateroom, dining rooms, Third Class and
crew cabins and recreational areas of the Titanic, the Marconi Room, and a model
of the bow of the wreck.
The objects exhibited at the Memphis exhibition and associated
exhibitry will be transported and installed in the Florida International Museum
in St. Petersburg, Florida for an exhibition to be presented from November 15,
1997 to May 15, 1998. See "St. Petersburg Exhibition below."
Hamburg Exhibition - The Company has entered into an agreement with Cre
- - Co Finanz GmbH ("CRE"), a company organized under the laws of Germany, for the
presentation of an exhibition of approximately 300 of the Company's Titanic
artifacts in Speicherstadt, the historic maritime center of Hamburg, Germany,
from May 8, 1997 through November 8, 1997 (the "European Exhibition Agreement").
CRE is responsible for payment of all expenses incurred in connection with
establishing and presenting this exhibition. In addition to displaying objects
from Titanic and her passengers and crew, the Hamburg exhibition includes the
first opportunity for the public to view Titanic's bell, compass, telegraph and
safe together. The theme of the Hamburg exhibition is an interactive
presentation of the technological advances required to accomplish the recovery
and conservation of Titanic's artifacts, and includes replicas of the First
Class, Second Class and Third Class cabins, and a model of the bow of the wreck.
Pursuant to the European Exhibition Agreement, as amended, the Company
will receive two-thirds (2/3) and CRE will receive one-third (1/3) of the
profits from this exhibition (the "Profits), which are defined as net revenues
(including ticket, sponsorship, merchandising and ancillary revenues, if any,
derived from the exhibition) less "project expenses" (which includes all costs
and expenses of every kind and description in establishing, operating and
marketing the exhibition up to a maximum of approximately $2,700,000, plus an
additional allowance, as defined, for operating expenses for attendance
thresholds between 300,000 and 700,000. Simultaneously with the execution of
this agreement, the Company has been was paid the sum of $350,000 as an advance
against its share of Profits (the "Advance"). The agreement further provides
that the Company will receive thirty (30%) of the first $750,000 of sponsorship
revenue, and that the seventy (70%) percent balance thereof will be expended on
marketing and public relations. Sponsorship revenues in excess of $750,000 will
be included in net revenues and will be distributed in accordance with the
agreement, as described above.
The Company has also granted CRE options to extend the European
Exhibition Agreement for three (3) additional terms of one year (the "Option
Year(s)"), each expiring on December 31, 1998, 1999 and 2000, respectively. The
exercise of each option is subject to the terms and conditions of the European
Exhibition Agreement, except that the amount of the Advance for each Option year
is $250,000 and there is no provision for granting a security interest in any
assets of the Company as collateral for the repayment thereof. Each option is
exercisable by CRE not later
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than December 31st of the then current year of the European Exhibition
Agreement. No option is exercisable unless all preceding options have been
exercised. During the term of the European Exhibition Agreement (inclusive of
Option Year(s), if any) the Company has agreed that no entity other than CRE
will be granted rights to exhibit Titanic artifacts in Europe or to obtain
sponsors for the exhibition of the artifacts in Europe.
Queen Mary Exhibition - The Company has entered into an agreement with
the RMS Foundation, Inc. to exhibit artifacts, expedition equipment, photographs
and film footage from the 1996 Titanic expedition aboard the Queen Mary in Long
Beach, California from June 1, 1997 through January 5, 1998 (the "Queen Mary")
in an exhibition titled "Titanic: The Expedition." Approximately thirty (30)
unrestored artifacts recovered during the Summer of 1996 expedition (including
one of Titanic's whistles, a large silver soup tureen, binoculars in a leather
case, and a porthole) and fourteen (14) conserved artifacts from prior
expeditions are displayed at the Queen Mary, together with a life-size rendition
of the 20 ton section of the Titanic hull that the Company sought to raise from
the debris field surrounding the Titanic wreck site during the Summer of 1996
Expedition, a two-ton flotation bag used in artifact recovery operations, and a
full-size replica of a three-ton light tower that the Company utilized to
illuminate portions of the wreck during the Company's 1996 expedition to the
Titanic. The theme of this exhibition is the exploration of, and efforts to
recover objects from, the Titanic wreck. Pursuant to the Queen Mary exhibition
agreement, RMS Foundation is responsible for payment of all costs and expenses
related to the design, construction and operation of the exhibition. The Company
will receive $2.00 per ticket from the sale of the first 150,000 tickets and
$3.00 per ticket from the sale of more than 150,000 tickets. In addition, the
Company will receive fifty (50%) percent of net profits, as defined, from the
sale of merchandise at the Queen Mary exhibition, and fifty (50%) of any
sponsorship revenues.
The "Titanic: The Expedition" presented at the Queen Mary is designed
to be presented in an area of approximately 6,000 square feet, as compared to
the Memphis and Hamburg exhibitions which occupy in excess of 40,000 square
feet. The Queen Mary exhibition is substantially the same as the "Titanic: The
Expedition" exhibition presented at the National Maritime Center (NAUTICUS) in
Norfolk, Virginia from November 27, 1996 through March 31, 1997, from which the
Company derived ticket and merchandising revenues of approximately $125,000
through February 28, 1997.
St. Petersburg Exhibition - The Company has entered into an agreement
with the Florida International Museum, Inc. ("FIM") and the City of Memphis (the
"City") for an exhibition of the artifacts and associated exhibitry displayed in
the Memphis exhibition from November 15, 1997 to May 15, 1998. Pursuant to the
exhibition agreement, FIM is responsible for payment of all costs and expenses
related to the design, construction and operation of the exhibition. Pursuant to
the exhibition agreement, the Company will receive attendance fees (the
"Attendance Fees") as follows for attendees from whom FIM receives more than
$6.00 to attend the exhibition: $.34 per visitor for the first 250,000 visitors;
$2.80 per visitor for 250,001 to 350,000 visitors; $3.10 per visitor for 350,001
and 450,000 visitors; and $2.95 per visitor in excess of 450,000. In addition,
the Company will receive $1.00 for every visitor who pays $6.00 or less for
admission to the exhibition. The exhibition agreement further provides that the
Company will receive ten (10%) of the gross revenue, as defined, from the sale
of merchandise at the FIM Gift Shop related to the exhibition (the "Gift Shop
Fee"). The minimum combined Attendance Fee and Gift Shop Fee payable to the
Company is $300,000, $100,000 of which was paid in January 1997, $50,000 of
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which is payable on November 15, 1997, and the balance of which is payable
within thirty (30) days of the end of the exhibition to the extent that the
Company's total Attendance Fee and Gift Shop Fee is less than $300,000.
Additionally, pursuant to the agreement, FIM has agreed to lease the exhibitry
utilized in the Memphis exhibition from the City for $150,000. Such $150,000
payment will be applied as a credit to the Company's rights to purchase the
exhibitry from the City under the Memphis exhibition agreement.
The Waterborne Exhibition - Preliminary designs of the Waterborne
Exhibition include the display of Titanic artifacts and presentation of the
story of the Titanic from its inception through today in a 45,000 square foot,
two and one-half tier exhibit area. Management of the Company believes that
implementation of this unique Waterborne Exhibition concept will be a more
cost-efficient and effective means of presenting a worldwide exhibit to the
largest potential audience as compared to the alternatives of either negotiating
for and designing exhibit areas in each venue, or incurring the charges of
breaking-down, transporting and setting-up a "portable" exhibit from
venue-to-venue. In addition to providing access to major markets throughout the
world, the utilization of a Waterborne Exhibition would enable the Company to
present the worldwide tour to secondary markets which would otherwise be
inaccessible because of the costs associated with presenting an exhibit to these
smaller markets through other means. It is presently anticipated that the tour
will be presented for an estimated ten (10) years in approximately thirty (30)
major markets and approximately ten (10) to twenty (20) secondary markets
throughout the world. The routing of the tour to such markets, and the period of
presentation of the exhibit in each market, has not yet been determined. It is
expected that admission ticket prices will vary from market-to-market and will
be structured to be competitive to other exhibitions or entertainment events
within such markets.
Management of the Company intends to contract the design and
fabrication of the Waterborne Exhibition to independent third parties, and
believes that such arrangements will be available on terms that are acceptable
to the Company. Management further believes that an oceangoing barge suitable
for the Waterborne Exhibition can be constructed on satisfactory terms from
numerous sources of supply.
The Company's ability to design, fabricate and present the Waterborne
Exhibition will be dependent upon the Company obtaining additional financing
from outside sources or from revenues. No assurances can be given as to when or
the terms upon which such financing will be available. The Company could
experience difficulties or delays in obtaining financing for the Waterborne
Exhibition, and if financing is obtained on terms acceptable to the Company,
could also experience difficulties or delays in the construction of the
Waterborne Exhibition. The construction of the planned Waterborne Exhibition is
subject to all of the delays and uncertainties associated with construction
projects generally. Additionally, the Company has not made arrangements for the
presentation of the Waterborne Exhibition in specific ports and will need to
obtain permits and approvals from local governmental authorities. While
management of the Company believes that such arrangements will be available on
terms and conditions acceptable to the Company, and that the Company will
satisfy requirements for such permits and approvals, difficulties and delays
could be encountered in securing prospective sites and/or the requisite permits
and approvals, which, in turn, could delay or otherwise adversely impact the
Company's revenue producing activities.
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THE PERMANENT MUSEUM
Upon conclusion of the Waterborne Exhibition, the Company intends to
establish a permanent museum for the artifacts at a facility in a major United
States or European market where tourism is well-established. The selection of
the site of such museum will be made by management based primarily upon the
recommendations of the International Advisory Committee (see "International
Advisory Committee" below), the size of the potential market and the costs of
establishing and operating an appropriate facility.
MERCHANDISING
The merchandising efforts in connection with the Memphis, Hamburg,
Queen Mary and St. Petersburg exhibitions have been and will be undertaken by
the parties with which the Company is presenting such exhibitions. Pieces of
coal that the Company has recovered from the Titanic wreck site is sold at the
Memphis and Queen Mary exhibitions, and are expected to be sold at the Hamburg
and St. Petersburg exhibitions. The Company does not have responsibility for
procurement of any merchandise or the operation of the merchandise shops at the
venues. The Company is actively pursuing the sale of licenses to third parties
for replication of artifacts that have been recovered from the Titanic. It is
contemplated that the Company will receive a negotiated royalty from the sales
of the artifact replicas in consideration of the granting of such licenses. No
assurances can be given that such licensing arrangements will be successfully
consummated, or if consummated, will result in the Company's receipt of
significant revenues. The Company also intends to pursue the direct marketing of
merchandise through its web site (http://www.titanic-online.com) and through
third parties. The Company intends to sell coal that was recovered from the
Titanic wreck site, photographs, video products, wearing apparel and other
products through such direct marketing channels.
The Company has entered into an agreement with Tehabi Books for the
publication of a "coffee table" book tentatively titled "Titanic - Legacy of
the World's Greatest Ocean Liner" to be distributed by Time-Life Books. It is
expected that this book will be published in or about October 1997.
With respect to merchandising activities at the planned Waterborne
Exhibition, the Company intends to offer a wide variety of products for purchase
at a retail store at prices ranging from $1.50 to $2,500.00. Product selection
will be based principally on consumer appeal and data obtained from the
merchandising activities at the National Maritime Museum Prelude Exhibition and
present and future land-based exhibitions. The Company does not intend to engage
in any activities related to the purchase and/or manufacture of merchandise to
be sold at the retail stores. Such activities will be contracted by the Company
to one or more independent merchandising companies, with which the Company will
share a percentage of all merchandise sales.
Although the Company has had preliminary discussions with potential
merchandising companies regarding the establishment and operation of
merchandising stores at its exhibitions, no contractual arrangements have been
made to date, other than the establishment of a relationship with Winterland in
connection with the merchandising activities at the National Maritime Museum
Prelude Exhibition. Management of the Company believes that several companies
are qualified to
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undertake the responsibilities attendant to the Company's contemplated
merchandising activities on terms that will be acceptable to the Company.
SPONSORSHIP
Management believes that the broad spectrum of public interest in the
story of the Titanic, and its appeal to a diverse demographic base encompassing
all ages, from young school children to the elderly, will be of substantial
interest to potential sponsors for all prospective phases of the Company's
business activities, including its future expeditions to the wreck site of the
Titanic. The Company intends to establish a sponsorship program consisting of
international, national and/or regional corporate entities that desire to
promote their products or services through the Company's activities. Such
efforts will be instituted by the Company through independent marketing
organizations which have specialized in and have extensive experience in
organizing and implementing sponsorship programs. Marketing organizations which
are successful in soliciting sponsors for the Company will be paid a commission
equal to a negotiated percentage of fees paid to the Company by such sponsors.
No assurances can be made that such efforts will be successful. The success of
efforts to obtain sponsors for exhibition activities may depend in large part
upon the Company's ability to establish a long-term program and schedule of
exhibitions.
In March 1996, the Company entered into a promotion agreement with
Guiness Import Company ("GIC"), pursuant to which GIC was an official sponsor of
the Company's Summer of 1996 Expedition to the Titanic wreck site in
consideration of the payment of $150,000. The Company agreed to devote one (1)
dive to the recovery of 1912 Bass Ale during a three (3) day period during which
GIC's chartered vessel joined the expedition at the wreck site.
EXPEDITIONS TO THE TITANIC
As a consequence of the depth of the Titanic approximately two and
one-half miles below the surface of the ocean in the North Atlantic, the Company
is dependent upon chartering vessels outfitted with highly advanced deep sea
technology in order to conduct expeditions to the Titanic. With respect to its
1987, 1993, 1994 and 1996 expeditions, the Company entered into charter
agreements with IFREMER, pursuant to which IFREMER supplied the crew and
equipment necessary to conduct research and recovery efforts. In addition to
utilization of the research vessel NADIR, recovery efforts are undertaken
through the manned submersible NAUTILE. Small, hard-to-reach areas necessary for
visual reconnaissance efforts are accessed by a small robot, known as ROBIN,
controlled by crewmen on board the NAUTILE. The dive team has the capability of
retrieving heavy objects, such as a lifeboat davit weighing approximately 4,000
lbs., to fragile objects weighing but a few ounces. Because of the immense
pressure of approximately 6,000 pounds per square inch at the wreck site, it is
impossible for the dive team to reach such depths and explore the wreck site
through any means other than a submersible. The NAUTILE and ROBIN are each
equipped with video and still cameras that record all recovery and exploration
efforts. In connection with its 1987, 1993, 1994 and 1996 expeditions to the
wreck site, the Company engaged experts from various fields, including maritime
scientists and other professional experts, to assist in the Company's
exploration and recovery efforts. Management of the Company intends to engage
experts from such fields for its future expeditions to the Titanic.
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<PAGE> 11
The Company's ability to conduct expeditions to the Titanic is subject
to the availability of necessary research and recovery vessels and equipment for
chartering by the Company during the months between June and September, which is
the "weather window" for such activities in the North Atlantic. Research and
recovery efforts with a manned submersible are presently limited to the
availability of the NAUTILE pursuant to charter arrangements with IFREMER. To
the best of the knowledge of management of the Company, no other submersible
with the capability of reaching the depth of the Titanic is commercially
available to or acceptable by the Company for chartering. While management of
the Company believes that the utilization of a manned submersible is the
preferred means for conducting its research and recovery efforts, the Company
could conduct sufficient operations through the use of unmanned,
surface-controlled, remote operated vehicles, an adequate number of which, in
management's opinion, would be available for chartering by the Company on
acceptable terms from numerous sources of supply.
The Company intends to conduct an expedition to the Titanic wreck site
during the Summer of 1998. It is expected that the principal objective of this
expedition will be to recover the Hull Piece, with respect to which recovery
efforts were unsuccessful during its 1996 expedition to the wreck site. See
"Background" and Item 7 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company's efforts to undertake a 1998
expedition for recovery of the Hull Piece may depend upon the availability of
financing from the grant of licenses to produce television programming and/or
the grant of expedition sponsorship rights. No assurances can be given that such
financing will be available on satisfactory terms.
RESTORATION AND CONSERVATION
Upon recovery from the wreck site, artifacts are in varying states of
deterioration and fragility. Having been submerged in the depths of the ocean
for more than eighty-five (85) years, objects have been subject to the corrosive
effects of chlorides present in the sea water. The restoration of many of the
metal, leather and paper artifacts requires the application of sophisticated
electrolysis and other electrochemical techniques. Various artifacts recovered
from the 1987 expedition were restored and conserved by the laboratories of
Electricite de France, the French government-owned utility. Except for those
unrestored artifacts that are exhibited in Memphis, Tennessee, Hamburg, Germany
and at the Queen Mary exhibition, unrestored artifacts recovered from the 1993,
1994 and 1996 expeditions are presently undergoing conservation processes at
LP3, a privately-owned conservation laboratory in Semur-en-Auxois, France.
SALVAGE RIGHTS
Pursuant to a judgment entered in the Federal District Court for the
Eastern District of Virginia on June 7, 1994, the Company was declared
salvor-in-possession of the wreck and wreck site of the Titanic, the true, sole
and exclusive owner of any items recovered from the Titanic and, so long as the
Company is salvor-in-possession, the sole and exclusive owner of all items
recovered from the Titanic in the future. The Court's judgment includes, without
limitation, the contents, cargo, hull, machinery, engine, tackle, apparel and
appurtenances of the Titanic, and provides that all potential claimants are
barred and precluded from filing claims so long as the Company is
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<PAGE> 12
salvor-in-possession. No other entity has the right to salvage the Titanic while
the Company is salvor-in-possession. In order to maintain salvor-in-possession
status, the Company, among other things, will need to maintain a reasonable
presence at the wreck through periodic expeditions and will need to continue
efforts at salvage and preservation of artifacts during the period between
salvage expeditions.
In February 1996, a third-party instituted a motion in the Federal
District Court for the Eastern District of Virginia seeking rescission of the
June 7, 1994 order awarding to the Company salvor-in-possession status. By order
dated May 10, 1996 entered after trial, such motion was denied. The court also
modified its June 7, 1994 order to the extent of requiring the Company to file
more frequent periodic reports as to the status of its activities. On August 13,
1996, the Court amended such May 10, 1996 order so as to include the award of
exclusive rights to photograph the Titanic within the award of
salvor-in-possession status.
Management of the Company believes that all requirements to maintain
its salvor-in-possession status have been satisfied and will be satisfied in the
foreseeable future. Should the Company not maintain its salvor-in-possession
status, other entities could conduct salvage operations and recover items from
the Titanic wreck site. Management believes, however, that salvage operations by
other entities, if successful, would not have a material adverse affect upon the
Company's plan of exhibition activities. However, the loss of
salvor-in-possession status could have a materially adverse affect upon the
Company's ability to generate revenues from ancillary activities, such as
television productions related to, or passenger cruises accompanying, research
and recovery expeditions.
INTERNATIONAL ADVISORY COMMITTEE
In March 1994, the Company and the National Maritime Museum initiated
the formation of an International Advisory Committee with the purpose to
"safeguard the future of the Titanic wreck site and objects raised from it and
to ensure that they are conserved to the highest standards to be saved for
future generations in a Titanic Memorial Museum." The members of the
International Advisory Committee, in addition to the Company and the National
Maritime Museum of Greenwich, London, England, are as follows: Musee de la
Marine, Paris, France; IFREMER; The Maritime Association, New York, New York;
Titanic International Society, Freehold, New Jersey; Charles A. Haas (author and
historian); National Maritime Museum, Stockholm, Sweden; National Maritime
Museum of Norway, Oslo, Norway; John P. Eaton (author and historian); and the
British Titanic Historical Society, Lancashire, England. Annual meetings of the
Committee were held in London, England in October 1994, 1995 and 1996. It is
expected that meetings of the Committee will be held on an annual basis.
MARKETING
The organizations in association with which the Company is presenting
the exhibitions in Memphis, Hamburg and Long Beach (Queen Mary) are responsible
for undertaking and paying for the marketing and promotion of the exhibitions.
With respect to the planned Waterborne
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<PAGE> 13
Exhibition, the Company intends to market and promote its business activities
through advertising and public relations programs in each market where its
exhibition will be presented, and to engage the services of advertising and
public relations agencies on a country-by-country basis. Management intends to
advertise the Waterborne Exhibition through all forms of media, including print,
radio and television. In addition, the Company intends to retain a public
relations firm to address and coordinate the publicity needs of the Company on a
national basis.
The Company also intends to establish special promotional programs for
school-age children and educational institutions, and plans to develop and
distribute teaching materials to aid in the historical and scientific studies
currently used in school curriculum regarding the Titanic.
COMPETITION
The entertainment and exhibition industries are intensely competitive.
There can be no assurances that the Company will be able to compete effectively.
Many of the entities with which the Company will be competing have substantially
greater resources than the Company. Management intends to compete with other
entities based upon the mass appeal of its planned exhibits to consumers of
entertainment, museum, scientific and educational offerings and the quality and
value of the entertainment experience, emphasizing the unique and distinctive
perspective of the Titanic that the Company will incorporate into its exhibits
as Titanic's salvor-in-possession and as the only entity that has the rights to
objects recovered from the Titanic.
The success of the Company's merchandising efforts will depend largely
upon the consumer appeal of its merchandise and the success of its exhibitions.
Management of the Company believes that its merchandise will compete primarily
on the basis of its unique character and quality.
EMPLOYEES
As of June 5, 1997, the Company had three (3) employees, one of whom is
its President. The Company is not a party to any collective bargaining
agreement.
The Company's future business and operating results depend in
significant part upon the continued contributions of George Tulloch, the
Company's President. The Company does not maintain a key person life insurance
policy on Mr. Tulloch. The Company's future business and operating results also
depend in significant part upon its ability to attract and retain qualified
additional management, marketing and support personnel for its operations.
Competition for such personnel is intense, and there can be no assurance that
the Company will be successful in attracting or retaining such personnel. The
loss of Mr. Tulloch or the Company's inability to attract and retain skilled
employees, as needed, could materially and adversely affect the Company's
business, financial condition and results of operations.
The Company's strategy for presenting exhibitions of Titanic artifacts
is dependent upon either hiring personnel who are experienced and possess
expertise in operating and marketing exhibitions or engaging third-parties with
such qualifications. To date, arrangements for the hiring
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<PAGE> 14
of such additional staff or engaging such third-parties have not been
established. Management of the Company believes that acceptable arrangements
with such personnel or third-parties can be made within time frames required to
implement the Company's exhibition strategies. However, no assurances can be
made that such personnel or third-parties will be available on satisfactory
terms or when needed by the Company. Delays or difficulties in engaging
personnel or third parties for the operation and marketing of exhibitions,
including without limitation the Waterborne Exhibition, could have a materially
adverse affect upon the Company's operations.
ENVIRONMENTAL MATTERS
The Company will be subject to environmental laws and regulation by
federal, state and local authorities in connection with its planned exhibition
activities. The Company does not anticipate that the costs to comply with such
laws and regulations will have any material effect on the Company's capital
expenditures, earnings or competitive position.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's principal executive offices are located in New York, New
York and consist of premises of approximately 3,500 square feet which are leased
pursuant to a lease expiring in September 1998.
ITEM 3. LEGAL PROCEEDINGS
The lawsuit previously reported commenced against the Company in the
Supreme Court of the State of New York, County of New York on or about September
22, 1994 (Glenville Properties Incorporated v. RMS Titanic, Inc. et al.,
94/127087) has been disposed of by settlement effectuated as of January 15,
1997. Pursuant to the settlement, the Company will pay LS Capital Corporation
("LS Capital"), an affiliate of the plaintiff, $154,271.62 in twelve (12) equal
monthly installments commencing as of January 15, 1997, subject to acceleration
if the Company achieves certain revenue levels ("Threshold Amounts") during such
twelve month period, and has issued 40,000 shares of its unregistered Common
Stock to LS Capital in consideration of the release of the Company from
liabilities aggregating $40,040. The Company has issued 15,000 shares of its
Common Stock in escrow, with such shares to be either released in 5,000 shares
increments to LS Capital in the event such Threshold Amounts are not achieved as
of the end of the Company's quarterly periods, or to be cancelled in the event
such Threshold Amounts are achieved.
The appeal and cross-appeal in the legal proceedings in the United
States District Court for the Eastern District of Virginia previously reported
(R.M.S. Titanic, Inc. v. The Wrecked and Abandoned Vessel believed to be the RMS
TITANIC, in rem, No. 2:93cv902) pertaining to the motion of a third-party
seeking an order rescinding the salvor-in-possession status of the Company has
been voluntarily dismissed pursuant to an order entered on December 6, 1996 in
accordance with the terms of a Stipulated Judgment entered on December 10, 1996
in consolidated actions in the United States District Court for the District of
Connecticut (Carlos Piaget v. George Tulloch, No. 5:91CV0007 and Westgate
Entertainment Corp. v. George Tulloch, Oceanic Research &
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<PAGE> 15
Exploraton, Ltd., Titanic Ventures Limited Partnership ("TVLP"), et al., No.
3:96cv01768), to which the Company was added as a party on December 10, 1996.
Such Stipulated Judgment involved the resolution of claims asserted by third
parties of ownership interests in TVLP, a principal shareholder of the Company,
pursuant to which an aggregate of 1,195,000 shares of the Company's Common
Stock owned by TVLP were transferred to such third parties. Such Stipulated
Judgment provides for the assignment to the Company by one of such third
parties and his affiliated entities of all rights to certain television
productions, video footage and photographs from the 1987 expedition to the
Titanic wreck site. Additionally, the Company has licensed to such third party
and his affiliated entities certain footage from the 1987 and 1993
expeditions to the Titanic wreck for incorporation into a proposed television
program, in consideration for which the Company will receive a production fee
of $75,000 in installments, as defined, if such television production is made.
ITEM 4. SUBMISSION OF MATTERS OF VOTE OF SECURITY HOLDERS
During its fiscal year ended February 28, 1997, no matters were
submitted to a vote of the Company's security holders.
ITEM 5. PRICE RANGE OF SECURITIES
(a) MARKET INFORMATION. The Company's Common Stock is traded on the
over-the-counter market on a limited and sporadic basis. The following table
sets forth the range of high and low bid quotations of the Company's Common
Stock for the periods set forth below, as reported by OTC Bulletin Board of
Nasdaq Trading & Market Services. Such quotations represent inter-dealer
quotations, without adjustment for retail markets, markdowns or commissions, and
do not necessarily represent actual transactions.
FISCAL PERIOD
<TABLE>
<CAPTION>
COMMON STOCK
HIGH LOW
BID BID
--- ---
<S> <C> <C>
1997
1st Quarter 1.50 .375
2nd Quarter 1.125 .5625
3rd Quarter .75 .5625
4th Quarter .75 .40
</TABLE>
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<PAGE> 16
<TABLE>
<S> <C> <C>
1996
1st Quarter 1.25 .6875
2nd Quarter 1.0625 .4375
3rd Quarter 1.0625 .375
4th Quarter .4375 .25
</TABLE>
(a) HOLDERS. The approximate number of holders of record of the
Company's Common Stock as of June 11, 1997 was 832.
(c) DIVIDENDS. The Company has not paid or declared any dividends upon
its Common Stock since its inception, and intends to re-invest earnings, if any,
in the Company to accelerate its growth. Accordingly, the Company does not
contemplate or anticipate paying any dividends upon its Common Stock in the
foreseeable future.
ITEM 6. SELECTED FINANCIAL INFORMATION
The selected financial data set forth below is qualified by reference
to, and should be read in conjunction with, the Financial Statements and Notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere in this Form 10-K. The selected
financial data have been derived from the Company's Financial Statements which
have been audited by Goldstein Golub Kessler & Company, P.C., independent
certified public accountants, as indicated in their reports. Their report on the
financial statements as of February 28, 1997 and February 29, 1996 and for each
of the three years in the period ended February 28, 1997 is included elsewhere
in this Form 10-K. Their reports on the statement of financial position as of
February 28, 1995 and the financial statements for the years ended February 28,
1994 and February 28, 1993, and for the two years in the period ended February
28, 1994, are not included herein.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28(29), 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenue $14,907 -- $204,366 $724,541 $1,246,564
Net income (loss) $(682,625) $(5,484,856) $(1,531,036) $(149,632) $157,534
Net income (loss)
per share (1) $(.07) $(.47) $(.11) $(.01) $.01
Weighted average number of
common shares outstanding 9,333,333 11,727,275 13,620,390 15,834,644 16,141,950
</TABLE>
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<TABLE>
<CAPTION>
FEBRUARY 28(29), 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets $3,232,416 $5,133,186 $6,164,641 $6,060,456 $8,005,384
Long Term Obligations $2,019,832 $ 293,100 $ 300,000 -- --
Total Liabilities $3,897,637 $1,973,468 $3,433,666 $2,194,624 $3,941,978
Owners' Equity $ (665,221) $3,159,718 $2,730,975 $3,865,832 $4,063,406
</TABLE>
The Company has declared no cash dividends.
(1) Earnings per share is based upon the weighted average number of common
shares outstanding for the periods presented after giving retroactive effect to
the shares issued in connection with the Acquisition described in Note 2 of
Notes to Financial Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information to assist in the
understanding of the Company's financial condition and results of operations,
and should be read in conjunction with the financial statements and related
notes appearing elsewhere herein.
RESULTS OF OPERATIONS
YEAR ENDED FEBRUARY 28, 1997 AS COMPARED
TO YEAR ENDED FEBRUARY 29, 1996
During its fiscal year ended February 28, 1997 (the "1997 fiscal
year"), the Company earned licensing fees of $860,000 related to the production
and exploitation of audio and visual recordings with respect to the Company's
expedition to the Titanic wreck site during the Summer of 1996 (the "Summer of
1996 Expedition"), as compared to zero licensing fees during its fiscal year
ended February 29, 1996 (the "1996 fiscal year"). The Company's exhibition
revenues decreased approximately 79% and its merchandise and other revenues
decreased approximately 82% during its 1997 fiscal year as compared to its
revenues from such sources during its 1996 fiscal year. Such decreases were
principally attributable to the presentation of the Prelude Exhibition (see
"Item 1 - Business - Prelude Exhibition") for seven (7) months during the 1996
fiscal year as compared to the presentation of "Titanic - The Expedition" at
the National Maritime Center in Norfolk, Virginia for approximately three (3)
months during its 1997 fiscal year, and the seasonal effects of higher
attendance at exhibitions during the summer months versus the winter months.
During its 1997 fiscal year the Company earned $150,000 from the granting of
sponsorship rights with respect to the Summer of 1996 expedition, as compared
to zero sponsorship fees during its 1996 fiscal year. The Company's revenues
from the sale of coal increased approximately 207% during its 1997 fiscal year
as compared to its 1996 fiscal year, primarily as a result of the commencement
of marketing efforts for this product initially undertaken during the fourth
quarter of its 1996 fiscal year.
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<PAGE> 18
The Company's general and administrative expenses increased
approximately 34% during its 1997 fiscal year as compared to its 1996 fiscal
year, primarily as a result of expenses of $100,000 related to the production of
audio and visual recordings of the Summer of 1996 Expedition, travel
expenditures related to the Summer of 1996 Expedition, and an increase in legal
fees attributable to a 1997 fiscal year legal challenge to the Company's
salvor-in-possession status. Interest expenses decreased approximately 94%
during the 1997 fiscal year as compared to the 1996 fiscal year, primarily as a
result of the reduction of notes payable in the 1996 fiscal year. Financing
fees attributable to notes payable decreased 100% during the 1997 fiscal year
as compared to the 1996 fiscal year. During the 1996 fiscal year, the Company
incurred an expense of $35,000 related to the settlement of litigation.
The Company successfully completed its fourth expedition and dive to
the wreck of the Titanic in August 1996, recovering 74 artifacts and producing
approximately 125 hours of videotape footage. A substantial portion of the
Summer of 1996 Expedition was devoted to the production of videotape footage
for incorporation into three (3) hours of television productions and to the
recovery of a section of the Titanic hull, measuring approximately 23 feet by
12 feet and weighing approximately 20 tons, from the debris field surrounding
the wreck. Although the Company raised the hull section to within approximately
200 feet of the surface of the ocean, efforts to recover this object were
unsuccessful as a result of stormy weather conditions and resulting ocean
turbulence. The costs of the Summer of 1996 Expedition of the artifacts,
consisting of the direct costs of chartering of vessels and related crews and
equipment required to conduct the expedition and complete the dive operations,
was approximately $1.8 million.
YEAR ENDED FEBRUARY 29, 1996 AS COMPARED
TO YEAR ENDED FEBRUARY 28, 1995
During its fiscal year ended February 29, 1996 (the "1996 fiscal
year"), the Company's exhibition revenues increased approximately 434% and its
merchandising revenues increased approximately 44% from its Prelude Exhibition
at the National Maritime Museum (see "Item 1 Business - Prelude Exhibition") as
compared to its revenues from such sources during its fiscal year ended February
28, 1995 (the "1995 fiscal year"). Such increase was principally attributable to
the presentation of the Prelude Exhibition for seven (7) months during the 1996
fiscal year as compared to five (5) months during the 1995 fiscal year, and the
seasonal effects of customarily higher attendance at the National Maritime
Museum during the months of April through September. The Company received
$30,705 from the sale of coal recovered from the Titanic wreck site during its
1996 fiscal year as compared to zero revenue during its 1995 fiscal year. The
Company's general and administrative expenses decreased approximately 52% during
the 1996 fiscal year as compared to the 1995 fiscal year, principally as a
result of decreases in conservation and executive compensation expenses.
Interest expense decreased approximately 74% during the 1996 fiscal year as
compared to the 1995 fiscal year, primarily as a result of the reduction of
notes payable. Financing fees attributable to notes payable decreased
approximately 88% during the 1996 fiscal year as compared to the 1995 fiscal
year. During the 1996 fiscal year, the Company incurred an expense of $35,000
related to the settlement of litigation.
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<PAGE> 19
LIQUIDITY AND CAPITAL RESOURCES
Note payable as of February 29, 1996 represents approximately $126,000
(excluding accrued interest of approximately $28,000) owed to LS Capital
Corporation, formerly Lone Star Casino Corporation ("LS Capital"), pursuant to a
promissory note executed in May 1993. As provided in a settlement agreement to
resolve legal proceedings to enforce such promissory note and counterclaims and
third-party claims asserted by the Company, the Company has agreed to pay LS
Capital $154,271.62 in twelve (12) equal monthly installments, commencing as of
January 15, 1997, subject to acceleration in the event that the Company
achieves certain levels of revenue during such period. The Company's capital
commitments during its 1997 fiscal year also include lease payments for
principal offices in the base amount of $61,000 per annum, and compensation to
its executive officer. Additionally, the Company has agreed to pay a financial
consulting firm the sum of $3,000 per month for a period of one year commencing
April 15, 1997 for financial public relations services.
In connection with its 1994 expedition to the wreck site of the
Titanic, the Company entered into an agreement with IFREMER to charter
equipment and crew necessary to conduct research and recovery efforts. Pursuant
to the terms of such charter agreement, the Company has paid IFREMER the sum of
$300,000 and was obligated to pay an additional $700,000 in two installments of
$350,000 each payable on September 30 and December 1, 1994. The installment due
to IFREMER on September 30, 1994 was paid during the first quarter of the
Company's 1996 fiscal year, payment of the final $350,000 installment was
extended to October 1, 1995. During the 1996 fiscal year, the Company paid
$70,000 on account of such obligation, with the $280,000 balance thereof having
been paid subsequent to February 29, 1996. The source of such $280,000 payment
was from an from entity with which the Company entered into an agreement for
the marketing of coal and the sale of cabins of cruise ships which accompanied
the Company on its 1996 research and recovery expedition, and this payment was
made as an advance against the Company's share of profits from Titanic coal
sales and sales of such cruise ship cabins. The $280,000 advance was reduced
by approximately $94,154 from the sale of coal during the year ended February
28, 1997, resulting in an unpaid balance of $185,846 as of February 28, 1997.
There were no profits from sale of cruise ship cabins for the 1996 expedition.
The Company entered into an agreement with IFREMER to charter equipment
and crew necessary to conduct a research and recovery expedition to the wreck
site of the Titanic in the Summer, 1996. Pursuant to the terms of such charter
agreement, the Company agreed to pay IFREMER 2,000,000 French francs
(approximately $400,000 U.S. Dollars) on or before June 20, 1996; 2,100,000
French francs (approximately $420,000 U.S. Dollars) on or before July 15, 1996;
and the sum of $980,000, payable as follows: (a) remittance of fifty (50%) of
the wholesale price of any products sold by the Company involving the 1996
expedition, up to a maximum of $480,000; and (b) up to a maximum of $500,000
payable from the following sources: (i) $.50 per visitor to any exhibition
organized by the Company; (ii) a lump sum of $250,000 for the Memphis
exhibition, payable prior to March 1, 1997; and (iii) one-third of the
Company's revenues received from any exhibition of artifacts organized by a
third party, as
19
<PAGE> 20
described. The agreement further provides that in the event the payments from
these sources do not amount to $980,000 within three (3) years after September
1, 1996, any remaining balance shall be paid from the Company's exhibition
revenues, as defined above. All objects recovered during the 1996 expedition
will be the subject of a lien granted to IFREMER until the Company pays all
sums due and owing to IFREMER for the 1996 expedition. In April 1997 the
Company paid IFREMER the sum of $125,000 on account of its 1996 expedition
charter costs, leaving a balance of $125,000 due from the lump sum of $250,000
from the Memphis exhibition. The Company has not paid IFREMER any portion of
the revenues received from the exhibition presented at the National Maritime
Center (NAUTICUS) from November 27, 1996 through March 31, 1997. The Company
and IFREMER have been pursuing negotiations for the re-structuring of the
Company's obligations under the 1996 charter agreement so as to provide for the
payment of a percentage of revenues in installments that correspond to the
Company's future receipt of revenues from exhibitions, irrespective of whether
such exhibitions have been organized by the Company. No assurances can be given
that such negotiations will be successfully consummated.
The Company entered into an agreement for a television production
whereby the Company granted certain rights to the production companies for the
production and exploitation of audio and visual recordings related to the 1996
expedition. The Company's obligations to make the June and July 1996 payments to
IFREMER were paid as part of the television production budget. The Company is
obligated to contribute $100,000 to such production, $40,000 of which was
satisfied through the grant of certain rights to present information and images
concerning the 1996 expedition on the Internet, and the balance of $60,000 of
which was due from the Company on April 16, 1997. Such amount remains
outstanding as of the date of this report. The Company has retained the rights
for commercial exploitation of recordings made at the Titanic wreck site in a
print format and certain royalty and other rights with respect to the sale of
home videos based upon the 1996 expedition. The Company has also granted to the
television production companies a right of first negotiation with respect to the
Company's next expedition to the Titanic wreck site.
The Company's near term operating needs will be financed principally
from the advance distribution of revenues to the Company under its agreements
for exhibitions in Memphis, Tennessee; Hamburg, Germany; at the Queen Mary in
Long Beach, California; and in St. Petersburg, Florida. Under its exhibition
agreement with the City of Memphis, the Company is entitled to receive $270,000
on August 1, 1997. By agreement between the City of Memphis, the Company and
LP3 Conservation ("LP3"), $100,000 of such $270,000 payment was to be advanced
to LP3 for conservation services rendered in connection with the preparation of
artifacts for the Memphis exhibition through the payment to LP3 of $0.25 per
ticket sold to the Memphis exhibition. As a consequence of such advance of
$100,000, the Company is entitled to receive a net amount of the remaining
$170,000 from the City of Memphis on August 1, 1997. In order to assist the
Company in addressing operating needs between May 1, 1997 and August 1, 1997,
LP3 has assigned to the Company its rights to receive payment of $0.25 per
ticket in consideration for the Company's agreement to assign $100,000 of the
$170,000 payment to be made by the City of Memphis to the Company on August 1,
1997.
20
<PAGE> 21
Any additional sums to be paid by the City of Memphis to the Company will be
dependent upon the revenues derived from the Memphis exhibition exceeding a
threshold of $5,000,000, plus the actual out-of-pocket expenses incurred by the
City of Memphis in packing, shipping and insuring the transit of the objects
from Semur-en-Auxious, France, where the conservation laboratory is located, to
Memphis, Tennessee. Additionally, the Company's rights to receive additional
revenues from the Hamburg exhibition will depend upon the revenues derived from
such exhibition exceeding approximately $2,700,000. The Company is entitled to
receive $2.00 per ticket for the first 150,000 tickets sold at the Queen Mary
exhibition, and $3.00 per ticket for tickets in excess of 150,000, plus an
amount equal to fifty (50%) of net merchandising revenues, as defined.
Additionally, the Company is entitled to receive an additional advance of
$50,000 from the Florida International Museum on November 15, 1997, and the sum
of $250,000 on or before December 31, 1997 in the event that an outstanding
option to present an exhibition of the Company's Titanic artifacts in Europe is
exercised. In the event that cash flows are not adequate to satisfy the
Company's future operating needs, inclusive of payment of outstanding
liabilities, additional debt and/or equity financing will be required.
Except for historical information contained herein, this Annual report
on Form 10-K contains forward-looking statements within the meaning of the
Private Securities Reform Act of 1995 which involve certain risks and
uncertainties including, without limitation, the Company's needs, as discussed
above, to obtain additional financing in order to achieve its objectives and
plans. The Company's actual results or outcomes may differ materially from those
anticipated. Important facts that the Company believes might cause such
differences are discussed in the cautionary statements accompanying the
forward-looking statements as well as in the risk factors discussed below.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements contained in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation of the Company or any other such
person that the objectives and plans of the Company will be achieved. In
addition to uncertainties of ordinary business operations and the factors
discussed else where in this report, the forward-looking statements of the
Company contained in this report are also subject to the following risks and
uncertainties:
In order for the Company to design, construct and embark on the planned
Waterborne Exhibition, additional debt and/or equity financing will be required.
While management believes that such financing will be available, no assurances
can be given that the Company will be successful in its efforts to obtain
additional financing, or that such financing will be available on a satisfactory
timetable. If the Company is unable to arrange income producing exhibitions
similar to its land-based exhibitions in Memphis, Hamburg and Long Beach, or
funding for the planned worldwide touring exhibition is not obtained, there
could be a curtailment of the Company's long-term business activities and
material delays in the implementation of its business plans.
21
<PAGE> 22
Until such time as the Company, if ever, presents the exhibition of its
artifacts on the Waterborne Exhibition, the Company could experience
difficulties or delays in making arrangements with third parties for the
presentation of exhibitions at land-based venues on terms that are acceptable
and satisfactory to the Company. The Company's ability to present such
exhibitions in association with third parties will be dependent upon the
agreement of such third parties to construct, market and operate the
exhibitions, or the Company having adequate financial resources to construct
and/or operate the exhibitions. Delays or difficulties in making arrangements
for the presentation of exhibitions at land-based venues could have a materially
adverse affect upon the Company's operations. Although the Company is seeking
arrangements for the presentation of "Titanic: The Exhibition" after its
presentation at the Florida International Museum ends on May 15, 1998 and for
the presentation of "Titanic: The Expedition" after its presentation ends at the
Queen Mary on January 5, 1998, no assurances can be made that the Company will
be successful in effectuating such arrangements on terms that are acceptable or
satisfactory to the Company.
The Company could experience difficulties or delays in obtaining
financing for the Waterborne Exhibition, and if financing is obtained on terms
acceptable to the Company, could also experience difficulties or delays in the
construction of the Waterborne Exhibition is subject to all the delays and
uncertainties associated with construction projects generally. Additionally, the
Company has not made arrangements for the presentation of the Waterborne
Exhibition in specific ports and will need to obtain permits and approvals from
local governmental authorities. While management of the Company believes that
such arrangements will be available on terms and conditions acceptable to the
Company, and that the Company will satisfy requirements for such permits and
approvals, difficulties and delays could be encountered in securing prospective
sites and/or the requisite permits and approvals, which, in turn, could delay or
otherwise adversely impact the Company's revenue producing activities.
The Company has been seeking and intends to continue to seek debt
financing to fund as much of the Waterborne Exhibition as may be available on
terms satisfactory to the Company. In connection with any such debt financing
that may be obtained, no assurances of which can be given, the Company expects,
among other things, to be required to pledge its assets to a lender, to be
restricted in its ability to incur additional obligations, and/or to abide by
certain financial covenants.
The Company's strategy for presenting exhibitions of Titanic artifacts
is dependent upon making acceptable arrangements with third parties or hiring
personnel who are experienced and possess expertise in operation and marketing
exhibitions. Management of the Company believes that acceptable arrangements
with such personnel or third-parties can be made within time frames required to
implement the Company's exhibition strategies. However, no assurance can be made
that such personnel or third-parties will be available on satisfactory terms or
when needed by the Company. Delays or difficulties in engaging personnel or
third parties for the operations and marketing of exhibitions, including without
limitation the Waterborne Exhibition, could have a materially adverse affect
upon the Company's operations.
22
<PAGE> 23
The Company's future business and operating results depend in
significant part upon the continued contributions of George Tulloch, the
Company's President. The Company does not maintain a key person life insurance
policy on Mr. Tulloch. The Company's future business and operating results also
depends in significant part upon its ability to attract and retain qualified
additional management, marketing and support personnel for its operations.
In order to protect its salvor-in-possession status and to prevent
third-parties from salvaging the Titanic wreck and wreck site, or interfering
with the Company's rights and ability to salvage the wreck and wreck site, the
Company may have to commence judicial proceedings against third-parties. Such
proceedings could be expensive and time-consuming. Additionally, the Company, in
order to maintain its salvor-in-possession status, needs to, among other things,
maintain a reasonable presence at the wreck through periodic expeditions. In
addition to the payment of the balance due to IFREMER for the Summer of 1996
Expedition, the Company will be required to incur the costs for future
expeditions so as to maintain its salvor-in-possession status. The Company's
ability to undertake future expeditions may be dependent upon the availability
of financing from the grant of licenses to produce television programming
and/or the grant of expedition sponsorship rights. No assurances can be given
that such financing will be available on satisfactory terms.
The amount spent by consumers on discretionary items, such as
entertainment activities and the purchase of merchandise, is dependent upon
consumers' levels of discretionary income, which may be adversely affected by
general or local economic conditions. A decrease in consumer spending on such
activities could have a material adverse effect on the Company's revenues from
exhibition activities and merchandising efforts.
To the extent that the Company has transactions outside of the United
States, the Company could be affected by nationalizations or unstable
governments or legal systems or intergovernmental disputes. These economic and
political uncertainties may affect the Company's results of operations,
especially to the extent that these matters affect the Company's exhibition
plans in Europe.
In connection with its activities outside of the United States, the
Company is exposed to the risk of currency fluctuations between the United
States dollar and certain foreign currency. If the value of the United States
dollar increases in relation to the foreign currency, the Company's potential
revenues from exhibition and merchandising activities outside of the United
States will be adversely affected. During the 1997 fiscal year, there were no
significant fluctuations in the exchange rates. Although the Company's financial
arrangements with IFREMER, the National Maritime Museum of Greenwich, England
and other entities have been based in whole or in part upon foreign currencies,
the Company has sought and will continue to seek to base its financial
commitments and understandings upon the United States dollar in its material
business transactions so as to minimize the adverse potential effect of currency
fluctuations.
23
<PAGE> 24
ITEM 8. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditor's Report F-1
Balance Sheet at February 28(29), 1996 and 1997 F-2
Statement of Operations for the years ended
February 28, 1995, February 29, 1996 and February 28, 1997 and for the period
from August 5, 1987 (inception)
to February 28, 1997 F-3
Statement of Owners' Equity for the years ended
February 28, 1995, February 29, 1996 and February 28, 1997, and for the period
from August 5, 1987 (inception) to February 28, 1997 F-4
Statement of Cash Flows for the years ended
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
February 28, 1995, February 29, 1996 and February 28, 1997, and for the
period from August 5, 1987 (inception) to February 28, 1997 F-6
Notes to Financial Statements F-8
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 10. MANAGEMENT
OFFICERS AND DIRECTORS
The directors, executive officers and significant employees of the
Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
George H. Tulloch 52 President and Director
William S. Gasparrini 69 Chairman of the Board
of Directors
Nicholas Vitti 44 Chief Financial Officer and
Director
John G. Duffy 48 Director
Robert A. Slavitt 69 Director
</TABLE>
24
<PAGE> 25
Directors hold office until the next annual shareholders' meeting or
until their successors have been duly elected and qualified. Executive officers
are appointed by and serve at the pleasure of the Board of Directors. By written
consent of a majority of shareholders dated May 1, 1997, Messrs. Gasparrini,
Vitti, Duffy and Slavitt have been removed as directors of the Company. Such
removal will become effective twenty (20) days after distribution of an
Information Statement in accordance with the provisions of the Securities Act of
1934, as amended.
George H. Tulloch has been President of the Company since May 1995 and
was its Executive Director of Corporate Public Relations and Chairman of the
Board of Directors of the Company since May 4, 1993. Mr. Tulloch also served as
the Company's Chief Financial Officer in May and June, 1995. After the RMS
Titanic's discovery in 1985, he successfully negotiated a recovery contract with
the ship's co-discoverer, IFREMER, France's National Oceanographic Institute.
In 1987, he organized Titanic Ventures Limited Partnership, a Connecticut
limited partnership, as the financial structure for this effort and is the
President of its general partner, Oceanic Research and Exploration Ltd., a
Delaware corporation. Mr. Tulloch's background includes having founded
Competition & Sports Cars, Ltd. in Greenwich, Connecticut in 1969, building its
sales volume into the largest BMW agency in the United States.
William S. Gasparrini has been a Director of the Company since June
1994, and has served as its Chairman of the Board and a member of the
Compensation Committee of the Board of Directors since May 1995. He has been a
limited partner of Titanic Ventures Limited Partnership since its inception.
From 1966 to the present, Mr. Gasparrini has served as the President of Post
Road Iron Works, Inc., a family owned business in Greenwich, Connecticut which
was founded in 1927. He has been an executive officer of the National Ornamental
& Miscellaneous Metal Association, has been a member of its Board of Directors
since 1973 and of its Board of Trustees since 1976, having been elected Trustee
Emeritus in 1987. In addition to having served as an officer and director of the
Greenwich, Connecticut YMCA and of the Greenwich, Connecticut Chamber of
Commerce, Mr. Gasparrini has received, among other honors, a Proclamation
Certificate from Westchester County, New York Board of Legislators for
"Providing Visionary Leadership" in 1987 and was voted "Volunteer of the Year"
by The Historical Society of Greenwich, Connecticut. Mr. Gasparrini is also the
owner of substantial real estate investments in Greenwich, Connecticut.
John G. Duffy has been a Director and has been a member of the
Compensation Committee of its Board of Directors since May 1995. Mr. Duffy has
been employed by the New York investment banking firm of Keefe, Bruyette & Woods
since 1978, and has served as its Director of Corporate Finance and as a member
of its Board of Directors since 1990.
Nicholas Vitti has been a Director of the Company and a member of the
Compensation Committee of its Board of Directors since May 1995, and has served
as its Chief Financial Officer since June 1995. Since 1986, Mr. Vitti has served
as the Chief Financial Officer of D'Addario Industries, Inc., a privately owned
company located in Bridgeport, Connecticut
25
<PAGE> 26
principally engaged in real estate development and construction activities. He
served as the Chief Financial Officer of Thorn EMI, which owns Capitol Records,
from 1981 to 1986, and was employed from 1974 to 1986 in various capacities by
Peat Marwick Mitchell & Company, presently known as KMPG Peat Marwick,
including as a Senior Manager. Mr. Vitti is a certified public accountant
licensed by the State of Connecticut.
Robert A. Slavitt has been a director of the Company since July 1995,
and is a senior partner in the law firm of Slavitt Connery & Vardamis of
Norwalk, Connecticut. He is a former President of the Norwalk-Wilton Connecticut
Bar Association; a director and former Vice President of the Alumni Association
of New York University School of Law; a member of the Dean's Task Force of New
York University School of Law; and a member of the Connecticut Bar Association
Eminent Domain Law Revision Committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation paid or
accrued to the executive officers of the Company for the fiscal years ended
February 28, 1995, February 29, 1996 and February 28, 1997:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Common
Name Other Shares
and Year Annual Subject to
Principal Ended February Compen- Options
Position 28th(29th) Salary sation Granted
- -------- ---------- ------ ------ -------
<S> <C> <C> <C> <C>
George Tulloch(1)
President and Former Chief
Financial Officer; Former
Executive Director of
Corporate Public 1997 $120,000 -0- -0-
Relations
1996 $120,000 -0- -0-
1995 $100,000 -0- -0-
Arnie Geller(1) 1997 -0- -0- -0-
Former President
and Former Chief 1996 $41,667 -0- -0-
Financial Officer
1995 $250,000 -0- -0-
Nicholas Vitti(2) 1997 -0- -0- -0-
1996 -0- -0- -0-
</TABLE>
26
<PAGE> 27
- ----------
(1) The foregoing compensation accrued for Mr. Tulloch is based upon an annual
salary of $120,000. On May 8, 1995, Mr. Tulloch was named President of the
Company. Mr. Tulloch's employment agreement, including stock options granted
thereunder, was terminated effective January 31, 1995. The foregoing amounts
reflected for Mr. Geller are adjusted to give retroactive effect to the
termination of his employment agreement, effective January 31, 1995, as a result
of which an aggregate of $387,691 of accrued compensation was waived by Mr.
Geller for 1995 and 1994 and stock options granted thereunder were cancelled.
See Note 7 to the financial statements presented in Item 8 of this Report. The
foregoing compensation accrued for Mr. Geller is based upon an annual salary of
$250,000 commencing May 4, 1993 and ceasing on April 21, 1995, the date of his
resignation as President of the Company, no portion of which has been paid to
date. Mr. Geller has agreed that his accrued compensation would be paid at the
discretion of the Board of Directors when the Company has sufficient income to
pay its creditors.
(2) Mr. Vitti has served as the Company's Chief Financial Officer since June
1995.
STOCK OPTIONS
No stock options were granted to the executive officers of the Company
during the fiscal year ended February 28, 1997.
OPTION EXERCISES AND HOLDINGS
None of the executive officers of the Company exercised any stock
options during the fiscal year ended February 28, 1997. Upon termination of the
employment agreements of Messrs. Geller and Tulloch effective January 31, 1995,
options that were granted to each of them to purchase 500,000 shares of Common
Stock were cancelled. See Note 7 to the financial statements presented in Item 8
of this Report.
COMPENSATION OF DIRECTORS
The Company does not have any arrangements for compensating directors
for services rendered as a director. No compensation has been paid to any
individual for services rendered as a director.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information at June 1, 1997 with
respect to (i) those persons known by the Company to be the owners of more than
5% of the Company's Common Stock, (ii) the ownership of the Company's Common
Stock by each director, and (iii) the ownership of the Company's Common Stock by
all executive officers and directors of the Company as a Group. Except as
otherwise indicated, each of the stockholders named below has sole voting and
investment power with respect to the Shares of Common Stock beneficially owned
by him:
27
<PAGE> 28
<TABLE>
<CAPTION>
NATURE OF AMOUNT OF
NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
- ---------------- --------- -------------------- -------------------
<S> <C> <C> <C>
Titanic Ventures Limited Partnership
204 Old Post Road Principal
Southport, Connecticut 06490 Shareholder 5,871,667(1)(2)(3) 36.3%
William S. Gasparrini Principal
23 Oak Street Shareholder,
Greenwich, Connecticut 06830 Chairman of the
Board 2,044,630(2)(3)(4) 12.6%
Arnie Geller Principal
720 Spring Street NW Shareholder
Atlanta, GA 30308 1,600,000 9.9%
George Tulloch Principal
c/o RMS Titanic, Inc. Shareholder,
17 Battery Place Officer,
New York, New York 10004 Director 81,309(2)(3)(5) 0.5%
John G. Duffy
415 Crestwood Avenue
Crestwood, New York 10707 Director 37,716 0.2%
Robert A. Slavitt
618 Putnam Avenue
Norwalk, Connecticut 06850 Director 20,047(6) 0.1%
Nicholas Vitti
4 Kristy Drive
Bethel, Connecticut 06831 Director 12,500 0.0%
All Officers and Directors
as a group of five (5)
persons 8,067,869(7) 49.9%
</TABLE>
- ---------------------
(1) George Tulloch is the President and sole shareholder of Oceanic
Research and Exploration Limited, a Delaware corporation which serves as the
General Partner of Titanic Ventures Limited Partnership ("TVLP"); William
Gasparrini is a limited partner of TVLP. The General Partner of TVLP has the
right to vote the shares of the Company without the consent of the Limited
Partners of TVLP, and may dispose of the shares of the Company upon the consent
of the Limited Partners of TVLP.
(2) Represents shares over which TVLP and Mr. Tulloch, as President of
ORE, exercise voting control. ORE has agreed to deliver 1,289,500 of such
shares to certain limited partners of TVLP, representing their respective
interest in shares of the Company owned by TVLP (the
28
<PAGE> 29
"Distribution Shares"), less a total of 87,388 shares which have been retained
from their interests for the payment of their pro-rata share of TVLP'S
expenses. The Distribution Shares are subject to a written proxy granting Mr.
Tulloch the right to vote such shares until June 17, 1999, with such proxies to
terminate upon the public market sale of such shares. As adjusted for delivery
of the Distribution Shares, TVLP has the power to dispose of 4,582,167 shares
of the Company, representing 28.3% of the outstanding Common Stock of the
Company. By letter agreement dated June 12, 1996 Mr. Tulloch had previously
agreed, subject to the fulfillment of certain conditions, to distribute eighty
(80%) percent of each limited partner's interest in the shares of the Company
owned by TVLP, subject to the execution of proxies by the limited partners
granting to the General Partner voting power over such shares until May 31,
1997, with such proxies to terminate upon the public market sale of such
shares. Mr. Tulloch and the General Partner believe that such letter agreement
is not enforceable on the basis of a number of grounds, including but not
limited to fraudulent inducement, repudiation and the absence of consideration,
and accordingly will not distribute shares of the Company owned by TVLP to the
limited partners of TVLP in accordance with the terms thereof. Mr. Gasparrini
claims that such June 12, 1996 letter agreement is valid and enforceable, and
has also claimed that a certain document dated April 21, 1995, pursuant to
which Mr, Tulloch allegedly agreed to distribute each limited partner's
interest in the shares of tht Company owned by TVLP and immediately granted
each limited partner the right to vote the shares of the Company's Common Stock
owned by TVLP in proportion to their partnership interests, is enforceable. Mr.
Gasparrini has threatened to commence legal proceedings against Mr. Tulloch and
ORE in order to enforce his rights under the June 12, 1996 letter agreement and
the purported April 21, 1995 agreement. Mr. Tulloch denies that he or ORE
entered into any such April 21, 1995 agreement or that such alleged agreement
was or is valid, and intends to vigorously defend any actions that may by
instituted by Mr. Gasparrini with respect to the June 12, 1996 letter agreement
or the purported April 21, 1995 agreement.
(3) In the event that Mr. Gasparrini successfully enforces the alleged
obligation of ORE to distribute the shares pursuant to the June 12, 1996 letter
agreement or the purported April 12, 1995 agreement, as referenced in footnote
(2), Mr. Gasparrini will receive distribution of a maximum of 1,912,288 shares
of the Company owned by TVLP (as may be decreased for payment of TVLP's
liabilities), and Mr. Tulloch, through his ownership of ORE, will receive
distribution of a maximum of 511,152 shares of the Company owned by TVLP (as
may be decreased for payment of TVLP's liabilities). In the event of the
distribution of such TVLP shares, Mr. Gasparrini would have the power to vote
and dispose of a maximum of 24.4% of the outstanding Common Stock of the
Company, Mr. Tulloch, through his ownership of ORE and exclusive of the Shares
he individually owns (see footnote (5) below), would have the right to vote a
maximum of 11.1% of the outstanding Common Stock of the Company (including the
Distribution Shares), and Mr. Tulloch would have the right to dispose of a
maximum of 3.2% of the Company.
(4) Does not include any shares that may be issued to Mr. Gasparrini
upon distribution of the shares of Common Stock registered in the name of TVLP,
of which Mr. Gasparrini is a limited partner.
(5) Does not include any shares that may be issued upon distribution of
the shares of
29
<PAGE> 30
Common Stock registered in the name of TVLP, of which Mr. Tulloch is the
President and sole shareholder of the General Partner.
(6) Does not include approximately 144,000 shares that may be issued
upon distribution of the shares of Common Stock registered in the name of TVLP
to which Mr. Slavitt claims to have a beneficial interest through a limited
partner of TVLP.
(7) Includes shares beneficially owned by TVLP. See footnote (1) above.
In the event that Mr. Gasparrini successfully enforces the alleged obligation
of Mr. Tulloch to distribute the shares pursuant to the June 12, 1996 letter
agreement or the purported April 12, 1995 agreement, all officers and directors
would have the right to dispose of 4,619,642 shares, respresenting 28.5% of the
Company's Common Stock, and would have the right to vote 5,909,142 shares,
representing 36.5% of the Company's Common Stock. See footnotes (2), (3) and
(6).
The foregoing table does not include options and warrants granted to
entities and individuals who are not executive officers or directors of the
Company to purchase 830,000 shares of Common Stock, including 250,000 shares
issuable upon the exercise of warrants granted subsequent to February 28, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During its fiscal year ended February 29, 1996, the Company accepted
subscriptions for the purchase of shares of its unregistered Common Stock at a
price of $.58 per shares from the following: William S. Gasparrini - 862,069
shares; John G. Duffy - 37,716 shares; Thomas B. Michaud, 25,862 shares; and
Thompson Living Trust, which is controlled by Jon K. Thompson - 431,034 shares.
Messrs. Gasparrini, Duffy, Michaud and Thompson served as directors of the
Company during the year ended February 29, 1996.
With respect to the fiscal year ended February 28, 1997, to the best of
the knowledge of the Company, Messrs. Tulloch and Gasparrini were delinquent in
filing a report on Form 4.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON
FORM 8-K
The following documents are filed as part of this Report on Form 10-K:
(a) Financial Statements. The following financial statements of the
Company are included in this Annual Report:
<TABLE>
<S> <C>
Independent Auditor's Report F-1
Balance Sheet at February 28(29), 1996 and 1997 F-2
Statement of Operations for the years ended
</TABLE>
30
<PAGE> 31
<TABLE>
<S> <C>
February 28(29), 1995, 1996 and 1997 and for
the period from August 5, 1987 (inception)
to February 28, 1997 F-3
Statement of Owners Equity for the years ended
February 28(29), 1995, 1996, and 1997 and for the period
from August 5, 1987 (inception) to February 28, 1997 F-4
Statement of Cash Flows for the years ended
February 28(29), 1995, 1996 and 1997, and for the
period from August 5, 1987 (inception) to February 28, 1997 F-6
Notes to Financial Statements F-8
</TABLE>
31
<PAGE> 32
(b) Financial Statement Schedules. None.
(c) Exhibits.
<TABLE>
<S> <C>
3.1 Articles of Incorporation, as amended.(1)
4.1 First Amendment to By-Laws of the Registrant.(2)
10.1 Lease Agreement between the Company and 17 Battery Place North
Associates.(3)
10.2 Promotion Agreement dated March 8, 1996 between the Company and
Guiness Import Company.(4)
10.3 Agreement dated April 15, 1996 between the Company and CRE-CO Finanz
GmbH.(4)
10.4 Pledge Agreement dated April 15, 1996 between the Company and CRE-CO Finanz
GmbH.(4)
10.5 Bailment Agreement dated April 15, 1996 between the Company and CRE-CO
Finanz GmbH.(4)
10.6 1996 Charter Agreement with IFREMER.(5)
10.7 Agreement dated August 8, 1996 between the Company and the City of
Memphis.(5)
10.8 Agreement dated July 22, 1996 between Discovery Communications, Inc.,
Ellipse Programme and the Company (omitted and filed separately as
confidential information).(5)
10.9 Agreement dated October 9, 1996 between the Company and the
National Maritime Center Authority.(6)
10.10 Exhibition Loan Agreement dated December 10, 1996 between the Company, the
City of Memphis, Tennessee and the Florida International Museum, Inc.
</TABLE>
- ------------------
(1) Filed as an exhibit to Registrant's Registration Statement on Form 8-A.
(2) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1995.
32
<PAGE> 33
(3) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended February 28, 1994.
(4) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1996.
(5) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended August 31, 1996.
(6) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1996.
33
<PAGE> 34
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant had duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RMS TITANIC, INC.
__, 1997 By:
-------------------------------------
George H. Tulloch, President and
Principal Executive Officer
__, 1997 By:
-------------------------------------
Nicholas Vitti, Principal Accounting
Officer
34
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date
indicated:
<TABLE>
<S> <C>
__, 1997
- ----------------------------------
William S. Gasparrini, Director
__, 1997
- ----------------------------------
George H. Tulloch, Director
__, 1997
- ----------------------------------
John G. Duffy, Director
__, 1997
- ----------------------------------
Nicholas Vitti, Director
__, 1997
- ----------------------------------
Robert A. Slavitt, Director
</TABLE>
35
<PAGE> 36
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS:
Balance Sheet at February 29, 1996 and February 28, 1997 F-2
Statement of Operations for the Years Ended February 28(29), 1995, 1996 and
1997 and for the Period from August 5, 1987 (Inception) to
February 28, 1997 F-3
Statement of Owners' Equity for the Years Ended February 28(29), 1995, 1996
and 1997 and for the Period from August 5, 1987 (Inception) to
February 28, 1997 F-4 - F-5
Statement of Cash Flows for the Years Ended February 28(29), 1995, 1996 and
1997 and for the Period from August 5, 1987 (Inception) to
February 28, 1997 F-6 - F-7
Notes to Financial Statements F-8 - F-23
</TABLE>
<PAGE> 37
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
RMS Titanic, Inc.
We have audited the accompanying balance sheets of RMS Titanic, Inc. (a
development stage company) as of February 29, 1996 and February 28, 1997, and
the related statements of operations, owners' equity, and cash flows for each of
the three years in the period ended February 28, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RMS Titanic, Inc. as of
February 29, 1996 and February 28, 1997, and the results of its operations and
its cash flows for each of the three years in the period ended February 28,
1997, in conformity with generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
New York, New York
May 27, 1997, except for Note 3, as to
which the date is June 12, 1997
F-1
<PAGE> 38
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
<TABLE>
<CAPTION>
FEBRUARY 29, FEBRUARY 28,
1996 1997
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 43,803 $ 105,854
Accounts receivable (Note 10) 19,510 34,715
Refundable withholding tax (Note 10) -- 87,500
Other current assets 10,000 4,800
- -----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 73,313 232,869
Artifacts Recovered, at cost (Notes 1, 3, 8 and 10) 5,922,350 7,714,340
Deferred Income Tax Asset, net of valuation allowance of
$1,640,000 and $1,910,000, respectively (Notes 1 and 4) -- --
Property and Equipment, net of accumulated depreciation
of $41,333 and $50,036, respectively 26,182 19,564
Other 38,611 38,611
- -----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 6,060,456 $ 8,005,384
===========================================================================================================
LIABILITIES AND OWNERS' EQUITY
Current Liabilities:
Note payable (Notes 3 and 6) $ 126,050 $ 128,530
Accounts payable and accrued liabilities (Notes 7, 8, 9 and 12) 2,023,574 3,093,448
Deferred revenue (Note 10) -- 675,000
Loans payable to partners 45,000 45,000
- -----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,194,624 3,941,978
- -----------------------------------------------------------------------------------------------------------
Commitments and Contingencies (Notes 2, 3, 6 and 7)
Owners' Equity (Notes 2 and 5):
Common stock - $.0001 par value; authorized 30,000,000 shares,
issued and outstanding 16,137,128 and 16,177,128 shares, respectively 1,614 1,618
Additional paid-in capital 13,869,963 13,909,999
Deficit accumulated during the development stage (10,005,745) (9,848,211)
- -----------------------------------------------------------------------------------------------------------
OWNERS' EQUITY 3,865,832 4,063,406
- -----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND OWNERS' EQUITY $ 6,060,456 $ 8,005,384
===========================================================================================================
</TABLE>
See Notes to Financial Statements
F-2
<PAGE> 39
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 5, 1987
(INCEPTION) TO
YEAR ENDED FEBRUARY 28(29), FEBRUARY 28,
1995 1996 1997 1997*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue (Notes 1, 10, 11 and 12):
Licensing fees -- -- $ 860,000 $ 1,435,000
Exhibitions $ 102,578 $ 547,493 116,019 981,818
Sponsorship fees -- -- 150,000 150,000
Merchandise and other 101,788 146,343 26,391 274,522
Sale of coal -- 30,705 94,154 124,859
- --------------------------------------------------------------------------------------------------------------------------
Total revenue 204,366 724,541 1,246,564 2,966,199
- --------------------------------------------------------------------------------------------------------------------------
Expenses:
General and administrative (Notes 1, 7 and 9) 1,610,308 806,324 1,079,470 7,501,595
Depreciation and amortization 18,190 12,356 8,703 115,469
Interest (Note 3) 53,571 13,826 857 916,732
Financing fees (Note 3) 53,333 6,667 -- 387,012
Acquisition of Management Agreement Option
(Notes 2 and 5) -- -- -- 3,400,000
Settlement expense (Note 6) -- 35,000 -- 221,715
Provision for uncollectible advances to affiliates -- -- -- 271,887
- --------------------------------------------------------------------------------------------------------------------------
Total expenses 1,735,402 874,173 1,089,030 12,814,410
- --------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1,531,036) $ (149,632) $ 157,534 $ (9,848,211)
==========================================================================================================================
Net income (loss) per common share (Note 1) $ (.11) $ (.01) $ .01 --
==========================================================================================================================
Weighted average number of common shares
outstanding (Note 1) 13,620,390 15,834,644 16,141,950 --
==========================================================================================================================
</TABLE>
* Not covered by independent auditor's report
See Notes to Financial Statements
F-3
<PAGE> 40
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OWNERS' EQUITY
PERIOD FROM AUGUST 5, 1987 (INCEPTION) TO FEBRUARY 28, 1997
<TABLE>
<CAPTION>
TITANIC VENTURES DEFICIT
LIMITED ACCUMULATED
PARTNERSHIP ADDITIONAL DURING THE
("TVLP") CAPITAL COMMON STOCK PAID-IN DEVELOPMENT OWNERS'
CONTRIBUTIONS SHARES AMOUNT CAPITAL STAGE EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
For the period from August 5, 1987
(inception) to February 29, 1988:
TVLP partners' capital contributions:
Cash $ 1,725,000 -- -- -- -- $ 1,725,000
Costs paid by partners of TVLP 450,000 -- -- -- -- 450,000
Net loss -- -- -- -- $ (284,732) (284,732)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at February 29, 1988* 2,175,000 -- -- -- (284,732) 1,890,268
Net loss for the year ended February 28, 1989* -- -- -- -- (304,903) (304,903)
Net loss for the year ended February 28, 1990* -- -- -- -- (673,709) (673,709)
Net loss for the year ended February 28, 1991* -- -- -- -- (468,645) (468,645)
Net loss for the year ended February 29, 1992* -- -- -- -- (425,607) (425,607)
Net loss for the year ended February 28, 1993 -- -- -- -- (682,625) (682,625)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1993 2,175,000 -- -- -- (2,840,221) (665,221)
Exchange of shares of RMS Titanic, Inc.
for assets and liabilities of TVLP
(Notes 1 and 2) (2,175,000) 7,066,667 $707 $2,174,293 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' deficiency as of
February 28, 1993 restated giving
effect to the acquisition (Note 2) -- 7,066,667 707 2,174,293 (2,840,221) (665,221)
</TABLE>
(continued)
* Not covered by independent auditor's report
See Notes to Financial Statements
F-4
<PAGE> 41
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OWNERS' EQUITY
PERIOD FROM AUGUST 5, 1987 (INCEPTION) TO FEBRUARY 28, 1997
<TABLE>
<CAPTION>
TITANIC VENTURES
LIMITED
PARTNERSHIP
("TVLP") CAPITAL COMMON STOCK
CONTRIBUTIONS SHARES AMOUNT
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stockholders' equity of RMS Titanic, Inc.
attributable to former stockholders - 973,373 $ 97
Elimination of RMS Titanic, Inc.
accumulated deficit at time of acquisition - - -
Issuance of common stock (Note 5):
Cash - net of issuance costs - 956,500 96
Other than cash - 3,940,969 395
Conversion of Class B warrants - 1,700 -
Net loss for the year ended February 28, 1994 - - -
- ---------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1994 - 12,939,209 1,295
Contributed capital arising from termination
of employment agreement (Note 7) - - -
Issuance of common stock (Note 5):
Cash - net of issuance costs - 908,500 91
Other than cash (Note 3) - 60,000 6
Conversion of Class B warrants - 1,000 -
Net loss for the year ended February 28, 1995 - - -
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 28, 1995 - 13,908,709 1,392
Issuance of common stock:
Cash (Note 5) - 1,589,576 159
Other than cash (Notes 3 and 6) - 638,343 63
Conversion of Class B warrants - 500 -
Net loss for the year ended February 29, 1996 - - -
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 29, 1996 - 16,137,128 1,614
Issuance of common stock:
Other than cash (Notes 3 and 6) 40,000 4
Net income for the year ended February 28, 1997 - - -
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 28, 1997 $ - 16,177,128 $1,618
=====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
PAID-IN DEVELOPMENT OWNERS'
CAPITAL STAGE EQUITY
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Stockholders' equity of RMS Titanic, Inc.
attributable to former stockholders $ 410,959 $ (451,165) $ (40,109)
Elimination of RMS Titanic, Inc.
accumulated deficit at time of acquisition (451,165) 451,165 -
Issuance of common stock (Note 5):
Cash - net of issuance costs 2,757,085 - 2,757,181
Other than cash 6,592,328 - 6,592,723
Conversion of Class B warrants - - -
Net loss for the year ended February 28, 1994 - (5,484,856) (5,484,856)
- ---------------------------------------------------------------------------------------------------------------------
Balance at February 28, 1994 11,483,500 (8,325,077) 3,159,718
Contributed capital arising from termination
of employment agreement (Note 7) 387,691 - 387,691
Issuance of common stock (Note 5):
Cash - net of issuance costs 654,511 - 654,602
Other than cash (Note 3) 59,994 - 60,000
Conversion of Class B warrants - - -
Net loss for the year ended February 28, 1995 - (1,531,036) (1,531,036)
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 28, 1995 12,585,696 (9,856,113) 2,730,975
Issuance of common stock:
Cash (Note 5) 921,797 - 921,956
Other than cash (Notes 3 and 6) 362,470 - 362,533
Conversion of Class B warrants - - -
Net loss for the year ended February 29, 1996 - (149,632) (149,632)
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 29, 1996 13,869,963 (10,005,745) 3,865,832
Issuance of common stock:
Other than cash (Notes 3 and 6) 40,036 - 40,040
Net income for the year ended February 28, 1997 - 157,534 157,534
- ---------------------------------------------------------------------------------------------------------------------
Balance as of February 28, 1997 $13,909,999 $ (9,848,211) $ 4,063,406
=====================================================================================================================
</TABLE>
See Notes to Financial Statements
F-5
<PAGE> 42
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 5, 1987
(INCEPTION) TO
YEAR ENDED FEBRUARY 28(29), FEBRUARY 28,
1995 1996 1997 1997*
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,531,036) $(149,632) $ 157,534 $(9,848,211)
- ----------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net income (loss) to net
cash provided by (used in)
operating activities:
Depreciation and amortization 18,190 12,356 8,703 115,469
Noncash financing costs 53,333 6,667 -- 387,012
Acquisition of Management Agreement Option
for noncash consideration -- -- -- 3,400,000
Write-off of advances to affiliates -- -- -- 271,887
Noncash interest expense 66,544 4,500 -- 886,202
Expenses paid by TVLP partners and TVLP affiliate
on behalf of TVLP -- -- -- 427,564
Reduction in artifacts recovered -- 3,000 8,010 11,010
Changes in operating assets and liabilities, net of
effect from acquisition:
Decrease (increase) in accounts receivable (131,412) 111,902 (15,205) (34,715)
Increase in refundable withholding tax -- -- (87,500) (87,500)
Decrease (increase) in other current assets (2,402) 13,532 5,200 (4,800)
Increase in advances to TVLP affiliates -- -- -- (271,887)
Increase in other (27,501) -- -- (38,611)
Increase in organization costs (fully amortized) -- -- -- (60,483)
Increase in deferred revenue -- -- 675,000 675,000
(Decrease) increase in note payable, accounts
payable and accrued liabilities 1,631,345 (388,844) 158,136 3,520,105
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS 1,608,097 (236,887) 752,344 9,196,253
- ----------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 77,061 (386,519) 909,878 (651,958)
- ----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Artifact recovery costs, including related deposits and
net of $980,000 in related accounts payable in 1997 (700,000) -- (820,000) (4,672,975)
Purchases of property and equipment (1,101) -- (2,085) (74,550)
- ----------------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES (701,101) -- (822,085) (4,747,525)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Not covered by independent auditor's report
(continued)
See Notes to Financial Statements
F-6
<PAGE> 43
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 5, 1987
(INCEPTION) TO
YEAR ENDED FEBRUARY 28(29), FEBRUARY 28,
1995 1996 1997 1997*
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash flows from financing activities:
Loans from TVLP partners - - - $ 432,705
Proceeds from notes payable - - - 650,000
Proceeds from issuance of common stock and capital
contributions $ 720,055 $ 921,956 - 7,209,446
Stock issuance costs (65,453) - - (1,150,707)
Repayment of advances from TVLP partner - - - (475,000)
Repayment of notes payable (150,000) (492,165) $ (25,742) (1,161,107)
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 504,602 429,791 (25,742) 5,505,337
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash (119,438) 43,272 62,051 105,854
Cash at beginning of period 119,969 531 43,803 - 0 -
- ----------------------------------------------------------------------------------------------------------------------------------
Cash at end of period $ 531 $ 43,803 $ 105,854 $ 105,854
=================================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 24,015 $ 9,326 $ 857 $ 36,698
=================================================================================================================================
</TABLE>
See Notes 2, 3, 5, 6 and 7 for information regarding noncash investing and
financing activities.
* Not covered by independent auditor's report
See Notes to Financial Statements
F-7
<PAGE> 44
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF RMS Titanic, Inc. initially conducted business as
BUSINESS AND SUMMARY Titanic Ventures Limited Partnership ("TVLP"). RMS
OF SIGNIFICANT Titanic, Inc. and TVLP are referred to as the
ACCOUNTING POLICIES: "Company" as the context dictates.
TVLP was formed on August 5, 1987 for the purposes
of exploring the wreck and surrounding oceanic
area of the vessel the RMS Titanic (the
"Titanic"); obtaining oceanic material and
scientific data available therefrom in various
forms, including still and moving photography and
artifacts from the wreck site; and utilizing such
data and artifacts in revenue-producing activities
such as touring exhibitions, television programs
and the sale of still photography. In addition,
the Company earns revenue from the sale of coal
and Titanic-related products (see Notes 10 and
11).
The Company commenced operations in August 1987
with an expedition and dive to the wreck of the
Titanic from which the Company recovered over
1,800 objects, including coins (the "Coins"),
currency and other items. The Company has not
commenced its planned principal revenue-producing
operation, which is an extensive worldwide touring
exhibition of the artifacts. Accordingly, the
Company is considered to be in the development
stage for financial reporting purposes. The
Company completed a second expedition and dive to
the Titanic in June 1993, during which
approximately 800 artifacts were recovered and
videotape of such expedition was produced. In July
1994, a third expedition and dive to the Titanic
was completed by the Company, during which over
1,000 artifacts and other items (coal used on the
Titanic) were recovered and videotape of such
expedition was produced. In July 1996, a fourth
expedition and dive to the Titanic was completed
by the Company, during which over 70 artifacts
were recovered and videotape of such expedition
was produced (see Note 8). All the items recovered
as described above are collectively referred to as
the "Artifacts."
Pursuant to a judgment entered in the Federal
District Court for the Eastern District of
Virginia (the "Court") on June 7, 1994, as
amended, the Company was declared
salvor-in-possession of the Titanic, the sole and
exclusive owner of any items recovered from the
Titanic and, so long as the Company is
salvor-in-possession, the sole and exclusive owner
of items recovered from the Titanic in the future
(see Note 6).
On May 4, 1993, in a transaction accounted for as
a "reverse acquisition," TVLP sold all of its
assets, subject to the assumption of all
liabilities, to First Response Medical, Inc.
("FRM"), a public company that changed its name to
RMS Titanic, Inc. (see Note 2) (the
"Acquisition"). The historical financial
statements of TVLP prior to May 4, 1993 have been
substituted for the historical financial
statements of FRM.
Artifacts recovered from the Titanic are carried
at the lower of cost of recovery or net realizable
value ("NRV"). The costs of recovery are the
direct costs of chartering of vessels and related
crews and equipment required to complete the dive
operations. Costs associated with the care,
management and preservation of recovered artifacts
are expensed as incurred.
To ascertain that the aggregate NRV of the
Artifacts exceeds the direct costs of recovery of
such Artifacts, the Company evaluates various
evidential matter.
F-8
<PAGE> 45
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Such evidential matter includes documented sales
and offerings of Titanic-related memorabilia by
auction houses and private dealers, an appraisal
of certain artifacts, insurance coverage obtained
in connection with the potential theft, damage or
destruction of all or part of the Artifacts and
other evidential matter regarding the public
interest in the Titanic.
The artifacts recovered from the first dive were
conserved and preserved by Electricite de France
("EDF"), the French government-owned utility,
pursuant to a contractual agreement. EDF agreed to
perform the conservation and preservation on the
first 200 artifacts at no charge for publicity
purposes. The Company has not recorded the value
of the services provided by EDF in the financial
statements since such value cannot be reasonably
estimated. Prior to March 1, 1994, the Company was
charged approximately $125,000 for conservation
and preservation performed on artifacts in excess
of the first 200 recovered.
Under an agreement with IFREMER, the Institute of
France for the Research and Exploration of the
Sea, which was the general contractor for the
salvage operations, the Company is restricted from
selling certain artifacts except to an entity that
will make them available for exhibition to the
public, as defined.
Revenue from the licensing of the production and
exploitation of audio and visual recordings, which
are performed by third parties, related to the
Company's expeditions are recognized at the time
that the expedition and dive takes place.
Revenue from the licensing of still photographs is
recognized at the time the rights were granted to
the licensee.
Revenue from exhibitions is recorded in the period
that the exhibition takes place. The amount
recorded represents the Company's share of the net
revenue, as defined, from the exhibition.
Revenue from the granting of sponsorship rights
related to the Company's expeditions and dives is
recognized at the completion of the expedition.
Revenue from the sale of Titanic-related products
is recognized when the item is sold (see Note 10).
Coal recovered from the Titanic is being offered
for sale by the Company. Revenue from sales of
such coal is recognized at the date of shipment to
customers. Recovery costs attributable to the coal
have been charged to operations as revenue from
coal sales have been recognized. Such costs
aggregating approximately $3,000 and $8,000 have
been included in general and administrative
expenses in the accompanying statement of
operations for the years ended February 28(29)
1996 and 1997, respectively.
The Company provides for income taxes in
accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income
Taxes. Under this statement, deferred income tax
assets and liabilities are determined based on
differences between financial reporting and tax
bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be
in effect when the differences are expected to
reverse.
F-9
<PAGE> 46
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company elected to continue to measure
compensation cost using APB Opinion No. 25 as is
permitted by SFAS No. 123, Accounting for
Stock-Based Compensation, effective for financial
statements with fiscal years beginning after
December 15, 1995.
The Company adopted SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, on March 1,
1996. The adoption of SFAS No. 121 was not
significant to the financial statements.
TVLP was a partnership and, accordingly, no
provision or credit is made in the historical
financial statements of TVLP since the partnership
was not responsible for payment of income taxes.
All items of income and loss retained their
characteristics and passed through directly to the
individual partners.
Earnings per share are based upon the weighted
average number of common shares outstanding for
the periods presented, after giving retroactive
effect to the shares issued in connection with the
Acquisition. For the years ended February 28, 1995
and February 29, 1996, options and warrants to
purchase common stock have been excluded from the
computation of weighted average shares outstanding
since their inclusion would have an antidilutive
effect. For the year ended February 28, 1997, the
dilutive effect of common stock equivalents is not
material.
The Company intends to adopt SFAS No. 128,
Earnings per Share, which is effective for
financial statements with fiscal years beginning
after December 15, 1997. Management believes the
effect of this change on the Company's financial
statements will not be material.
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect reported amounts in
the financial statements. Actual results could
differ from those estimates.
The Company, at February 28, 1997, and
periodically throughout the year, has maintained
balances in its operating account in excess of
federally insured limits.
2. REVERSE On May 4, 1993, TVLP sold all rights, title and
ACQUISITION interest in its assets to FRM subject to FRM
AND ACQUISITION assuming all of its liabilities. TVLP was issued
OF MANAGEMENT 7,066,667 unregistered shares of common stock of
AGREEMENT FRM as consideration for the sale. FRM also issued
OPTION: 400,000 shares of unregistered common stock to
unrelated parties as a finders' fee in connection
with the transaction. These shares, when added to
the shares described below, represented
approximately 90% of the total issued and
outstanding common shares of FRM after the
acquisition. Since TVLP owned a controlling
interest in FRM, the transaction was accounted for
as a "reverse acquisition" with TVLP deemed to be
the acquiring entity. FRM changed its name to RMS
Titanic, Inc. and, as stated above, the historical
financial statements of TVLP prior to May 4, 1993
have been substituted for the historical financial
statements of FRM. There were 973,373 shares of
FRM outstanding on the date of the Acquisition.
On May 2, 1993, TVLP agreed to enter into a
10-year Management Agreement Option with an
individual (the "Manager"), whereby the Manager
would provide
F-10
<PAGE> 47
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
business and artistic guidance to TVLP in order to
further develop TVLP as a profit-making entity.
The Manager would be entitled to receive 20% of
the gross earnings, as defined, of TVLP. The
Management Agreement Option would become effective
at the option of the Manager.
Upon the sale of TVLP's assets subject to the
assumption of all liabilities discussed above, the
Manager exchanged the Management Agreement Option
for 2,266,666 shares of FRM unregistered common
stock. For financial reporting purposes, a fair
value of approximately $1.50 per share was
assigned to these shares (see Note 5).
Accordingly, $3,400,000 was charged to operations
in the first quarter of the year ended February
28, 1994.
The Manager was formerly an officer and director
of the Company.
The ownership of the general partner of TVLP was
challenged in an action which commenced on March
27, 1996. Such action was resolved with no
significant impact to the Company (see note 6).
The shareholder of the general partner of TVLP
has voting control over the shares of common
stock of RMS Titanic, Inc. held by TVLP. The
control of such shares may be challenged in a
legal action the results of which may require the
distribution of certain shares to certain
partners of TVLP. A change in control of RMS
Titanic, Inc. may occur in such instance.
3. NOTE PAYABLE: Note payable consists of the following:
<TABLE>
<CAPTION>
February 29, February 28,
1996 1997
----------------------------------------------------------------------------------------
<S> <C> <C>
Note payable - LS Capital Corporation $126,050 $128,530
========================================================================================
</TABLE>
On May 4, 1993 and May 12, 1993, the Company
received $500,000 and $150,000, respectively, from
LS Capital Corporation (formerly Lone Star Casino
Corporation) ("LS Capital"), as evidenced by
promissory notes (the "Notes") bearing interest
at the rate of 1% per month and payable on
August 4, 1993 and August 12, 1993, respectively,
subject to the Company's option to extend
the due dates of the Notes to November 4, 1993 and
November 12, 1993, respectively. At the option of
the holder of the Notes, the principal amounts
outstanding could be converted into 200,000 and
60,000 shares of the Company's common stock,
respectively. As additional consideration for such
loans, the Company issued 150,000 shares of its
common stock to LS Capital and agreed to issue up
to an additional 130,000 shares of its common
stock in the event that the Company exercised its
option to extend the due dates of the Notes. The
Company exercised its option to extend payment of
the then outstanding balance due on the $500,000
note to November 4, 1993. An aggregate of 218,008
shares of common stock (150,000 shares on May 4,
1993 and 68,008 shares on August 4, 1993) was
issued as additional consideration for the Notes
and related extensions and were assigned an
aggregate value of $327,012 or $1.50 per share.
Such amount has been charged to operations as
financing fees during the year ended February 28,
1994. The Company granted a first lien on the
Coins with respect to the obligations under the
Notes. An individual who, until the closing of the
Acquisition, was the President, a director and a
principal stockholder of FRM, and another
individual who served as a director of FRM until
the Acquisition are affiliated with LS Capital.
The $150,000 note was repaid in full and the
Company paid $243,200 on account of the $500,000
note, and an additional $130,750 was converted
into 52,300 shares of unregistered common
stock of the
F-11
<PAGE> 48
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Company, resulting in an outstanding unpaid
principal balance of $126,050, payment of which
was overdue but with respect to which the Company
attempted to repay without success as the
repayment had been refused. The note was the
subject of litigation (see Note 6). Pursuant to
the terms of a settlement agreement entered into
effective January 15, 1997 by and between the
Company, LS Capital and affiliates of LS Capital,
the Company will pay LS Capital $154,272,
representing the outstanding principal balance of
$126,050 and accrued interest of $28,222, in 12
equal installments commencing on January 15,
1997. Additionally, pursuant to the terms of the
settlement agreement, the first lien on the Coins
has been released. As of February 28, 1997, the
Company made two installment payments aggregating
$25,742, resulting in an outstanding balance of
$128,530. Subsequent to February 28, 1997, the
Company did not make certain required payments.
On June 12, 1997, the Company remitted all
amounts in arrears to LS Capital and cured its
failure to make payments timely. The fair value
of the note approximates its carrying value at
February 28, 1997.
On July 6, 1994, the Company received $300,000
from a director of the Company, as evidenced by a
promissory note bearing interest at the rate of
10% per annum and payable on April 6, 1995. An
aggregate of 60,000 shares of common stock was
issued as additional consideration for the note
and was assigned an aggregate value of $60,000 or
$1.00 per share. At the option of the holder of
the promissory note, the principal amount
outstanding plus accrued interest (aggregating
approximately $328,500) was converted into 604,310
shares of the Company's common stock on April 21,
1995. During the years ended February 28(29), 1995
and 1996, $53,333 and $6,667, respectively, were
charged to operations as financing fees (see Note
5).
4. INCOME TAXES: The deferred income tax asset consists of the
following:
<TABLE>
<CAPTION>
February 29, February 28,
1996 1997
----------------------------------------------------------------------------------------
<S> <C> <C>
Loss carryforwards $1,140,000 $1,270,000
Expenses not currently deductible 500,000 640,000
----------------------------------------------------------------------------------------
Gross deferred tax asset 1,640,000 1,910,000
Valuation allowance 1,640,000 1,910,000
----------------------------------------------------------------------------------------
NET DEFERRED TAX ASSET $ - 0 - $ - 0 -
========================================================================================
</TABLE>
At February 28, 1997, the Company has net
operating loss carryforwards for financial
reporting and income tax purposes of approximately
$4,775,000 and $3,175,000, respectively, expiring
through 2010. A valuation allowance of 100% of the
deferred income tax asset has been provided due to
uncertainty of future realization of this tax
benefit.
The Company's February 28, 1994 federal income tax
return is the subject of an examination by the
Internal Revenue Service.
F-12
<PAGE> 49
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
5. OWNERS' Prior to the Acquisition, FRM initiated an
EQUITY: exchange agreement with the holders of certain
Class B warrants in which the holders would
receive shares of common stock of FRM in
exchange for certain Class B warrants. As of
February 28, 1997, the Company had received
20,700 Class B warrants to be exchanged for
20,700 shares of common stock of the
Company, of which 17,500 shares still remain
to be issued. There are 5,566 warrants
outstanding as of February 28, 1997.
The following unregistered shares of common stock
were issued for cash consideration:
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 28, 1994 Date Shares Amount Capital Total* Share
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 6/15/93 589,490 $ 59 $1,700,134 $1,700,193 $ 2.88
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 7/15/93 225,000 23 756,965 756,988 $ 3.36
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 12/25/93 71,005 7 149,993 150,000 $ 2.11
Director of the
Company 12/25/93 71,005 7 149,993 150,000 $ 2.11
- -----------------------------------------------------------------------------------------------------------------
956,500 $ 96 $2,757,085 $2,757,181
=================================================================================================================
</TABLE>
F-13
<PAGE> 50
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 28, 1995 Date Shares Amount Capital Total* Share
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 3/01/94 270,000 $27 $ 206,523 $ 206,550 $ .7650
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 3/15/94 10,000 1 7,649 7,650 $ .7650
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 5/31/94 112,500 11 113,895 113,906 $ 1.0125
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 6/08/94 116,000 12 117,429 117,441 $ 1.0125
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 8/15/94 200,000 20 96,535 96,555 $ .4828
Private placements
pursuant to Regulation
S of the Securities Act
of 1933 9/01/94 200,000 20 112,480 112,500 $ .5625
- -----------------------------------------------------------------------------------------------
908,500 $91 $ 654,511 $ 654,602
===============================================================================================
</TABLE>
* The total column represents amounts the Company realized after
deducting commissions on private placements pursuant to Regulation S of
the Securities Act of 1933 aggregating $1,085,254 and $65,453 for the
years ended February 28, 1994 and 1995, respectively.
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 29, 1996 Date Shares Amount Capital Total Share
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Private placements 3/23/95 296,473 $ 30 $171,926 $171,956 $0.58
Private placements 4/21/95 1,293,103 129 749,871 750,000 $0.58
- ----------------------------------------------------------------------------------------------
1,589,576 $ 159 $921,797 $921,956
==============================================================================================
</TABLE>
The table for the year ended February 29, 1996 includes 1,356,681 shares of the
Company's common stock issued to certain individuals who served on the board of
directors during the year ended February 29, 1996.
F-14
<PAGE> 51
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
In addition to the common shares issued as part of the Acquisition, the
following unregistered shares of common stock were issued for consideration
other than cash:
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 28, 1994 Date Shares Amount Capital Total Share
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Acquisition of
Management Agree-
ment Option (a) 3/01/93 2,266,666 $227 $3,399,773 $3,400,000 $ 1.50
Finders' fees in
connection with
the Acquisition (b) 5/04/93 400,000 40 (40) -- $ .0001
Financing fees (c) 5/04/93 150,000 15 224,985 225,000 $ 1.50
Commission on sale
of common stock (d) 7/15/93 45,000 5 (5) -- $ .0001
Exchange of notes
payable to TVLP
partners (e) 7/31/93 349,024 35 1,005,145 1,005,180 $ 2.88
Exchange of notes
payable to TVLP
partners (e) 7/31/93 75,000 8 149,992 150,000 $ 2.00
Exchange of notes
payable to TVLP
partners (e) 7/31/93 122,465 12 612,313 612,325 $ 5.00
Financing fees (f) 8/04/93 68,008 7 102,005 102,012 $ 1.50
Partial settlements
of certain accounts
payable (g) 8/09/93 6,344 1 13,765 13,766 $ 2.17
Partial settlements
of certain accounts
payable (g) 8/09/93 11,642 1 33,528 33,529 $ 2.88
Partial conversion of
a note payable (h) 8/23/93 52,300 5 130,745 130,750 $ 2.50
Exchange of notes
payable to a TVLP
partner (i) 8/31/93 195,604 19 252,310 252,329 $ 1.29
Partial settlement of
a note payable (j) 12/24/93 150,000 15 569,985 570,000 $ 3.80
Partial settlements of
certain accounts
payable (k) 2/02/94 48,916 5 97,827 97,832 $ 2.00
- --------------------------------------------------------------------------------------------
3,940,969 $395 $6,592,328 $6,592,723
============================================================================================
</TABLE>
F-15
<PAGE> 52
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 28, 1995 Date Shares Amount Capital Total Share
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Financing fees (1) 9/26/94 60,000 $ 6 $ 59,994 $ 60,000 $1.00
==============================================================================================
</TABLE>
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 29, 1996 Date Shares Amount Capital Total Share
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Conversion of note
payable - Director of
the Company (m) 4/21/95 604,310 $60 $328,440 $328,500 $0.5436
Settlement of
lawsuit (n) 6/23/95 34,033 3 34,030 34,033 $1.0000
- ----------------------------------------------------------------------------------------------
638,343 $63 $362,470 $362,533
==============================================================================================
</TABLE>
<TABLE>
<CAPTION>
Additional Price
Year Ended Common Stock Paid-in per
February 28, 1997 Date Shares Amount Capital Total Share
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Settlement of
lawsuit (o) 1/15/97 40,000 $ 4 $ 40,036 $ 40,040 $1.0010
==============================================================================================
</TABLE>
(a) These shares were issued in exchange for the Management Agreement
Option (see Note 2) and have been valued at $1.50 per share, which
represents approximately 50% of the price the Company sold shares of
common stock in connection with private placements pursuant to
Regulation S of the Securities Act of 1933 ($2.88) since such shares
would be restricted securities within the meaning of Rule 144 for at
least two years.
(b) These shares were issued in connection with the Acquisition (see Note
2) and have been recorded at par value with a corresponding reduction
in additional paid-in capital. The value of the shares was determined
by reference to the net tangible assets of FRM acquired in the
Acquisition (a deficiency of $40,109).
(c) These shares were issued in connection with the Notes and related
extensions (see Note 3) and were valued on a basis consistent with the
Management Agreement Option discussed above.
(d) These shares were issued as a commission on the sale of common stock
and were recorded at par value, with a corresponding reduction in
additional paid-in capital.
(e) Certain partners of TVLP (including stockholders of TVLP's corporate
general partner) have, from time to time, loaned funds to TVLP or
satisfied obligations with creditors on behalf of TVLP. During the
years ended February 28(29), 1988, 1989 and 1990, artifact recovery
costs of $1,772,375 were paid by TVLP partners,
F-16
<PAGE> 53
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
of which $1,322,375 was recorded as loans payable to TVLP partners and
$450,000 as capital contributions.
During the year ended February 28, 1994, these individuals converted
notes payable and accrued interest owed to them into shares of common
stock.
The valuation of the shares issued in connection with these
transactions was based upon the $2.88 per share realized by the Company
in connection with the Regulation S sales of common stock noted above.
(f) These shares were issued in connection with the Notes and related
extensions (see Note 3) and were valued on a basis consistent with the
Management Agreement Option discussed above.
(g) These shares were issued upon the partial settlements of accounts
payable and were valued based upon negotiated settlements with
unrelated third parties.
(h) These shares were issued upon the partial conversion of a note payable
to LS Capital and were valued based upon negotiations with LS Capital
(see Note 3).
(i) These shares were issued in connection with the conversion of certain
notes payable and accrued interest owed to a partner of TVLP (a
director of the Company at the time of the transaction) and were valued
based upon a negotiated settlement. The value of the shares was less
than the market value of the Company's publicly traded shares on the
date of the transaction since such shares are restricted securities for
at least two years.
(j) These shares were issued upon the partial settlement of a note payable
and were valued based upon a negotiated settlement with a law firm.
(k) These shares were issued upon the partial settlements of accounts
payable and were valued based upon negotiated settlements with
unrelated third parties.
(l) During the year ended February 28, 1995, the Company issued 60,000
shares of unregistered common stock to a director of the Company as
additional consideration for a convertible subordinated note (see Note
3). These shares were valued based upon the market value of the
Company's publicly traded shares on the date of the transaction.
(m) These shares were issued to a director of the Company in connection
with the conversion of a note payable plus accrued interest and related
fees (see Note 3). These shares were valued at less than the market
value of the Company's publicly traded shares on the date of conversion
since such shares are restricted securities for at least two years.
(n) These shares were issued to the Financial Group of Kuwait, K.S.C.C.
("FGK") (see Note 6) and were valued based upon a negotiated settlement
of certain litigation.
(o) These shares were issued to LS Capital to satisfy certain obligations
and were valued based upon a negotiated settlement of certain
litigation (see Note 6).
F-17
<PAGE> 54
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Transactions relating to stock options are as follows:
<TABLE>
<CAPTION>
Weighted-
Average
Exercise Exercise
Number Price Price
of Shares per Share per Share
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at February 28, 1994 1,000,000 $ 1.25 $1.25
Granted 580,000 $1.25 - $2.88 $1.47
Canceled (see Note 7) (1,000,000) $ 1.25 $1.25
- -----------------------------------------------------------------------------------------------
BALANCE AT FEBRUARY 28(29),
1995, 1996 AND 1997 580,000 $1.25 - $2.88 $1.47
===============================================================================================
</TABLE>
During the years ended February 29, 1996 and February 28, 1997, there
were no options granted, exercised, canceled or expired.
The following table summarizes the information about stock options
outstanding at February 28, 1997:
<TABLE>
<CAPTION>
Options Outstanding and Exercisable
------------------------------------------------------
Weighted-
Number Average Weighted-
Outstanding Remaining Average
Range of at February 28, Contractual Exercise
Exercise Price 1997 Life (Years) Price
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$1.25 500,000 2.1 $1.25
$2.88 80,000 2.2 $2.88
- ---------------------------------------------------------------------------------------------
$1.25 - $2.88 580,000 2.1 $1.47
=============================================================================================
</TABLE>
6. LITIGATION: During the year ended February 29, 1996, a lawsuit
in which the Company was a named defendant that was commenced
in the United States District Court for the Southern District
of New York on or about August 5, 1994 (Financial Group of
Kuwait, K.S.C.C. v. RMS Titanic, Inc. et al., 94 Civ. 5719)
was settled. Pursuant to the terms of the settlement, the
Company agreed to issue to FGK 34,033 shares of its common
stock, other defendants agreed to transfer to FGK an aggregate
of 87,774 shares of the Company's common stock, and the
Company agreed to remove stop transfer instructions on 52,300
shares of its common stock registered in the name of FGK.
Pursuant to an agreement among the settling defendants, the
Company agreed to bear the responsibility for payment of up to
$.25 per share with respect to 64,427 shares. The parties to
such lawsuit reciprocally released each other from all claims
relating to such lawsuit. The Company recorded a charge to
operations of $35,000 during the year ended February 29, 1996
which represents the fair value of the shares issued to FGK.
F-18
<PAGE> 55
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company was a named defendant in a lawsuit entitled LS
Capital et al. v. Financial Group of Kuwait, et al. (including
certain officers of the Company), Docket No. 94-046398 pending
in the District Court of Harris County in and for the 151st
Judicial District of the State of Texas. During the year ended
February 28, 1997, this action was voluntarily withdrawn
without payment of consideration by the Company.
During the year ended February 28, 1997, a lawsuit in which
the Company was a named defendant that commenced in the
Supreme Court of the State of New York, County of New York, on
or about September 22, 1994 (Glenville Properties Incorporated
("Glenville") v. RMS Titanic, Inc. et al., 94/127087) was
settled. Pursuant to the terms of a settlement agreement, the
Company will pay LS Capital, an affiliate of Glenville,
$154,272, representing the outstanding note payable principal
balance of $126,050 and accrued interest of $28,222, in 12
equal installments commencing on January 15, 1997, subject to
acceleration if the Company achieves certain revenue levels
("Threshold Amounts"), during such 12-month period, as
defined. The Company has also agreed to place 15,000 shares of
its common stock in escrow, with such shares to be either
issued in 5,000 share increments to LS Capital in the event
such Threshold Amounts are not achieved at the end of the
Company's quarterly periods, or to be canceled in the event
such Threshold Amounts are achieved. Additionally, affiliates
of LS Capital have agreed to release the Company from
liabilities aggregating approximately $40,000 and the Company
has agreed to issue 40,000 unregistered shares of its common
stock to LS Capital.
On February 20, 1996, a third party filed a motion pursuant
to Rule 60(b) of the Federal Rules of Civil Procedure
requesting the Court to rescind its June 7, 1994 judgment
that named the Company the salvor-in-possession of the
Titanic (the "Motion"). On May 10, 1996, the Court denied the
Motion and amended its June 7, 1994 order so as to require
the Company to make more frequent periodic reports to the
Court as to the status of its activities. On August 13, 1996,
the Court amended the May 10, 1996 order so as to include the
award to the Company of the exclusive rights to photograph
the Titanic within the award of salvor-in-possession status.
The third party filed a notice of appeal on such May 10, 1996
and August 13, 1996 orders, and the Company filed a
cross-appeal with respect to the Court having granted
standing to such third party. Pursuant to a stipulated
judgment dated December 10, 1996 which consolidated the
action challenging the ownership of the general partner of
TVLP described in Note 2, among other matters, all claims
against the Company have been dismissed.
7. COMMITMENTS The Company and its former president entered into an
AND employment agreement, dated as of May 4, 1993, which provided
CONTINGENCIES: for, among other things, an annual salary of $360,000, subject
to annual salary increases. The agreement also provided for
the payment of additional compensation for any personal tax
liability that may be incurred as a result of the Company's
acquisition of the Management Agreement Option (see Note 2)
and granted the former president the right to secure such
obligation with a lien on the Company's assets. The Company,
based
F-19
<PAGE> 56
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
on an opinion from tax counsel, believes that this transaction
is not a taxable event. Additionally, the agreement, as
amended, granted options to purchase 500,000 shares of the
Company's common stock at an exercise price of $1.25 per
share, subject to adjustment to prevent dilution. The options
were exercisable through May 4, 1998. No portion of the former
president's salary was paid.
On May 8, 1995, the Company accepted the resignation of its
former president and accepted his agreement to terminate his
employment agreement, as amended effective January 31, 1995.
Pursuant to such termination agreement, such officer waived
his rights to all compensation, including stock options,
except for a salary of $250,000 per annum retroactive to May
4, 1993, all of which has been accrued at February 28(29),
1996 and 1997. At February 28, 1995, the Company recorded a
contribution to capital and a reduction in accounts payable
and accrued expenses of $387,691 to reflect the retroactive
adjustment of the former president's compensation. It was
further agreed that such officer's compensation will be paid
at the discretion of the board of directors of the Company
when the Company has sufficient funds to pay its creditors.
Included in accounts payable and accrued liabilities at
February 28(29), 1996 and 1997 are amounts payable to the
former president in the aggregate amount of $500,000.
The Company and the Executive Director of Corporate Public
Relations (the "Executive") entered into an employment
agreement, dated as of May 4, 1993, which provided for, among
other things, an annual salary of $120,000. Additionally, the
agreement, as amended, granted the Executive options to
purchase 500,000 shares of the Company's common stock at an
exercise price of $1.25 per share, subject to adjustment to
prevent dilution. The options were exercisable through May 4,
1998. No portion of the Executive's salary was paid.
On May 8, 1995, the Company accepted the resignation of the
Executive and accepted his agreement to terminate his
employment agreement, as amended effective January 31, 1995.
Pursuant to such termination agreement, the Executive waived
his right to the stock options issued under his employment
agreement. Additionally, on May 8, 1995, the Executive was
elected president of the Company and will serve at a salary to
be determined by the compensation committee of the board of
directors. Included in accounts payable and accrued
liabilities at February 28(29), 1996 and 1997 are amounts
payable to the Executive in the aggregate amount of $479,583
and $599,583, respectively.
Compensation amounting to approximately $581,000, $162,000 and
$120,000 was charged to operations during the years ended
February 28(29), 1995, 1996 and 1997, respectively, under
these agreements.
F-20
<PAGE> 57
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company has entered into a noncancelable operating lease
for its office expiring in September 1998. The lease is
subject to escalation for (i) the Company's pro rata share of
increases in real estate taxes and (ii) increases in a certain
index. The approximate future minimum rental commitments over
the remaining term of the lease are as follows:
<TABLE>
<CAPTION>
Year ending February 28,
<S> <C>
1998 $ 61,000
1999 39,000
----------------------------------------------------
$100,000
====================================================
</TABLE>
Rent expense charged to operations amounted to approximately
$57,000, $64,000 and $70,000 for the years ended February
28(29), 1995, 1996 and 1997, respectively, and $238,000 from
August 5, 1987 (inception) to February 28, 1997.
<TABLE>
<CAPTION>
8. ACCOUNTS Accounts payable and accrued liabilities consist of the
PAYABLE AND following:
ACCRUED February 29, February 28,
LIABILITIES: 1996 1997
------------------------------------------------------------------------------------------
<S> <C> <C>
Accrued compensation (see Note 7) $ 979,583 $1,099,583
Amounts payable for professional fees and consulting 339,206 553,155
Amounts payable to foreign vendors 519,330 1,062,830
Accrued interest 25,335 -
Other miscellaneous liabilities 160,120 377,880
------------------------------------------------------------------------------------------
$2,023,574 $3,093,448
==========================================================================================
</TABLE>
In July 1994, the Company entered into an agreement with
IFREMER for the charter of equipment to conduct the Company's
third expedition to the Titanic wreck site and was charged
$1,000,000. Pursuant to the agreement, as amended, the Company
paid IFREMER the sum of $300,000 (proceeds from a convertible
subordinated debt, see Note 3) and was obligated to pay an
additional $700,000 in two installments of $350,000 each,
payable September 30, 1994 and October 1, 1995. During the
year ended February 29, 1996, the $350,000 installment due on
September 30, 1994 was paid and $70,000 was paid on account of
the $350,000 installment due on October 1, 1995. The remaining
balance of $280,000 was paid subsequent to February 29, 1996.
At February 29, 1996, the unpaid balance of $280,000 has been
included in amounts payable to foreign vendors. During the
year ended February 28, 1997, the remaining $280,000 balance
was paid in full, the source of the funding of such payment
was a $280,000 payment received from an unrelated third party
which is expected to be repaid from the Company's share of net
profits from the sale of coal recovered from the Titanic (see
Note 11). During the year ended February 28, 1997, $94,154,
representing the Company's share of net profits from the sale
of coal, has been applied against the advance. At February 28,
1997, the remaining balance of $185,846 has been included
above in other miscellaneous liabilities.
F-21
<PAGE> 58
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
The Company entered into an agreement with IFREMER for the
charter of equipment to conduct the Company's fourth
expedition to the Titanic wreck site in August 1996 ("Summer
of 1996 Expedition"). Pursuant to the agreement, the Company
paid IFREMER the sum of $820,000 (proceeds from the granting
of licensing rights to a third party, see Note 12) and is
obligated to pay an additional $980,000 to IFREMER, as
defined, due no later than September 1, 2000. The artifacts
recovered during the Summer of 1996 Expedition will serve as
collateral for this obligation. At February 28, 1997, the
unpaid balance of $980,000 has been included in amounts
payable to foreign vendors. Additionally, at February 28,
1997, the Company did not make certain payments required
pursuant to the charter agreement. The charter agreement is
the subject of a renegotiation.
9. OTHER RELATED A limited partner of TVLP, Taurus International ("Taurus"),
PARTY has provided services to TVLP as an agent of TVLP in France.
TRANSACTIONS: These services have included securing legal representation,
insurance coverage, storage facilities and other relationships
required to maintain the Artifacts while preservation work has
been performed in France by EDF. TVLP was charged fees for
providing these services amounting to approximately $127,000
from inception to February 28, 1997. Accounts payable to
Taurus amounted to $47,600 as of February 28(29), 1996 and
1997.
During the year ended February 28, 1995, the Company
recognized approximately $30,000 of expenses incurred by the
Executive on behalf of the Company. Such amount is included in
accounts payable and accrued liabilities at February 28(29),
1996 and 1997.
10. EXHIBITIONS: In October 1996, the Company entered into an agreement with
the National Maritime Center ("Nauticus"), a political
subdivision of the City of Norfolk, Virginia, for an
exhibition of Titanic artifacts at Nauticus from November 27,
1996 through March 31, 1997. Pursuant to the agreement, the
Company will receive one-third of revenue, as defined, from
the sale of 150,000 tickets and 50% of revenue, as defined,
from the sale of more than 150,000 tickets. In addition, the
Company will receive 50% of net profits, as defined, from the
sale of merchandise at the exhibition, and 50% of sponsorship
revenue, net of the difference, if any, between the $500,000
expended by Nauticus for the design, construction and
marketing of the exhibition and Nauticus' share of ticket
revenue and net profits, as defined, from the sale of
merchandise at the exhibition. At February 28, 1997, amounts
due to the Company from the exhibition and merchandising
activities at Nauticus aggregated $30,798.
In August 1996, the Company entered into an agreement with the
City of Memphis, Tennessee, for an exhibition of Titanic
artifacts in Memphis, Tennessee, from April 3, 1997 to
September 30, 1997. Pursuant to the agreement, the Company
will receive exhibition revenue of $720,000 in installments
between September 1996 and August 1, 1997, and will receive
65% of the net profits, as defined, derived from ticket,
merchandise and sponsorship revenue in excess of $5,000,000.
During the year ended February 28, 1997, the Company received
$225,000 pursuant to the agreement. At February 28, 1997, such
amount has been included in deferred revenue in the
accompanying balance sheet.
F-22
<PAGE> 59
RMS TITANIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
In April 1996, the Company entered into an agreement with
CRE-CO Finanz GmbH, a German company, for an exhibition of
Titanic artifacts in Europe commencing in May 1997. Pursuant
to the agreement, the Company will receive two-thirds of the
net profits, after recoupment of certain project expenses
aggregating approximately $2,700,000, as defined.
Additionally, the Company received a $350,000 advance against
the Company's share of net profits, as defined, less $87,500
which represents a 25% refundable foreign withholding tax. At
February 28, 1997, such advance has been included in deferred
revenue in the accompanying balance sheet. The advance is
secured by a lien on the currency recovered from the Titanic
until the artifacts are delivered.
In December 1996, the Company entered into an agreement with
Florida International Museum, Inc. for an exhibition of
Titanic artifacts in St. Petersburg, Florida, from November
15, 1997 to May 15, 1998. Pursuant to the agreement, the
Company will receive exhibition revenue from attendance fees
ranging from $0.34 to $3.10 per attendee, based upon the total
number of attendees during the exhibition term ("Attendance
Fee"). In addition, the Company will receive 10% of gross
revenue, as defined, from the sale of merchandise at the
exhibition ("Gift Shop Fee"). The minimum combined Attendance
Fee and Gift Shop Fee payable to the Company under the terms
of the agreement is $300,000. At February 28, 1997, $100,000
of such minimum payment has been received by the Company and
has been included in deferred revenue in the accompanying
balance sheet.
11. MARKETING The Company entered into an agreement in May 1995 with an
AGREEMENT: unrelated third party to market and distribute Titanic-related
merchandise, including the coal recovered from the Titanic.
The agreement provides for the Company to receive 50% of the
net profits, as defined. During the year ended February 28,
1997, the Company recognized $94,154 in merchandising revenue
in connection with this agreement.
12. LICENSING
FEES: The Company and two unrelated television production companies
entered into an agreement whereby the Company granted certain
rights to the production companies for the production and
exploitation of audio and visual recordings with respect to
the Summer of 1996 Expedition (the "Productions"). Pursuant to
the terms of the agreement, the Company's obligations to pay
IFREMER approximately $820,000 prior to the commencement of
the Summer of 1996 Expedition were satisfied as a result of
entering into this arrangement. The Company agreed to
contribute $100,000 to the Productions, $40,000 of which was
satisfied through the grant to one of such unrelated third
parties certain rights to present information and images
concerning the Summer of 1996 Expedition on the Internet. The
remaining balance of $60,000 has been included in accounts
payable and accrued liabilities at February 28, 1997. The
Company has retained the rights for commercial exploitation of
recordings made at the Titanic wreck site in a print format
and certain royalty and other rights with respect to the
marketing and sale of home videos based upon the Summer of
1996 Expedition.
In connection with the Summer of 1996 Expedition, the Company
has entered into a sponsorship agreement with Guinness Import
Company ("GIC") in March 1996, whereby GIC was designated an
official sponsor of the Summer of 1996 Expedition. Pursuant to
the agreement, the Company received a sponsorship fee of
$150,000.
F-23
<PAGE> 60
EXHIBITS
RMS TITANIC, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997
<PAGE> 61
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM NO.
<S> <C>
3.1 Articles of Incorporation, as amended.(1)
4.1 First Amendment to By-Laws of the Registrant.(2)
10.1 Lease Agreement between the Company and 17 Battery Place North
Associates.(3)
10.2 Promotion Agreement dated March 8, 1996 between the Company and
Guiness Import Company.(4)
10.3 Agreement dated April 15, 1996 between the Company and CRE-CO Finanz
GmbH.(4)
10.4 Pledge Agreement dated April 15, 1996 between the Company and CRE-CO Finanz
GmbH.(4)
10.5 Bailment Agreement dated April 15, 1996 between the Company and CRE-CO
Finanz GmbH.(4)
10.6 1996 Charter Agreement with IFREMER.(5)
10.7 Agreement dated August 8, 1996 between the Company and the City of
Memphis.(5)
10.8 Agreement dated July 22, 1996 between Discovery Communications, Inc.,
Ellipse Programme and the Company (omitted and filed separately as
confidential information).(5)
10.9 Agreement dated October 9, 1996 between the Company and the
National Maritime Center Authority.(6)
10.10 Exhibition Loan Agreement dated December 10, 1996 between the Company, the
City of Memphis, Tennessee and the Florida International Museum, Inc.
</TABLE>
- --------------------
(1) Filed as an exhibit to Registrant's Registration Statement on Form 8-A.
(2) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1995.
(3) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended February
<PAGE> 62
28, 1994.
(4) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended May 31, 1996.
(5) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended August 31, 1996.
(6) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for
the quarter ended November 30, 1996.
<PAGE> 63
EXHIBIT 10.10
EXHIBITION LOAN AGREEMENT
THIS EXHIBITION LOAN AGREEMENT (herein the "Agreement") entered into by
and between RMS TITANIC, INC., a for-profit Florida corporation, whose mailing
address for notice purposes is 17 Battery Place, Suite 203, New York, New York
10004 (herein "RMS"); CITY OF MEMPHIS, TENNESSEE, a municipal corporation,
whose mailing address for notice purposes is One Convention Plaza, Memphis,
Tennessee 38103 (herein "Memphis"); and FLORIDA INTERNATIONAL MUSEUM, INC., a
Florida not-for-profit corporation, whose mailing address for notice purposes
is 100 2nd Street North, St. Petersburg, Florida 33701 (herein "FIM").
RECITALS
A. RMS is the salvor-in possession of the RMS Titanic, a vessel
which sank in the North Atlantic Ocean on April 14/15, 1912 (herein the
"Titanic"), and as such is the owner of over 4,000 artifacts recovered from the
Titanic (herein the "Titanic Artifacts").
B. Memphis, through its "Wonders" series, has presented six major
exhibitions and is presently completing plans and galleries for an exhibition
featuring the story of the Titanic (herein the "Memphis Titanic Exhibition") to
be held in Memphis, Tennessee, from April 3, 1997 through September 30, 1997
(herein the "Memphis Exhibition Period"). Pursuant to an Exhibition Agreement
entered into between Memphis and RMS on August 8, 1996 (herein the "RMS/Memphis
Contract") RMS has agreed to lend to Memphis approximately 300 objects to be
selected by Memphis from the Titanic Artifacts (herein the "Main Artifacts")
for display at the Memphis Titanic Exhibition. A list of the proposed Main
Artifacts is attached as Schedule "B" hereto, but the actual Main Artifacts may
differ from the proposed list.
C. In addition to the Main Artifacts, Memphis is in the process of
assembling, from various sources, approximately thirty (30) supplemental
artifacts relating to the Titanic and the era in which it sailed (herein the
"Supplemental Artifacts"). A list of the proposed Supplement Artifacts is
attached as Schedule "C" hereto, but the actual Supplemental Artifacts may
differ from the proposed list.
D. Certain items have been or will be produced, manufactured and
developed in order to create and present the Memphis Titanic Exhibition. The
foregoing described items include the "Presentation Items" described on
Schedule "D-1" hereto and the "Associated Items" described on Schedules "D-2"
and "D-3" hereto.
E. The purpose of this Agreement is to provide FIM with such
items, among which are the Main Artifacts, Supplemental Artifacts, Presentation
Items and Associated Items, as are necessary or beneficial to enable FIM to
host an exhibition on the Titanic (herein the "FIM Titanic Exhibition") at its
museum in St. Petersburg, Florida in substantially the same manner and quality
as the Memphis Titanic Exhibition which will be presented by Memphis at its
facility in Memphis, Tennessee.
NOW, THEREFORE, in consideration of the Recitals described above, the
mutual obligations of the parties hereto and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
agreed to by the parties, RMS, Memphis and FIM agree as follows:
PARAGRAPH 1: EXHIBITION
101. Exhibition. RMS, Memphis and FIM agree that FIM will host the
FIM Titanic Exhibition, featuring the Main Artifacts and Supplemental
Artifacts, using the Presentation Items and Associated Items, during the period
November 15, 1997 through May 15, 1998 (herein the "FIM Exhibition Period") at
FIM's museum in St. Petersburg, Florida (herein the "FIM Museum").
<PAGE> 64
1.02 Loan of Main Artifacts.
(a) RMS hereby agrees to loan to FIM the Main Artifacts for
use at the FIM Titanic Exhibition, pursuant to the terms hereof. RMS hereby
authorizes Memphis, as exhibition management consultant to FIM, at the end of
the Memphis Exhibition Period, to arrange for the packing of the Main Artifacts
and shipment of same to the FIM Museum.
(b) Memphis hereby agrees, as exhibition management
consultant to FIM, to arrange for the packing of the Main Artifacts (in
existing crates), shipment of same to the FIM Museum for arrival in sufficient
advance time of the FIM Titanic Exhibition opening date to allow for the
installation of same (but in no event later than October 15, 1997) and
installation of same at the FIM Museum.
(c) At the close of the FIM Titanic Exhibition, FIM,
through Memphis as exhibition management consultant to FIM, shall arrange for
the deinstallation and packing and of the Main Artifacts, which shall be
completed no later than thirty (30) days after the close of the FIM Exhibition
Period. RMS agrees to take possession of the Main Artifacts at the FIM Museum,
and remove the Main Artifacts from the FIM Museum, no later than thirty (30)
days after receipt of notice from FIM that the Main Artifacts are ready for
shipment.
(d) Memphis hereby agrees, as management consultant to FIM,
to arrange for insurance covering damage, theft or destruction of the Main
Artifacts during the "FIM Responsibility Period" (defined below) in the values
identified in Schedule "B" hereto, but not to exceed Ten Million Dollars
($10,000,000.00) in insured value.
(e) RMS hereby warrants, and Memphis agrees to certify
prior to shipment to FIM, that the Main Artifacts loaned to FIM for display at
the FIM Titanic Exhibition shall be identical in number and identify to those
loaned by RMS to Memphis for display at the Memphis Titanic Exhibition.
1.03 Loan of Supplemental Artifacts.
(a) Memphis hereby agrees, as exhibition management
consultant to FIM, to use its best efforts to obtain and provide to FIM the
right to use all Supplemental Artifacts used by Memphis at the Memphis Titanic
Exhibition, at costs (including loan fee, packing, insurance, transportation
(to and from the FIM Museum) and any other charges) not in excess of one-half
of those collectively charged to Memphis and FIM for the use of same at the
Memphis Titanic Exhibition and FIM Titanic Exhibition.
(b) Before obligating FIM to pay for the Supplemental
Artifacts, Memphis will notify FIM as to the proposed cost of same (including
any costs relating to packing, transportation and insurance) and provide FIM
with the option of refusing to take same as part of the FIM Titanic Exhibition.
(c) Should Memphis be unable to obtain for FIM the use of
any Supplemental Artifacts used at the Memphis Titanic Exhibition, or should
FIM decline any Supplemental Artifacts pursuant to the terms of subparagraph
1.03(b) above, then Memphis will use its best efforts to assist FIM in making
such adjustments as will enable FIM to produce the FIM Titanic Exhibition as a
superior exhibition of an overall quality comparable to the Memphis Titanic
Exhibition.
1.04 Loan of Presentation Items.
(a) The parties hereby acknowledge that Memphis is the
owner of the Presentation Items on the date hereof. Memphis hereby agrees to
loan to RMS the Presentation Items, for ultimate use by FIM at the FIM Titanic
Exhibition, in exchange for a loan fee of $150,000 (herein the "RMS Loan Fee")
payable $25,000 per month for six months beginning on the date of delivery of
the Presentation Items and continuing on the same day of the following five
months. The payments of RMS Loan Fee shall be paid by FIM to Memphis on behalf
of RMS.
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<PAGE> 65
(b) RMS hereby agrees to loan to FIM the Presentation Items for use at
the FIM Titanic Exhibition, pursuant to the terms described herein. FIM shall
pay a loan fee (herein the "FIM Loan Fee") for the Presentation Items in the
manner described in subparagraph 1.04(a) above. It is the intention of the
parties that the payment made by FIM to Memphis under subparagraph 1.04(a)
above to be deemed a payment by FIM of the FIM Loan Fee to RMS and a
simultaneous payment of the RMS Loan Fee to Memphis.
(c) Memphis, as exhibition management consultant for FIM, shall arrange
for the construction of crates necessary to ship the Presentation Items to the
FIM Museum (herein the "Presentation Items Crates").
(d) Memphis hereby agrees, as exhibition management consultant to FIM,
to arrange for the packing of the Presentation Items, shipment of same to the
FIM Museum for arrival in sufficient advance time of the FIM Titanic Exhibition
opening date to allow for the installation of same (but in no event later than
October 15, 1997) and installation of same at the FIM Museum.
(e) Memphis hereby agrees, as exhibition management consultant to FIM,
to arrange for insurance covering damage, theft or destruction of the
Presentation Items during the "FIM Responsibility Period" (defined below) in
values not to exceed Eight Hundred Eighty Thousand Dollars ($880,000) in
insured value.
(f) Under subparagraph 3.15 of the RMS/Titanic Contract, Memphis has
granted to RMS the right to purchase (herein the "Purchase Right") certain of
the presentation Items for the prices (herein the "Purchase Right Price") and
pursuant to the terms described therein. With respect to such Purchase Right,
the parties hereby agree as follows:
(1) RMS must exercise its right to purchase the display cases
which are part of the Presentation Items (herein the "Display Cases") on or
before the end of the Memphis Exhibition Period; provided that: (i) the
purchase of the Display Cases by RMS hereunder shall not affect FIM's right to
use them as part of the Presentation Items under subparagraph 1.04(b) above;
(ii) RMS shall be obligated to pay for the Display Cases on or before the end
of the FIM Exhibition Period; (iii) with respect to the Presentation Items
other than the Display Cases, RMS' right to exercise its Purchase Right is
hereby extended to end on May 15, 1998; and (iv) except as described in this
subparagraph 1.04(f), the provisions within the RMS/Titanic Contract relating
to the Purchase Right remain in full force and effect.
(2) RMS shall receive a credit against the Purchase Price for
the Acquired Presentation Items equal to 100% of the RMS Loan Fee paid to
Memphis under subparagraph 1.04(a) above.
(3) Should RMS exercise its Purchase Right with respect to some
or all of the Presentation Items for which it has such right (herein the
"Acquired Presentation Items") then:
(i) RMS will be obligated to pay for the packing of the
Acquired Presentation Items and shipment of same from the FIM Museum to the
location chosen by RMS; provided that RMS shall pay Memphis for the Acquired
Presentation Items, and remove the Acquired Presentation Items from the FIM
Museum, no later than thirty (30) days after the close of the FIM Titanic
Exhibition;
(ii) RMS shall purchase from FIM, and FIM shall sell to
RMS, the crates in which the Acquired Presentation Items were previously packed
(to extent same are in usable condition) at a cost equal to FIM's cost
therefor; provided that RMS shall take same in "AS IS" condition; further
provided that RMS shall pay FIM for same prior to taking possession of the
Acquired Presentation Items and crates associated therewith.
(4) To the extent that RMS does not acquire any of the
Presentation Items (herein the "Non-Acquired Presentation Items") then FIM
shall be obligated to ship same back to Memphis; provided that Memphis, as
exhibition management consultant for FIM, shall arrange for the shipment of
same; further provided that Memphis shall not obligate FIM for any costs
relating to same until FIM agrees to such costs.
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<PAGE> 66
(g) Should, prior to FIM returning the Presentation Items to
Memphis, Memphis and RMS agree that an additional venue shall host the
exhibition of the Main Artifacts and some or all of the Presentation Items
after FIM (herein the "New Venue"), then the New Venue shall take possession
of the Presentation Items (to the extent that they have agreed to take same)
at the FIM Museum at the close of the FIM Titanic Exhibition and Memphis shall
purchase the crates associated with the Presentation Items (which the New Venue
is taking) at a cost equal to FIM's cost therefor.
1.05 Loan of Associated Items.
(a) Memphis hereby grants to FIM the right to use all of the
Associated Items described on Schedule D-2 (the "Memphis Associated Items") in
preparation of the FIM Titanic Exhibition, with such use beginning on the
"Initial Payment Date" described in subparagraph 2.03(c) below, and continuing
during the term of the FIM Exhibition Period.
(b) RMS hereby grants to FIM the right to use all of the
Associated Items described on Schedule D-3 (the "RMS Associated Items") in
preparation of the FIM Titanic Exhibition, with such use beginning on the
"Initial Payment Date" described in subparagraph 2.03(c) below, and continuing
during the term of the FIM Exhibition Period.
(c) To the extent that either Memphis or RMS have possession of
any of the Associated Items, they will deliver same, or usable copies of same,
to FIM within fifteen (15) days after receipt of request from FIM as to any
particular item; provided that no such items shall be requested prior to the
Initial Payment Date.
1.06 FIM Responsibility. The "FIM Responsibility Period" shall be that
period when FIM is responsible for insuring, and responsible for securing and
protecting from harm, the Main Artifacts, Supplemental Artifacts and
Presentation Items as the case may be. The FIM Responsibility Period:
(a) With respect to the Main Artifacts, shall begin at the time
and date when the Main Artifacts are delivered to the common carrier for
shipment to the FIM Museum and will continue until such time when RMS assumes
possession of the Main Artifacts at the FIM Museum, after the Main Artifacts
have been packed, at the close of the FIM Titanic Exhibition.
(b) As to the Supplemental Artifacts, shall be that period of
time which is agreed to in writing by FIM at such time as the Supplemental
Artifacts are confirmed.
(c) As to the Presentation Items, shall begin at the time and
date when the Presentation Items are delivered to the common carrier for
shipment to the FIM Museum. With respect to the Acquired Presentation Items,
the FIM Responsibility Period shall end at such time as RMS assumes possession
of the Acquired Presentation Items at the FIM Museum at the close of the FIM
Titanic Exhibition. With respect to the Non-Acquired Presentation Items, the
FIM Responsibility Period shall end upon delivery of same to Memphis, or upon
taking possession of same by the New Venue at the FIM Museum at the close of
the FIM Titanic Exhibition, as applicable.
1.07 Grant of Other Rights.
(a) Memphis hereby grants to FIM such rights associated with
the Presentation Items and Memphis Associated Items, as may be necessary to
produce and present the FIM Titanic Exhibition in a manner substantially the
same as the Memphis Titanic Exhibition.
(b) RMS hereby grants to FIM such rights, associated with the
Main Artifacts and RMS Associated Items, subject to limitations contained
herein, as may be necessary to produce and present the FIM Titanic Exhibition
in a manner substantially the same as the Memphis Titanic Exhibition.
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<PAGE> 67
1.08 Indemnification.
(a) RMS hereby represents and warrants that, pursuant to a
judgment entered into in the Federal District Court for the Eastern District of
Virginia on June 7, 1994, which is final and non-appealable, it has sole and
exclusive authority to, and ownership of, the Titanic Artifacts, including the
Main Artifacts, and all other artifacts which may be salvaged from the Titanic,
that it has the right and authority to loan the Main Artifacts to FIM pursuant
to the terms herein, and that it has not delegated, abandoned or assigned all
or any part of such rights, and has not granted a security interest in the Main
Artifacts. RMS hereby unconditionally agrees to indemnify, protect, defend, and
hold harmless, FIM, its officers, directors, agents, representatives, employees
and their successors and assigns, from and against any and all claims,
liabilities, damages, costs, penalties, losses, actions, suits or proceedings
at law or in equity, or any expenses, attorney fees or charges of any character
or nature, which FIM may incur or of which FIM may be threatened directly or
indirectly, arising out of, resulting from or related to (1) allegations by any
party of copyright infringement, trademark infringement, infringement or
violation of other intellectual property rights, or other unauthorized use by
FIM of the Main Artifacts; or (2) any breach by RMS of any warranty or any
other of its obligations hereunder.
(b) Memphis, to the extent that the City of Memphis is,
permitted under applicable state law, hereby unconditionally agrees to
indemnify, protect, defend, and hold harmless, FIM, its officers, directors,
agents, representatives, employees, and their successors and assigns, from and
against any and all claims, liabilities, damages, costs, penalties, losses,
actions, suits or proceedings at law or in equity, or any expenses, attorney
fees or charges of any character or nature, which FIM may incur or of which FIM
may be threatened directly or indirectly, arising out of, resulting from or
related to: (1) FIM's use of the Supplemental Artifacts, Presentation Items or
Associated Items, including, without limitation, allegations by any party of
copyright infringement, trademark infringement, infringement or violation of
other intellectual property rights, or unauthorized use of the Presentation
Items, Supplemental Artifacts or Associated Items; or (2) any breach by Memphis
of its obligations hereunder.
(c) FIM hereby unconditionally agrees to indemnify, protect,
defend and hold harmless, RMS and Memphis, their respective officers,
directors, agents, representatives, employees, and their successors and
assigns, from and against any and all claims, liabilities, damages, costs,
penalties, losses, actions, suits or proceedings at law or in equity, or any
expenses, attorney fees or charges of any character of nature, which such
parties may incur or of which such parties may be threatened directly or
indirectly arising out of, resulting from or related to any breach by FIM of
its obligations hereunder.
1.09 Exclusivity.
(a) RMS agrees that, other than the FIM Titanic Exhibition,
there will be no other displays or exhibitions of the Titanic Artifacts: (1)
anywhere in North America during the period beginning on the date hereof and
ending on May 15, 1998 except as provided in subparagraph 1.09(b) below; or (2)
anywhere in the States of Florida, Georgia, South Carolina, North Carolina or
Alabama from the date hereof through May 15, 1999.
(b) Subparagraph 1.09(a)(1) shall not prohibit:
(1) the Memphis Titanic Exhibition; or
(2) the continued presentation of the existing expedition
exhibition (herein the "Hull Dive Expedition") of no more than ten (10)
restored Titanic Artifacts presently being displayed in Norfolk, Virginia, and
no more than twenty-five (25) unrestored Titanic Artifacts presently displayed
in connection therewith (provided that if RMS obtains Titanic Artifacts from a
1997 Titanic dive then the number of artifacts may be increased to fifteen (15)
restored Titanic Artifacts and thirty-five (35) unrestored Titanic Artifacts
(which unrestored items are from the 1996 and 1997 expeditions)) so long as:
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<PAGE> 68
(i) there is no more than one Hull Dive
Exhibition under presentation at any time;
(ii) all advertising for the Hull Dive
Exhibition clearly identifies it as "Titanic -- the Expedition"; and
(iii) the Hull Dive Exhibition is not
exhibited in the States of Florida, Georgia, South Carolina, North Carolina or
Alabama.
1.10 Scope, Quality of FIM Titanic Exhibition.
(a) Memphis agrees that the Supplemental Artifacts (subject
to the limits under subparagraph 1.03 above), Memphis Associated Items
(described in Schedule D-2) and Presentation Items provided to FIM hereunder
will be substantially the same as the Supplemental Artifacts, Associated Items
and Presentation Items used in presenting the Memphis Titanic Exhibition in
Memphis, Tennessee.
(b) RMS agrees that the Main Artifacts and RMS Associated
Items (described in Schedule D-3) provided to FIM hereunder will be
substantially the same as the Titanic Artifacts and Associated Items provided
to Memphis for use in presenting the Memphis Titanic Exhibition.
(c) FIM shall be responsible for making all arrangements
relating to the presentation of the FIM Titanic Exhibition, subject to the
obligations of the other parties hereto, and will (1) complete preparations in
sufficient advance of the opening so as to permit the Exhibition to commence on
November 15, 1997, as scheduled; (2) commission, provide and supervise all
design and construction work relating to the FIM Titanic Exhibition; (3)
develop and implement a comprehensive marketing, advertising, promotion and
public relations plan for the FIM Titanic Exhibition; (4) develop and implement
a comprehensive admissions and sale program; (5) be responsible for the care
and storage of the Main Artifacts; (6) provide insurance for the Main Artifacts
in the manner described otherwise herein; (7) be responsible for the
installation and deinstallation of the Main Artifacts; (8) be responsible for
staffing of FIM; and (9) design, construct, market and operate the FIM Titanic
Exhibition in a high quality manner consistent with previous exhibitions
developed by FIM.
PARAGRAPH 2: FIM PAYMENTS
2.01 No Other Payments. Other than as provided in this Paragraph 2,
or in that certain Exhibition Management, Gift Shop and First Refusal Agreement
entered into by Memphis and FIM of even date (herein the "Memphis/FIM
Management Agreement"), FIM shall not be required to pay any fees or amounts to
Memphis, RMS or any other party relating to the loan of the Main Artifacts,
Supplemental Artifacts, Presentation Items or Associated Items, or provide
reimbursement or payment for any costs spent by Memphis or RMS in fulfilling
their obligations hereunder.
2.02 Direct Payments for Expenses.
(a) FIM will be responsible for paying, or reimbursing
Memphis for payment of, the following expenses:
(1) Insurance for the Main Artifacts, in the manner
described in subparagraph 1.02 above; provided that Memphis has estimated that
such insurance shall not exceed Thirty Thousand Dollars ($30,000.00).
(2) Transportation for the Main Artifacts from
Memphis to the FIM Museum, in the manner described in subparagraph 1.02 above;
provided that Memphis has estimated that such transportation shall not exceed
Fifteen Thousand Dollars ($15,000.00) (two climate controlled vans at $7,500.00
each).
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<PAGE> 69
(3) The cost of borrowing, insuring and
transporting the Supplemental Artifacts, in the manner described in
subparagraph 1.03 above; provided that Memphis has estimated that such costs
shall not exceed One Hundred Thousand Dollars ($100,000.00).
(4) Insurance for the Presentation Items, in the
manner described in subparagraph 1.04 above; provided that Memphis has estimated
that such insurance costs shall not exceed Ten Thousand Dollars ($10,000.00).
(5) Transportation for the Presentation Items from
Memphis to the FIM Museum in the manner contemplated under subparagraph 1.04
above; provided that Memphis has estimated that such transportation costs shall
not exceed Twenty Thousand Dollars ($20,000.00) (four large vans at $5,000.00
each).
(6) Subject to the potential for repayment under
subparagraph 1.04 above, the costs of transportation of the Presentation Items
from the FIM Museum to Memphis in the manner contemplated under subparagraph
1.04 above; provided that Memphis has estimated that such transportation costs
will not exceed Twenty Thousand Dollars ($20,000.00) (four large vans at
$5,000.00 each).
(7) Subject to the potential for repayment under
subparagraph 1.04 above, the costs of constructing crates for the Presentation
Items in the manner contemplated under subparagraph 1.04 above; provided that
Memphis has estimated that such costs shall not exceed Twenty Thousand Dollars
($20,000.00).
(8) The cost of providing a security escort for
transportation of the Main Artifacts and Presentation Items from Memphis to the
FIM Museum; provided that Memphis has estimated such costs will not exceed
Three Thousand Dollars ($3,000.00).
(9) The cost of Main Artifacts, Supplemental
Artifacts and display case handling, including unpacking, installation,
deinstallation and packing at the FIM Museum in the manner contemplated under
subparagraphs 1.02 and 1.04 above; provided that Memphis has estimated that
such costs shall not exceed Forty Thousand Dollars ($40,000.00) ($20,000.00 for
unpacking and installation and $20,000.00 for deinstallation and packing).
(b) Before incurring any costs on behalf of FIM, Memphis
agrees to provide FIM with a firm price regarding same. FIM shall have the
option of either independently obtaining such services or obtaining the
services at the costs confirmed by Memphis.
(c) Memphis will provide FIM with copies of receipts and
invoices sufficient to evidence the expenses to be paid or reimbursed by FIM.
2.03 Fees to RMS.
(a) Attendance Fee. FIM will pay the following to RMS as a
fee (herein the "RMS Attendance Fee") in exchange for all agreements provided
by RMS hereunder:
(1) For every paying attendee from whom FIM
receives $6.00 or less to attend the FIM Titanic Exhibition, FIM will pay to
RMS $1.00;
(2) For paying attendees from whom FIM receives
more than $6.00 to attend the FIM Titanic Exhibition (herein the "Over $6
Attendee"), FIM will pay to RMS:
(i) Thirty-four cents ($.34) per attendee
for the first 250,000 Over $6 Attendees;
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(ii) Two dollars and eighty cents ($2.80) per attendee for
250,001 through 350,000 Over $6 Attendees;
(iii) Three dollars and ten cents ($3.10) per attendee for
$350,001 through 450,000 Over $6 Attendees; and
(iv) Two dollars and ninety-five cents ($2.95) per attendee
for each Over $6 Attendee in excess of $450,000.
(3) For every attendee receiving free admission to the FIM Titanic
Exhibition, FIM will pay to RMS $1.00; provided that FIM shall not be required
to pay any such fee with respect to free attendees until the total free
attendees exceed 2% of total attendees at the FIM Titanic Exhibition and then
only for those free attendees in excess of such 2% total attendees; further
provided that no media free attendees will be counted in the foregoing 2% free
attendee computation and FIM will not be required to pay any fee amount with
respect to free media attendees.
(b) Gift Shop Fee. FIM will pay to RMS a payment (herein the "RMS Gift
Shop Fee") equal to ten percent (10%) of the "Gross Titanic Merchandise
Receipts" at the FIM Gift Shop. For purposes of this subparagraph 2.03(b), the
"Gross Titanic Merchandise Receipts" shall equal all cash receipts received by
FIM for sales of "Titanic Merchandise" less sales and use taxes, credit card
charges, check verification charges and refunds given for returns. As used in
the preceding sentence, the term "Titanic Merchandise" shall mean such
merchandise as is offered for sale at FIM's Gift Shop related to the FIM
Titanic Exhibition.
(c) Reports; Payments.
(1) Within thirty (30) days after each calendar month during the FIM
Exhibition Period, beginning December 30, 1997, FIM shall provide to RMS:
(i) a report of attendees, along with payment of such RMS
Attendance Fee payment amounts as may be due to RMS during the prior calendar
month; and
(ii) a report of the Gross Titanic Merchandise Receipts, along
with payment of such RMS Gift Shop Fee payments as may be due to RMS during the
prior calendar month.
(2) The reports submitted by FIM in accordance with subparagraph
2.03(c)(1) above shall include such information as may be necessary to make the
calculations described in subparagraph 2.03(a) and (b) above. RMS, during
reasonable times and after delivery of at least forty-eight (48) hour prior
notice to FIM, shall have the right to inspect the attendance records, and FIM
Gift Shop sales records of FIM in order to verify the accuracy of the reports
submitted by FIM.
(3) FIM shall pay $100,000 toward the combined RMS Gift Shop Fee and
RMS Attendance Fee on such date as FIM notifies RMS that it has received the
board of director approval required under subparagraph 5.08 below (herein the
"Initial Payment Date"). FIM shall pay an additional $50,000 toward the
combined RMS Gift Shop Fee and RMS Attendance Fee on November 15, 1997. The
payments made under this subparagraph 2.03(c)(4) shall be credited against the
earliest RMS Gift Shop Fee and RMS Attendance Fee payments otherwise due under
subparagraphs 2.03(c)(1) and (2) above.
(c) Minimum Combined Fees. The minimum combined RMS Attendance Fee and RMS
Gift Shop Fee payable hereunder shall be $300,000 (herein the "Minimum RMS
Fee"). If, at the end of the FIM Titanic Exhibition, the sum of the actual RMS
Attendance Fee and RMS Gift Shop Fee accrued under subparagraphs 2.03(a) and
(b) is less than the Minimum RMS Fee then, within thirty (30) days after the
last day of the FIM Titanic Exhibition, FIM will pay the difference to RMS.
-8-
<PAGE> 71
2.04 Fees to Memphis. All fees payable to Memphis for its services
and rights provided to FIM hereunder, along with fees payable to Memphis under
the Memphis/FIM Management Agreement, shall be identified and paid under the
terms described in the Memphis/FIM Management Agreement.
PARAGRAPH 3: RELATED MATTERS
3.01 Marketing; Advertising; Publicity.
(a) RMS shall be fully consulted about and shall participate, as
requested by FIM, in publicity activities relating to the FIM Titanic
Exhibition. FIM will not conduct any marketing or publicity efforts which
treat the memory of the Titanic with a lack of dignity and respect. FIM will
discontinue any marketing or publicity efforts objected to by RMS; provided
that RMS will not object to same unless such efforts (the following are
collectively referred to as the "Authorized Objection Reasons"): (1) reflect a
treatment of the memory of the Titanic with a lack of dignity and respect; or
(2) reflect negatively on the image of RMS.
(b) FIM shall make available to RMS any advertising copy
(including television, print, radio and billboard) in advance of the
utilization thereof by FIM for the marketing of the FIM Titanic Exhibition. No
such advertising copy may be used by FIM without RMS' prior consent, which
consent shall be presumed unless RMS objects to same in writing within
twenty-four (24) hours after receipt of facsimile transmission thereof. RMS
shall not object to any advertising materials except for Authorized Objection
Reasons. Any advertising material approved by RMS for use in conjunction with
the Memphis Titanic Exhibition shall be presumed to be approved for use by FIM
in conjunction with the FIM Titanic Exhibition.
(c) FIM agrees to spend at least $700,000 for marketing,
advertising, public relations and related efforts (excluding FIM staff salaries)
during the course of preparing for and presenting the FIM Titanic Exhibition.
3.02 Merchandising.
(a) The parties agree that FIM shall have the sole and exclusive
right to sell merchandise at the FIM Titanic Exhibition. FIM agrees to arrange
for adequate space within the FIM Titanic Exhibition for a gift shop (herein
the "FIM Gift Shop"). The items of Merchandise to be sold at the FIM Gift Shop
relating to or depicting the Titanic shall be subject to RMS' consent which
consent shall not be withheld unless RMS reasonably believes that the sale of
particular items of Merchandise reflect a failure to treat the memory of the
Titanic with dignity and respect; provided that any merchandise approved by RMS
for sale at the Memphis Titanic Exhibition shall be presumed to have been
approved by RMS for sale at the FIM Titanic Exhibition.
(b) To the extent that FIM obtains the names and/or addresses of
the purchasers of Merchandise and tickets at the FIM Titanic Exhibition, a list
of such names and/or addresses will be furnished to RMS at the close of the FIM
Titanic Exhibition. Both parties shall have the right to use the list of such
purchasers as they may respectfully determine thereafter, independent of, and
without claims or rights, of the other party hereto; provided that neither
party shall use such names in such a manner as would detract from the dignity
and prestige of the FIM Museum or the dignity and respect of the memory of the
Titanic.
(c) No merchandise derived with proprietary property rights of RMS
shall be offered for sale or sold by FIM through any outlet other than the FIM
Gift Shop or at satellite merchandise sites in the metropolitan area of St.
Petersburg/Tampa, Florida, including, but not limited to, direct marketing
programs conducted by mail, telemarketing, any public or proprietary
computerized interactive information retrieval network or system (the
"Internet"), or otherwise without the express written consent of RMS.
(d) Nothing in this Agreement shall be construed as prohibiting or
limiting the rights of RMS to market merchandise relating to the Titanic through
non-retail means throughout the world and through retail
-9-
<PAGE> 72
means outside of the State of Florida; provided that RMS shall not operate,
directly or indirectly, a competing retail outlet selling such merchandise in
the greater St. Petersburg or west coast of Florida.
(e) FIM, and Memphis on behalf of FIM, shall have the right
to produce merchandise based on images or recreations of the Titanic underwater
photography (to the limited extent that RMS has the right to provide same) and
Titanic Artifacts and photography for sale in the FIM Gift Shop; provided,
however, such items of merchandise shall be subject to RMS' written consent as
to the quality, style, appearance and retail price (except that RMS has no
right to approve catalog prices) of each set of products, which consent shall
not be unreasonably refused.
3.03 Audio Visual Rights.
(a) Except for the sole purpose of the exhibition
orientation introductory film and video wall film approved for use by Memphis
described in Schedule D-2 hereof, and except for the sole purpose of promoting
the FIM Titanic Exhibition (in which case the following are permitted), no
television, video, film, music, photography or other audio visual rights
including, but not limited to, telecommunication mediums such as the Internet
are granted by RMS to FIM; provided that for purposes of promoting the FIM
Titanic Exhibition, FIM shall be free to use television (including
infomercial), video, film, music, photography or other audio visual means
(including the Internet) (herein the "Produced Promotion Materials"). The
parties agree that the subject of the Produced Promotional Materials shall be
limited to the FIM Titanic Exhibition, and that subject to RMS' prior written
consent, a reasonable portion of RMS' "Supporting Material" (which shall mean
material relating specifically to the recovery of the Titanic Artifacts and
other objects recovered by RMS from the wreck site of the Titanic including,
but not limited to, photographs and video footage, which shall be supplied by
RMS) shall be made available for utilization in the Produced Promotional
Materials at no additional cost to FIM (except that FIM shall pay reasonable
photographic duplication costs and costs of shipping same); provided, however,
that all "Supporting Material" shall be jointly selected and approved by RMS
and FIM, with RMS reserving the right to approve, in its reasonable business
judgment, the type and amount of Supporting Material to be included in the
Produced Promotional Materials; provided that RMS shall not refuse to approve
same unless the use of same by FIM will have a material adverse impact on the
commercial value of the Supporting Material to RMS. All rights and title to
photographs of the Titanic Artifacts and RMS' Supporting Material shall be
owned exclusively by RMS, and no rights or interest therein are hereby
conferred upon FIM except as expressly set forth in this Agreement. RMS shall
have the right to approve the content and form of the Produced Promotional
Materials prior to the release thereof to the public, which consent shall not
be withheld except for Authorized Objection Reasons. Any Produced Promotion
Materials approved by RMS for use at the Memphis Titanic Exhibition shall be
presumed to be approved for use at the FIM Titanic Exhibition.
(b) Any Internet site used by FIM to promote or advertise
the FIM Titanic Exhibition shall include a reference, on a initial screen
thereof, that the FIM Titanic Exhibition is presented in association with RMS,
and shall contain a hypertext link to RMS' Internet site at the first reference
to RMS. Any Internet site used by RMS shall include a reference, on the initial
screen thereof, that the FIM Titanic Exhibition is being presented at the FIM
Museum in St. Petersburg, Florida, and shall contain a hypertext link to the
Internet site used by FIM to promote or advertise the FIM Titanic Exhibition.
(c) Except for media, which the parties hereby acknowledge
are allowed entry under the terms of subparagraph 3.03(a) above, FIM will refuse
admission to the FIM Titanic Exhibition to anyone carrying or who has within
their control sight or sound devices which enable them to film or record the
FIM Titanic Exhibition, and will eject any person who refuses to relinquish
such sight and sound equipment prior to entering the FIM Titanic Exhibition.
RMS will identify to FIM which Main Artifacts may be photographed with flash
photography and which may not.
3.04 Trademark Rights. Neither party, by virtue of this Agreement,
shall obtain or claim any right, title or interest in or to the other parties
name, trademark or logo, except the right to use as specified herein and all
parties hereby acknowledge and agree that all such use shall inure to the
benefit of the respective owner.
-10-
<PAGE> 73
PARAGRAPH 4: TERM
4.01 Term. This Agreement shall commence on the date of execution
hereof and shall terminate on the earlier of that date described in
subparagraph 5.08 below, or that date ninety (90) days after the end of the FIM
Exhibition Period.
4.02 Obligations Upon Termination.
(a) Within thirty (30) days after the end of the FIM
Exhibition Period, RMS, at the request of FIM, shall forthwith return to FIM or
otherwise dispose of as FIM may direct all pamphlets, literature, photographs,
catalogs, advertising material, specifications, cost estimates and other
materials, documents and papers whatsoever belonging to FIM and sent to RMS
relating to the FIM Titanic Exhibition (other than correspondence between FIM
and RMS) which RMS may have in its possession or under its control, except that
RMS shall have the right to retain one copy of the foregoing for archival
purposes.
(b) Within thirty (30) days after the end of the FIM
Exhibition Period, FIM, at the request of RMS, shall forthwith return to RMS or
otherwise dispose of as RMS may direct all pamphlets, literature, photographs,
advertising material, specifications, cost estimates and other materials,
documents and papers whatsoever belonging to RMS and sent to FIM relating to
the FIM Titanic Exhibition (other than correspondence between FIM and RMS)
which FIM may have in its possession or under its control, except that: (1) FIM
shall have the right to retain one copy of the foregoing for archival purposes;
and (2) FIM may retain and continue to sell at its gift shop, Titanic related
merchandise until same is sold out.
PARAGRAPH 5: GENERAL PROVISIONS
5.01 Time of Essence. The parties agree that as to time periods
contained herein, time is of the essence.
5.02 Entire Agreement. This writing contains the entire agreement of
the parties with regard to the matters herein described, and no representations
or agreements, oral or otherwise, between the parties prior or subsequent to
the signing of this Agreement not embodied herein shall be of any force and
effect.
5.03 Construction and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of New York. Any action, by
any party, to enforce or interpret any terms of this Agreement, or any dispute
arising out of or related to this Agreement, shall be exclusively commenced,
brought before, and decided by the applicable federal and state courts in the
City of New York, New York. The parties hereby consent and agree to the
above-described venue and jurisdiction of such courts and actions.
5.04 Modifications; Notices. This Agreement may be modified or
amended only by the written consent of the parties hereto. Any notice or other
communication to any party shall be sent by certified or registered mail or via
receipted express mail, to such party's respective address set forth in the
first paragraph of this Agreement, or to such other address as such party may
designate from time to time by written notice to the other.
5.05 No Waiver; Counterparts. The failure of any party at any time
to require performance by another party of any provision hereof shall not
affect in any way the full right to require such performance at any time
thereafter; nor shall the waiver by any party of a breach of any provision
hereof be taken or held to be a waiver of the provision itself. This Agreement
may be executed by facsimile and in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
5.06 Costs and Attorneys' Fees. In connection with any litigation,
including appellate proceedings arising out of this Agreement, the prevailing
party shall be entitled to recover costs and attorneys' fees. Costs and
attorneys' fees shall include any and all attorneys' fees incurred in
preparation for trial, at trial, on appeal or in bankruptcy proceedings and
shall also include paralegal expenses and all reasonable travel, copying and
transmission
-11-
<PAGE> 74
costs of the attorneys, expert witness fees, the costs of investigation and
proof of facts, and the costs of any sales, services, value added or similar
tax imposed upon amounts relating to any services or costs described in this
sentence.
5.07 Independent Contractors. The relationship of the parties hereto
shall be that of independent contractors and not of partners, joint ventures,
employee/employer or other relationship.
5.08 Authority; Approval of FIM Board.
(a) The undersigned representatives of Memphis hereby
acknowledge and agree that they have the authority to bind their organization,
and by execution of this Agreement their organization is bound to the
terms hereof; provided that this Agreement is not binding upon Memphis until
signed by the Mayor.
(b) The undersigned representatives of RMS hereby acknowledge
and agree that they have the authority to bind their respective organizations,
and that by execution of this Agreement their respective organizations are bound
to the terms hereof; provided that the obligations of RMS under this Agreement
are contingent upon receiving the approval of the board of directors (or an
authorized committee thereof) of RMS; provided that RMS agrees to submit this
Agreement for approval within seven (7) days after execution hereof and will
provide written verification of approval by facsimile within one (1) day
thereafter.
(c) The obligations of FIM under this Agreement are contingent
upon FIM receiving approval of its Board of Directors; provided that if FIM
does not receive such approval and deliver notice of same to RMS and Memphis on
or before January 31, 1997, then this Agreement shall terminate and have no
force or effect. FIM agrees to call a board meeting on or before January 31,
1997, and present this Agreement for approval.
5.09 Budgets Not Binding. FIM has provided Memphis and RMS with
various proposed budgets and charts of account related to the FIM Titanic
Exhibition (herein collectively the "Proposed Budgets"). Memphis and RMS hereby
acknowledge and agree that the items described in the Proposed Budgets may and
shall differ materially from those described in the Proposed Budgets and that
the only budget items to which FIM is bound are those contained herein.
NOW, THEREFORE, the parties have executed this Agreement this 10th day
of December, 1996.
<TABLE>
<CAPTION>
<S> <C>
RMS TITANIC, INC., a New York for-profit CITY OF MEMPHIS, a municipal corporation
corporation
By: /s/ George Tulloch By: /s/ Dr. W. W. Herenton
------------------------------------- ----------------------------------------
George Tulloch, as its President Dr. W. W. Herenton, Mayor
Attest: /s/ Illegible
---------------------------------
Deputy Controller
By: /s/ Glen Campbell
------------------------------------
Glen Campbell, Manager
Finance and Logistics
(Corporate Seal)
Approval as to Form: /s/ Illegible
"RMS" --------------------
City Attorney
(Corporate Seal)
"MEMPHIS"
</TABLE>
-12-
<PAGE> 75
FLORIDA INTERNATIONAL MUSEUM, INC.,
a Florida not-for-profit corporation
By: /s/ Joseph Cremin
---------------------------------
Joseph Cremin, as its President
(Corporate Seal)
"FIM"
Schedules: B: Proposed Main Artifacts
C: Proposed Supplemental Artifacts
D-1: Presentation Items
D-2: Memphis Associated Items
D-3: RMS Associated Items
-13-
<PAGE> 76
SCHEDULE "B"
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] 87/0001 Brown faience teapot [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[X] 87/0002 Solid silver chocolate pot [X] A 1 [ ] A 2 [ ] B [ ] CV 50 000
[X] 87/0003.A.BJ-20/ Chased silver box containing cuff links [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0004 Back of Brush "Royal Ivoire France" [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 87/0005 Mirror holder [X] A 1 [ ] A 2 [ ] B [ ] CV 40 000
[X] 87/0006.3/3 Shallow dish w/White Star Line logo [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0008.1/3 Cup w/White Star Line logo [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0009.1-3/94 Egg plates [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0009.4-6/94 Egg plates [X] A 1 [ ] A 2 [ ] B [ ] CV 60 000
[ ] 87/0010 Faucets, "Hot" and "Cold" [ ] A 1 [ ] A 2 [ ] B [X] CV 20 000
[X] 87/0011.1/3 Cut crystal carale w/White Star Line flag [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0012 Jam pot of cut crystal, w/White Star Line flag [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0013 Decorative porcelain sprinkler [X] A 1 [ ] A 2 [ ] B [ ] CV 15 000
[X] 87/0015 Bottle of benedictine [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0017.1-3.5,6,8 Silver plated forks [ ] A 1 [ ] A 2 [X] B [ ] CV 15 000
[X] 87/0017.11/12 Silver plated fork [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0017.12/12 Silver plated fork [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0017.7/12 Silver plated fork [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0019.A1.2/2:B1.2/6 Gillette razor blade boxes w/blades & wrappers [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[ ] 87/ Gillette razor blades & wrappers [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[ ] 87/0023 Hairpin for chignon, decorated w/Chinese [ ] A 1 [ ] A 2 [ ] B [X] CV 30 000
[ ] 87/0024 Glass jar containing powder [ ] A 1 [X] A 2 [ ] B [ ] CV 40 000
[ ] 87/0025 Gold knife chain and case [ ] A 1 [ ] A 2 [ ] B [X] CV 30 000
[X] 87/0028 Comb [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0030 Pipe containing tobacco remains [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0031 Pipe with sculpted bowl [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[X] 87/0032.2-4/4 Uniform buttons, stamped w/White Star Line [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0033 Fountain pen "patented self filing pen"
14 carat [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0034 Painted wood shaving brush [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0035 Black silk bow tie [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0037.A.B Eyeglasses w/leather case [X] A 1 [ ] A 2 [ ] B [ ] CV 25 000
[X] 87/0038 Titanic restaurant check [X] A 1 [ ] A 2 [ ] B [ ] CV 50 000
[X] 87/0040 Gold pocket watch "J & K Longines" [X] A 1 [ ] A 2 [ ] B [ ] CV 50 000
Total value 10.000.000$
</TABLE>
Initials:
-------------- -------------- --------------
RMS FIM Memphis
<PAGE> 77
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] 87/0096 Silver mesh bag [ ] A1 [ ] A2 [ ] B [X] CV 60 000
[X] 87/0097.A3.6/745 4 Bank notes [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0097.B.D Customs coupon; Oriental Hotel letter; envelope [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0099 Chain with charms [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[X] 87/0100 Megaphone [X] A1 [ ] A2 [ ] B [ ] CV 120 000
[ ] 87/0102 Letters [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[X] 87/0103 Leather travel bag [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0104 Shaving brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0106 Top to a jar of powder [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[X] 87/0107 Silvered metal razor [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0110 Copper soap box [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0111 Shaving soap stick in a metal "William Shaving [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 87/0112.B Spectacles [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 87/0114 Broken bottle of "PETROLE HAHN Pour ies [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0119 Sharpened plumes held by a string [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0121 Leather case containing two instruments [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0126 Leather knife case and horn knife [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0130 Hair brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0134.B1-4/6 Business cards [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0134.B5/6 Business card [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0134.B6/6 Business card [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0134.D Commercial Travellers' ticket [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[X] 87/0139 Gold wrist watch [X] A1 [ ] A2 [ ] B [ ] CV 35 000
[X] 87/0140 Case for travel flask [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0141.A.B1 5/5 Leather case w/cigarettes [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0143 Glass bottle from "C.DAMSCHINSKY LIQUID [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0145.1/3 Shoe brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0145.2/3 Shoe brush [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0145.3/3 Shoe brush [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0146.1.2/2 Cardboard box fragments [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0147.A.B Elements of a wooden box [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0150 Deck bench armrest [ ] A1 [X] A2 [ ] B [ ] CV 60 000
[X] 87/0151 Chandelier gilded by ??????????????????? [X] A1 [ ] A2 [ ] B [ ] CV 40 000
Total value 10.000.000$
</TABLE>
<PAGE> 78
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[X] 87/0042 Leather wallet [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[ ] 87/0045 Brooch mounted with gems and pearls [ ] A 1 [ ] A 2 [ ] B [X] CV 30 000
[ ] 87/0046 Pendant and chain of chased silver with gems [ ] A 1 [ ] A 2 [ ] B [X] CV 30 000
[ ] 87/0047 Gold and silver wrist chain, "Amy" in gems [ ] A 1 [ ] A 2 [ ] B [X] CV 60 000
[ ] 87/0049.1-50/50 50 Bank notes [ ] A 1 [X] A 2 [ ] B [ ] CV 25 000
[ ] 87/0050.A Jewelry case [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[ ] 87/0050.B Materials from interior of jewelry case [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[ ] 87/0051 Silver plated pocket watch, with guilloche cover [ ] A 1 [ ] A 2 [ ] B [X] CV 40 000
[X] 87/0052 Tie pin with scarab [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[ ] 87/0053 Tie pin decorated with gems [ ] A 1 [ ] A 2 [ ] B [X] CV 25 000
[X] 87/0054 Gold tie pin decorated with five gems [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[ ] 87/0055 One collar button "18CT" [ ] A 1 [X] A 2 [ ] B [ ] CV 10 000
[ ] 87/0056 Gold earring [ ] A 1 [ ] A 2 [ ] B [X] CV 25 000
[X] 87/0058 Gold mechanical pencil [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[ ] 87/0059 Heart shaped gold pendant "10CT 4543" [ ] A 1 [ ] A 2 [ ] B [X] CV 50 000
[ ] 87/0063 Brooch [ ] A 1 [X] A 2 [ ] B [ ] CV 40 000
[ ] 87/0064 Gold ring with gems [ ] A 1 [ ] A 2 [ ] B [X] CV 50 000
[X] 87/0065 Ring with sapphires and gems [X] A 1 [ ] A 2 [ ] B [ ] CV 60 000
[X] 87/0069 Twisted 9 carat gold chain w/ pendant [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0071 Knot shaped brooch, "14K" pendant, with two [ ] A 1 [ ] A 2 [ ] B [X] CV 50 000
[ ] 87/0072.1-7/7 7 Coins [ ] A 1 [X] A 2 [ ] B [ ] CV 35 000
[ ] 87/0074 Necklace of gold nuggets [ ] A 1 [ ] A 2 [ ] B [X] CV 40 000
[ ] 87/0075 Gold ring with gems [ ] A 1 [ ] A 2 [ ] B [X] CV 40 000
[ ] 87/0076 Silver ring with three gems (diamonds?) [ ] A 1 [ ] A 2 [ ] B [X] CV 50 000
[X] 87/0077 Leather pouch [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0079 Silk neckband with gems [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 87/0081 Heart shaped pendant with gems on chain [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[ ] 87/0082 Heart shaped pendant with clasp, on gold chain [ ] A 1 [ ] A 2 [ ] B [X] CV 40 000
[ ] 87/0083 Box of Gillette razor blades [ ] A 1 [ ] A 2 [ ] B [X] CV 10 000
[ ] 87/0085 Pendant box on gold chain [ ] A 1 [ ] A 2 [ ] B [X] CV 40 000
[ ] 87/0086 Pearl necklace [ ] A 1 [X] A 2 [ ] B [ ] CV 40 000
[ ] 87/0088 Set of two gold tie pins (cuff links?) with [ ] A 1 [ ] A 2 [ ] B [X] CV 30 000
[ ] 87/0094 Silver jewelry box [ ] A 1 [ ] A 2 [ ] B [X] CV 50 000
Total value 10.000.000$
</TABLE>
<PAGE> 79
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 87/0153 Pedestal for ship's wheel (helm) [X] A1 [ ] A2 [ ] B [ ] CV 80 000
[X] 87/0154 Deck bell [X] A1 [ ] A2 [ ] B [ ] CV 150 000
[X] 87/0156 Forward navigational beacon [X] A1 [ ] A2 [ ] B [ ] CV 60 000
[X] 87/0158 Porthole [X] A1 [ ] A2 [ ] B [ ] CV 80 000
[X] 87/0159 "DOULTON & Co." sink w/faucets [X] A1 [ ] A2 [ ] B [ ] CV 70 000
[ ] 87/0160 Nickel kettle [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 87/0163 Nickel kettle [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0164.1/4 Faience sink [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[ ] 87/0164.2/4 Faience sink [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[X] 87/0165 Navigational compass "Lord Kelvin": along [ ] A1 [X] A2 [ ] B [ ] CV 130 000
[X] 87/0169.A Storage water heater [X] A1 [ ] A2 [ ] B [ ] CV 60 000
[ ] 87/0171 Faucet w/fragment of marble [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[X] 87/0172 Small porthole [X] A1 [ ] A2 [ ] B [ ] CV 90 000
[X] 87/0173 Leather suitcase [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0175.A Corroded top of telegraph w/interior mechanism [X] A1 [ ] A2 [ ] B [ ] CV 70 000
[X] 87/0176.A B Telegraph (top section w/mechanism and gear) [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0177 Base of telegraph [X] A1 [ ] A2 [ ] B [ ] CV 70 000
[X] 87/0179.A B Deck bench armrests [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0181.A Passageway lamp [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0184.A-C H Body, covers and plaque to furnace inspection [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[ ] 87/0184.D-G,I-O Misc. parts to furnace inspection hole [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[X] 87/0185 Electrical fuse plate [X] A1 [ ] A2 [ ] B [ ] CV 25 000
[X] 87/0186 Wall telephone [X] A1 [ ] A2 [ ] B [ ] CV 60 000
[X] 87/0189 Decorative tile [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0192.A Cream jar [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0197 Gilded lead grille [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0198 Silverware plate stamped w/White Star Line [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0199 Silverware plate [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[ ] 87/0201.1/2 One glass bottle neck from a set of two [ ] A1 [ ] A2 [ ] B [X] CV 5 000
[X] 87/0202 Windsor and Newton paint brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0203 Cigarette holder [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0204 Shoe brush [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0206 Handle of a razor [ ] A1 [ ] A2 [ ] B [X] CV 5 000
Total value 10.000.000$
</TABLE>
<PAGE> 80
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 87/0216 Instruction manual of a fountain pen [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0219.A-C Fragments of cardboard boxes [X] A1 [ ] A2 [ ] B [ ] CV 5 000
[X] 87/0221 Pencil with eraser [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0223.A1-3/3.B Glass bottles and a glass stopper [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0224 Natural toiletry sponge [ ] A1 [ ] A2 [ ] B [X] CV 5 000
[ ] 87/0225 Wood and horn handle [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0233 Silverware dish [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 87/0240 Silver and vermeil sauce boat [X] A1 [ ] A2 [ ] B [ ] CV 45 000
[X] 87/0242 Silverware dish by same maker [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0243 Silver plated pendulum lamp [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0244.1/2 Silverware dish [X] A1 [ ] A2 [ ] B [ ] CV 45 000
[X] 87/0244.2/2 Silverware dish [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0245.A.B Vaporizer [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0248 Brush back of synthetic ivory [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0253 Element of pendulum clock [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 87/0257 Silver plated ladle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0258 Clothes hook with three hooks [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0263 Clock case [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0268 Soda bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0269.21/37 One page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0269.26/37 One page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0269.29(a-c)/3 Three page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 15 000
[X] 87/0269.8/37 Five pound Bank of England note [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[ ] 87/0272 Shoe brush [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[X] 87/0273.A Wooden razor handle [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0274 Wooden disk "Matterson Bornemouth Chemist" [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0275.A-C Penholder, wooden pencil, paint brush [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0277 Faience cup with floral decoration [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0281 Faience chamber pot [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0282 Glass bottle stopper [X] A1 [ ] A2 [ ] B [ ] CV 5 000
[X] 87/0284 Bottle "Registered Contrell & Cochrane" [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[ ] 87/0285 Wine bottle [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0286 Bronze cherub [X] A1 [ ] A2 [ ] B [ ] CV 200 000
Total Value 10.000.000$
</TABLE>
<PAGE> 81
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
EXHIBITION MEMPHIS (318 NUMBERS)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
NO. INV. OBJECT VALUE $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[X] 87/0291.1-5/5 5 Ceramic tiles. "Villeroy et Bosh" [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[x] 87/0292 Terracotta tile. "J.C. Edwards" [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0293.1.2 3 Ceramic tiles. "Villeroy et Bosh" [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0294 Terracotta tile. "J.C. Edwards" [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 87/0298.A2/4 Faience jar without hix hd 87/0298.B2/4 [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[X] 87/0298.A4.4.B4/ Faience jar w/lid [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0299.1/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0299.2/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0299.3/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0300 White faience wall mount [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[ ] 87/0302 Fine faience saucer with gilded edge [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 87/0304 Fine faience dish, company dishware [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0305 Blue porcelain saucer w/gilded decoration. [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0306.B1 Larger saucer w/applique decoration [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0308.1-3/11 3 Titanic purser tags [X] A1 [ ] A2 [ ] B [ ] CV 90 000
[ ] 87/0308.4/11 1 Titanic purser tags [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0308.5/11 1 Titanic purser tags [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[X] 87/0311 Newspaper: "Southampton Daily" [X] A1 [ ] A2 [ ] B [ ] CV 100 000
[X] 87/0312.1/7 1 Envelope for banknotes [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0313 Cut crystal vase [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0314 Cut crystal carafe w/White Stag Line flag [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[ ] 87/0316 Cut crystal hors d'oeurve dish with company [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0317.1.2/2 Two flat white faience plates, company [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 87/0318 Blue porcelain plate w/gilded decoration/White [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0319.A.B Blue porcelain cup and fragment of saucer w/ [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0320 Cotton steward's shirt, with the name "Broome" [X] A1 [ ] A2 [ ] B [ ] CV 100 000
[ ] 87/0322 Leather satchel [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0330 White faience pot with floral decoration marked [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[X] 87/0331.1.2/12 Flat plate and shallow soup plate [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0332.A Door of "Fire Resisting Safe. Thomas Perry & [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[ ] 87/0333 Stained glass window [ ] A1 [ ] A2 [X] B [ ] CV 80 000
[ ] 87/0336 Stained glass window [ ] A1 [ ] A2 [X] B [ ] CV 80 000
[X] 93/0002 Bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
TOTAL VALUE 10.000.000$
</TABLE>
<PAGE> 82
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[ ] 93/0005 Plate w/blue design [ ] A 1 [ ] A 2 [ ] B [X] CV 20.000
[ ] 93/0008 Top of a toothpaste jar [ ] A 1 [ ] A 2 [ ] B [X] CV 25.000
[X] 93/0011 Silver plated dish [ ] A 1 [ ] A 2 [X] B [ ] CV 20.000
[X] 93/0016 Glass candy dish [ ] A 1 [ ] A 2 [ ] B [X] CV 10.000
[X] 93/0017 Demi tasse (small cup) [X] A 1 [ ] A 2 [ ] B [ ] CV 10.000
[ ] 93/0021 Soup piule [ ] A 1 [X] A 2 [ ] B [ ] CV 20.000
[ ] 93/0022 Coat hooks [ ] A 1 [ ] A 2 [X] B [ ] CV 30.000
[ ] 93/0025 Fragment of ceramic floor tile [ ] A 1 [X] A 2 [ ] B [ ] CV 20.000
[X] 93/0030 Wrench [X] A 1 [ ] A 2 [ ] B [ ] CV 40.000
[ ] 93/0031 Anxielle en porcelaine (porcelain plate) [ ] A 1 [ ] A 2 [ ] B [X] CV 20.000
[X] 93/0032 Spittoon [X] A 1 [ ] A 2 [ ] B [ ] CV 50.000
[ ] 93/0033 Spittoon [ ] A 1 [ ] A 2 [ ] B [X] CV 30.000
[X] 93/0035 Cooking pot [ ] A 1 [ ] A 2 [X] B [ ] CV 30.000
[X] 93/0040 Small soupiere (tureen) [X] A 1 [ ] A 2 [ ] B [ ] CV 30.000
[X] 93/0041 Big oval platter [X] A 1 [ ] A 2 [ ] B [ ] CV 20.000
[X] 93/0042 Small oval platter [ ] A 1 [X] A 2 [ ] B [ ] CV 30.000
[X] 93/0045 Champagne bottle [X] A 1 [ ] A 2 [ ] B [ ] CV 20.000
[X] 93/0047 Pair of rubber shoes [ ] A 1 [X] A 2 [ ] B [ ] CV 40.000
[ ] 93/0052.A-D Ashtray with match box holder [ ] A 1 [ ] A 2 [X] B [ ] CV 30.000
[X] 93/0054.1.2/2 One marble and hull of a marble [X] A 1 [ ] A 2 [ ] B [ ] CV 30.000
[X] 93/0056.1.2/2 Two identical synthetic brushes [ ] A 1 [ ] A 2 [X] B [ ] CV 20.000
[X] 93/0057.A Partition holder for flute [X] A 1 [ ] A 2 [ ] B [ ] CV 10.000
[X] 93/0059.1A.B:2 Musical instruments (clarinets) [ ] A 1 [ ] A 2 [X] B [ ] CV 80.000
[X] 93/0061.1-3/3 Three animal pelts [ ] A 1 [ ] A 2 [X] B [ ] CV 20.000
[ ] 93/0062 Leather case [ ] A 1 [ ] A 2 [X] B [ ] CV 20.000
[X] 93/0065 Textile bag [ ] A 1 [ ] A 2 [X] B [ ] CV 10.000
[X] 93/0082 Champagne bottle [X] A 1 [ ] A 2 [ ] B [ ] CV 20.000
[ ] 93/0089 Crystal decanter [ ] A 1 [ ] A 2 [ ] B [X] CV 20.000
[X] 93/0096 Chamber pot [X] A 1 [ ] A 2 [ ] B [ ] CV 10.000
[X] 93/0102 Mum whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50.000
[X] 93/0103 Small whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50.000
[X] 93/0104 Coffee cup [X] A 1 [ ] A 2 [ ] B [ ] CV 20.000
[X] 93/0112 Big whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50.000
Total value 10.000.000$
</TABLE>
<PAGE> 83
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[ ] 93/0113 Cut crystal carafe w/White Star Line flag [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[X] 93/0129.A-D Manifold for whistles [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 93/0130 Small whistle [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 93/0131 Window frame [ ] A1 [X] A2 [ ] B [ ] CV 50 000
[X] 93/0132 Connecting rod [ ] A1 [ ] A2 [X] B [ ] CV 140 000
[X] 93/0147.A.B Pack of playing cards (A) in a cardboard box(B) [ ] A1 [X] A2 [ ] B [ ] CV 60 000
[ ] 93/0155.A.B Tool handle w/leather sheath [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0156 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0158.A.B Stamp [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0160.A.B Medal with leather strap [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[ ] 93/0161 Four pieces of quartz [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0162 Animal remains [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0163 Snake skin (?) wrapped in paper [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0164 Crumbled paper w/fragment of shell & animal [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0195.1/2 1 Man's silk necktie [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[ ] 93/0224 Textile tool kit [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[X] 93/0226 Leather case containing a spirit level [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0227 Leather pouch containing tools [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 93/0235.1.2/2 Two wooden objects [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0238 Rubber band [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0240 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0244 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0245 Tool (knife ?) handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0248 Wooden stick [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[ ] 93/0249 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0250 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0251 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0252.1.2/2 Two tool handles [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0255.1.2/2 Two belt buckles [ ] A1 [ ] A2 [X] B [ ] CV 25 000
[X] 93/0273 Alligator wallet [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0274 Alligator handbag [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0278 Two postage stamps [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0279 1-15/15 Howard A. Irwin's calling cards [ ] A1 [ ] A2 [X] B [ ] CV 40 000
Total value 10.000.000$
</TABLE>
<PAGE> 84
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 93/0280 Calling card of Miss Florence Hawthorn [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0281 Calling card of Samuel L. Kistler, M.D. [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0282.1.2/2 Calling cards of MISS STELA COBO [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0288 Gold pen [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93.0291.A2.6/31 2 Postcards [X] A1 [ ] A2 [ ] B [ ] CV 5 000
[X] 93/0300 Rolled ribbon of paper [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0301 "Webster" dictionary [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0302.1-16/16 Stack of paper tied w/string (racetrack booklet [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0303 Stack of postcards tied w/string [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0304 "The New South Wales Coachmakers Journal" [ ] A1 [ ] A2 [X] B [ ] CV 70 000
[X] 93/0305 Twenty-three envelopes, one containing a [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 93/0306.A.B1-3/3 Booklet (A) and three cards slipped inside (B) [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 93/0307.A.B1-4/4 Paper folded around small, unidentified object [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0308.1-4/4 Four rolls of paper [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0309 Folded piece of Sydney newspaper [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0310 Booklet titled "ROOKS" [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0312.A.B Date book [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 93/0313.1-16/16 "Kodaks" envelope (1) with 15 envelopes inside [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0314 Glass plate [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 93/0315.1.2/2 Flyers [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[X] 93/0316.1-3/3 Envelope with two papers inside [ ] A1 [X] A2 [ ] B [ ] CV 10 000
[X] 93/0317.A.B (A) Address book (?); (B) cover; (C) newspaper [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0318 Booklet [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0319.1-8/8 Envelope w/papers [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0321.1-5.7-22/ Sheet music [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0321.6/22 Sheet music "PUT YOUR ARMS AROUND ME [X] A1 [ ] A2 [ ] B [ ] CV 80 000
[X] 93/0322.1-2/2 ?? Miscellaneous papers [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0323.1-14/14 Coins [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0327.A.B1-3/3 Glass hair loss bottle and 3 labels [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 94/0007 Stained glass window [ ] A1 [ ] A2 [X] B [ ] CV 80 000
[X] 94/0010 Ornamental window frame [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 94/0027 Green glass bottle sealed w/cork [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[X] 94/0036.75/170 Coal [X] A1 [ ] A2 [ ] B [ ] CV 50 000
Total value 10.000.000$
</TABLE>
<PAGE> 85
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS (318 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 94/0105 Olive jar [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 94/0132 Figurine of Dutch boy w/wooden shoe [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 94/0166 Binoculars [ ] A1 [ ] A2 [X] B [ ] CV 50 000
[ ] 94/0227 Drinking glass [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 94/0240 Bollards [ ] A1 [ ] A2 [X] B [ ] CV 250 000
[X] 94/0243.1.2/2 Two mugs w/gold trim [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0244 Logometer [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[ ] 94/0247 Ceramic jar [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 94/0248.1-3/3 Three mugs w/White Star Line logo [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 94/0250 Cut crystal decanter [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 94/0251 Decorative tiles [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[ ] 94/0266 Green glass bottle [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0268 Sink [ ] A1 [ ] A2 [X] B [ ] CV 50 000
[ ] 94/0275 Ceramic insulator [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 94/0284 Section of concrete [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0285 "ELCAYA" beauty cream jar [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0288 Tobacco pouch [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0293 Sections of Veranda Cafe window [ ] A1 [ ] A2 [X] B [ ] CV 70 000
[X] 94/0308 Small crystal decanter w/WSL logo [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0317 Large iron wrench [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0421 Arch to Veranda Cafe window [ ] A1 [ ] A2 [X] B [ ] CV 70 000
Total value 10.000.000$
</TABLE>
<PAGE> 86
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A1 (139 numbers) SCHEDULE A1
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of september 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 87/0002 Solid silver chocolate pot [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0005 Mirror holder [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0006.3/3 Shallow dish w/White Star Line logo [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0008.1/3 Cup w/White Star Line logo [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0009.4-6/94 Egg plates [X] A1 [ ] A2 [ ] B [ ] CV 60 000
[X] 87/0011.1/3 Cut crystal carafe w/White Star Line flag [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0012 Jam pot of cut crystal, w/White Star Line flag [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0013 Decorative porcelain sprinkler [X] A1 [ ] A2 [ ] B [ ] CV 15 000
[X] 87/0015 Bottle of benedictine [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0017.7/12 Silver plated fork [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0028 Comb [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0030 Pipe containing tobacco remains [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0032.2-4/4 Uniform buttons, stamped w/White Star Line [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0033 Fountain pen "patented self filing pen" 14 carat [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0034 Painted wood shaving brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0035 Black silk bow tie [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0037.A.B. Eyeglasses w/leather case [X] A1 [ ] A2 [ ] B [ ] CV 25 000
[X] 87/0038 Titanic restaurant check [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0040 Gold pocket watch "18 K Longines" [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0042 Leather wallet [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0052 Tie pin with scarab [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0054 Gold tie pin decorated with five gems [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0058 Gold mechanical pencil [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0065 Ring with sapphires and gems [X] A1 [ ] A2 [ ] B [ ] CV 60 000
[X] 87/0069 Twisted 9 carat gold chain w/pendant [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0077 Leather pouch [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0081 Heart shaped pendant with gems on chain [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0097.A3-6/745 4 Bank notes [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0103 Leather travel bag [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0104 Shaving brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0107 Silvered metal razor [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0114 Broken bottle of "PETROLE HAHN Pour les" [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0119 Sharpened plumes held by a string [X] A1 [ ] A2 [ ] B [ ] CV 10 000
Total Value 4.340.000$
</TABLE>
<PAGE> 87
SCHEDULE "B"
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A1 (139 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[X] 87/0130 Hair brush [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0134.B1-4/6 Business cards [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0139 Gold wrist watch [X] A 1 [ ] A 2 [ ] B [ ] CV 35 000
[X] 87/0140 Case for travel flask [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0141.A.B1-5/5 Leather case w/cigarettes [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0143 Glass bottle from "C. DAMSCHINSKY LIQUID" [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0145.1/3 Shoe brush [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0145.2/3 Shoe brush [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0145.3/3 Shoe brush [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0146.1.2/2 Cardboard box fragments [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0147.A.B Elements of a wooden box [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0151 Chandelier gilded by electrolysis [X] A 1 [ ] A 2 [ ] B [ ] CV 40 000
[X] 87/0153 Pedestal for ship's wheel [X] A 1 [ ] A 2 [ ] B [ ] CV 40 000
[X] 87/0154 Deck bell [X] A 1 [ ] A 2 [ ] B [ ] CV 150 000
[X] 87/0156 Forward navigational beacon [X] A 1 [ ] A 2 [ ] B [ ] CV 60 000
[X] 87/0158 Porthole [X] A 1 [ ] A 2 [ ] B [ ] CV 80 000
[X] 87/0159 "DOULTON & Co." sink w/faucets [X] A 1 [ ] A 2 [ ] B [ ] CV 70 000
[X] 87/0163 Nickel kettle [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0164.1/4 Patence sink [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0169.A Storage water heater [X] A 1 [ ] A 2 [ ] B [ ] CV 60 000
[X] 87/0172 Small porthole [X] A 1 [ ] A 2 [ ] B [ ] CV 90 000
[X] 87/0173 Leather suitcase [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0175.A Corroded top of telegraph w/interior mechanism [X] A 1 [ ] A 2 [ ] B [ ] CV 70 000
[X] 87/0176.A.B Telegraph (top section w/mechanism and gear [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0177 Base of telegraph [X] A 1 [ ] A 2 [ ] B [ ] CV 70 000
[X] 87/0179.A.B Deck bench armrests [X] A 1 [ ] A 2 [ ] B [ ] CV 50 000
[X] 87/0181.A Passageway lamp [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0184.A-C.H Body, covers, and plaque to furnace inspection [X] A 1 [ ] A 2 [ ] B [ ] CV 40 000
[X] 87/0185 Electrical fuse plate [X] A 1 [ ] A 2 [ ] B [ ] CV 25 000
[X] 87/0186 Wall telephone [X] A 1 [ ] A 2 [ ] B [ ] CV 60 000
[X] 87/0189 Decorative tile [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/0197 Gilded lead grille [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0198 Silverware plate stamped w/White Star Line [X] A 1 [ ] A 2 [ ] B [ ] CV 40 000
Total value 4.340.000$
</TABLE>
<PAGE> 88
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A1 (139 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 87/0199 Silverware plate [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0202 Windsor and Newton paint brush [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0216 Instruction manual of a fountain pen [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0219.A-C Fragments of cardboard boxes [X] A1 [ ] A2 [ ] B [ ] CV 5 000
[X] 87/0221 Pencil with eraser [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0223.A1-3/3.B Glass bottles and a glass stopper [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0240 Silver and vermeil sauce boat [X] A1 [ ] A2 [ ] B [ ] CV 45 000
[X] 87/0242 Silverware dish by same maker [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0243 Silver plated pendulum lamp [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0244.1/2 Silverware dish [X] A1 [ ] A2 [ ] B [ ] CV 45 000
[X] 87/0244.2/2 Silverware dish [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0248 Brush back of synthetic ivory [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0257 Silver plated ladle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0263 Clock case [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0268 Soda bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0269.21/37 One page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0269.26/37 One page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0269.29(A-C)/3 Three page letter from typewritten and [X] A1 [ ] A2 [ ] B [ ] CV 15 000
[X] 87/0269.8/37 Five pound Bank of England note [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0273.A Wooden razor handle [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0274 Wooden disk "Matterson Bornemouth Chemist" [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0277 Faience cup with floral decoration [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0281 Faience chamber pot [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0282 Glass bottle stopper [X] A1 [ ] A2 [ ] B [ ] CV 5 000
[X] 87/0284 Bottle "Registered Contrell & Cochrans [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0286 Bronze cherub [X] A1 [ ] A2 [ ] B [ ] CV 200 000
[X] 87/0298.A4/4.B4/ Faience jar w/lid [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0299.1/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0299.2/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0299.3/3 Faience bowl [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0300 White faience wall mount [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0304 Fine faience dish, company dishware [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0305 Blue porcelain saucer w/gilded decoration [X] A1 [ ] A2 [ ] B [ ] CV 40 000
Total value 4.340.000$
</TABLE>
<PAGE> 89
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A1 (139 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 87/0311 Newspaper: "Southampton Daily" [X] A1 [ ] A2 [ ] B [X] CV 100 000
[X] 87/0313 Cut crystal vase [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0314 Cut crystal carafe w/White Star Line flag [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0318 Blue porcelain plate w/gilded decoration/White [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 87/0319.A.B Blue porcelain cup and fragment of saucer w/ [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 87/0320 Cotton steward's shirt with the name "Broome" [X] A1 [ ] A2 [ ] B [ ] CV 100 000
[X] 87/0332.A Door of "Fire Resisting Safe, Thomas Perry & [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 93/0002 Bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0017 Demi tasse (small cup) [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 93/0030 Wrench [X] A1 [ ] A2 [ ] B [ ] CV 40 000
[X] 93/0032 Spittoon [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 93/0040 Small soupiere (tureen) [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 93/0041 Big oval platter [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0045 Champagne bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0054.1.2/2 One marble and half of a marble [X] A1 [ ] A2 [ ] B [ ] CV 30 000
[X] 93/0057.A Partition holder for flute [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 93/0082 Champagne bottle [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0096 Chamber pot [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 93/0104 Coffee cup [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0130 Small whistle [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 93/321.6/22 Sheet music "PUT YOUR ARMS AROUND ME [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 93/0327.A.B1-3/3 Glass hair tonic bottle and 3 labels [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/00192.A Cream jar [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0017.11/12 Silver plated fork [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0017.12/12 Silver plated fork [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0100 Megaphone [X] A1 [ ] A2 [ ] B [ ] CV 120 000
[X] 87/0292 Terracotta tile, "J.C. Edwards" [X] A1 [ ] A2 [ ] B [X] CV 20 000
[X] 87/0293.1.2 2 Ceramic tiles, "Villeroy et Bosh" [X] A1 [ ] A2 [ ] B [ ] CV 10 000
[X] 87/0291.1-5/5 5 Ceramic tiles, "Villeroy et Bosh" [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0294 Terracotta tile, "J.C. Edwards" [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 87/0312.1/7 1 Envelope for banknotes [X] A1 [ ] A2 [ ] B [ ] CV 20 000
[X] 94/0036.75/170 Coal [X] A1 [ ] A2 [ ] B [ ] CV 50 000
[X] 87/0308.1-3/11 3 Titanic purser tags [X] A1 [ ] A2 [ ] B [ ] CV 90 000
Total Value 4.340.000$
</TABLE>
<PAGE> 90
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A1 (139 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[X] 93/0195.1/2 1 Man's silk necktie [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 93/0291.A2.6/31 2 Postcards [X] A 1 [ ] A 2 [ ] B [ ] CV 5 000
[X] 87/0009.1-3/94 Egg plates [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
[X] 87/0019.A1.2/2.B1.2/6 Gillette razor blade boxes w/blades & wrappers [X] A 1 [ ] A 2 [ ] B [ ] CV 10 000
[X] 87/03.31.1.2/12 Flat plate and shallow soup plate [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0306.B1 Larger saucer w/applique decoration [X] A 1 [ ] A 2 [ ] B [ ] CV 20 000
[X] 87/0003.A.B1-20/ Chased silver box containing cuff links [X] A 1 [ ] A 2 [ ] B [ ] CV 30 000
Total value 4.340.000$
</TABLE>
<PAGE> 91
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A2 (52 numbers) SCHEDULE A2
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] 87/0001 Brown faience teapot [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0004 Back of Brush "Royal Ivoire France" [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0019.B3.66.C3.5/ Gillette razor blades & wrappers [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0024 Glass jar containing powder [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0031 Pipe with sculpted bowl [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0049.1.50/50 50 Bank notes [ ] A1 [X] A2 [ ] B [ ] CV 25 000
[ ] 87/0050.A Jewelry case [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0050.B Materials from interior of jewelry case [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0055 One collar button "18CT" [ ] A1 [X] A2 [ ] B [ ] CV 10 000
[ ] 87/0063 Brooch [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0072.1-7/7 7 Coins [ ] A1 [X] A2 [ ] B [ ] CV 35 000
[ ] 87/0079 Silk neckband with gems [ ] A1 [S] A2 [ ] B [ ] CV 30 000
[ ] 87/0086 Pearl necklace [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0102 Letters [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0106 Top to a jar of powder [ ] A1 [X] A2 [X] B [ ] CV 20 000
[ ] 87/0110 Copper soap box [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0112.B Spectacles [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0121 Leather case containing two instruments [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0126 Leather knife case and horn knife [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0150 Deck bench armrest [ ] A1 [X] A2 [ ] B [ ] CV 60 000
[ ] 87/0160 Nickel kettle [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[X] 87/0165 Navigational compass "Lord Kelvin"; along [ ] A1 [X] A2 [ ] B [ ] CV 130 000
[ ] 87/0184.D-G.1-0 Misc. parts to furnace inspection hole [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0203 Cigarette holder [ ] A1 [X] A2 [ ] B [ ] CV 20 000
[ ] 87/0204 Shoe brush [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0225 Wood and horn handle [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0233 Silverware dish [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0245.A.B Vaporizer [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0258 Clothes hook with three hooks [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0275.A-C Penholder, wooden pencil, paint brush [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0285 Wine bottle [ ] A1 [X] A2 [ ] B [ ] CV 30 000
[ ] 87/0302 Fine faience saucer with gilded edge [ ] A1 [X] A2 [ ] B [ ] CV 40 000
[ ] 87/0317.1.2/2 Two flat white faience plates, company [ ] A1 [X] A2 [ ] B [ ] CV 30 000
Total Value 1.720.000$
</TABLE>
<PAGE> 92
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste A2 (51 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[ ] 87/0322 Leather satchel [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[ ] 93/0021 Soup plate [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[ ] 93/0025 Fragment of ceramic floor tile [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[X] 93/0042 Small oval platter [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0047 Pair of rubber shoes [ ] A 1 [X] A 2 [ ] B [ ] CV 40 000
[X] 93/0102 Main whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50 000
[X] 93/0103 Small whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50 000
[X] 93/0112 Big whistle [ ] A 1 [X] A 2 [ ] B [ ] CV 50 000
[X] 93/0129.A-D Manifold for whistles [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0131 Window frame [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0147-A.B Pack of playing cards (A) in a cardboard box (B) [ ] A 1 [X] A 2 [ ] B [ ] CV 60 000
[X] 93/0305 Twenty-three envelopes, one containing a [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0306.A.B1-3/3 Booklet (A) and three cards slipped inside(B) [ ] A 1 [X] A 2 [ ] B [ ] CV 40 000
[X] 93/0312.A.B Date book [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0314 Glass plate [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
[X] 93/0315.1.2/2 Flyers [ ] A 1 [X] A 2 [ ] B [ ] CV 20 000
[X] 93/0316.1-3/3 Envelope with two papers inside [ ] A 1 [X] A 2 [ ] B [ ] CV 10 000
[X] 94/0027 Green glass bottle sealed w/cork [ ] A 1 [X] A 2 [ ] B [ ] CV 30 000
Total value 1.720.000$
</TABLE>
<PAGE> 93
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste B (83 numbers)
SCHEDULE "B"
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[ ] 87/0017.1-35.6.8 Silver plated forks [ ] A 1 [ ] A 2 [X] B [ ] CV 15 000
[ ] 87/0111 Shaving soap stick in a metal
"William Shaving [ ] A 1 [ ] A 2 [X] B [ ] CV 30 000
[ ] 87/0253 Element of pendulum clock [ ] A 1 [ ] A 2 [X] B [ ] CV 30 000
[ ] 87/0333 Stained glass window [ ] A 1 [ ] A 2 [X] B [ ] CV 80 000
[ ] 87/0336 Stained glass window [ ] A 1 [ ] A 2 [X] B [ ] CV 80 000
[X] 93/0011 Silver plated dish [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[ ] 93/0022 Coat hooks [ ] A 1 [ ] A 2 [X] B [ ] CV 30 000
[X] 93/0035 Cooking pot [ ] A 1 [ ] A 2 [X] B [ ] CV 30 000
[ ] 93/0052.A-D Ashtray with match box holder [ ] A 1 [ ] A 2 [X] B [ ] CV 30 000
[X] 93/0056.1.2/2 Two identical synthetic brushes [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[X] 93/0059.1A.B:2 Musical instruments (clarinets) [ ] A 1 [ ] A 2 [X] B [ ] CV 80 000
[X] 93/0061.1-3/3 Three animal pelts [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[ ] 93/0062 Leather case [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[X] 93/0065 Textile bag [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[X] 93/0132 Connecting rod [ ] A 1 [ ] A 2 [X] B [ ] CV 140 000
[ ] 93/0155.A.B Tool handle w/leather sheath [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0156 Tool handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0158.A.B Stamp [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0160.A.B. Medal with leather strap [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[ ] 93/0161 Four pieces of quartz [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0162 Animal remains [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0163 Snake skin (?) wrapped in paper [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0164 Crumbled paper w/fragment of shell & animal [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[X] 93/0226 Leather case containing a spirit level [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[X] 93/0227 Leather pouch containing tools [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[ ] 93/0235.1.2/2 Two wooden objects [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0238 Rubber band [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0240 Tool handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0244 Tool handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0245 Tool (knife ?) handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0248 Wooden stick [ ] A 1 [ ] A 2 [X] B [ ] CV 20 000
[ ] 93/0249 Tool handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
[ ] 93/0250 Tool handle [ ] A 1 [ ] A 2 [X] B [ ] CV 10 000
Total value 2.630.000$
</TABLE>
<PAGE> 94
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste B (83 numbers)
- ----------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B: Objects deliver to Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
[ ] 93/0251 Tool handle [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0252.1.2/2 Two tool handles [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 93/0255.1.2/2 Two belt buckles [ ] A1 [ ] A2 [X] B [ ] CV 25 000
[X] 93/0273 Alligator skin wallet [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0274 Alligator skin tag [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0278 Two postage stamps [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0279.1-15/15 Howard A. Irwin's calling cards [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0280 Calling card of Miss Florence Hawthorn [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0281 Calling card of Samuel L. Kistler, M.D. [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0282.1.2/2 Calling cards of MISS STELA COBO [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0288 Gold pen [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0300 Rolled ribbon of paper [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 93/0301 "Webster" dictionary [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0302.1-16/16 Stack of paper tied w/string (racetrack booklet [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0303 Stack of postcards tied w/string [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0304 "The New South Wales Coachmaker's Journal" [ ] A1 [ ] A2 [X] B [ ] CV 70 000
[X] 93/0307.A.B1-4/4 Paper folded around small, unidentified object [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0308.1-4/4 Four rolls of paper [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0309 Folded piece of Sydney newspaper [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 93/0310 Booklet titled "BOOKS" [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0313.1-16/16 "Kodaks" envelope (1) with 15 envelopes inside [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 93/0317.A.B (A) Address book (?); (B) cover; (C) newspaper [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0318 Booklet [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0319.1-8/8 Envelope w/papers [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0321.1-5.7-22/ Sheet music [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 93/0322.1-2/2 ?? Miscellaneous papers [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 93/0323.1-14/14 Coins [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0007 Stained glass window [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0010 Ornamental window frame [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[X] 94/0105 Olive jar [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0132 Figurine of Dutch boy w/wooden shoe [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[X] 94/0166 Binoculars [ ] A1 [ ] A2 [X] B [ ] CV 60 000
[ ] 94/0227 Drinking glass [ ] A1 [ ] A2 [X] B [ ] CV 20 000
Total value 2.630.000$
</TABLE>
<PAGE> 95
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS
Liste B (83 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[X] 94/0240 Bollards [ ] A1 [ ] A2 [X] B [ ] CV 250 000
[X] 94/0243.1.2/2 Two mugs w/gold trim [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0244 Logometer [ ] A1 [ ] A2 [X] B [ ] CV 40 000
[ ] 94/0247 Ceramic jar [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 94/0248.1-3/3 Three mugs w/White Star Line logo [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[X] 94/0250 Cut crystal decanter [ ] A1 [ ] A2 [X] B [ ] CV 30 000
[ ] 94/0251 Decorative tiles [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[ ] 94/0266 Green glass bottle [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0268 Sink [ ] A1 [ ] A2 [X] B [ ] CV 50 000
[ ] 94/0275 Ceramic insulator [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[ ] 94/0284 Section of concrete [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0285 "ELCAYA" beauty cream jar [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0288 Tobacco pouch [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0293 Sections of Veranda Cafe window [ ] A1 [ ] A2 [X] B [ ] CV 70 000
[X] 94/0308 Small crystal decanter w/WSL logo [ ] A1 [ ] A2 [X] B [ ] CV 20 000
[X] 94/0317 Large iron wrench [ ] A1 [ ] A2 [X] B [ ] CV 10 000
[X] 94/0421 Arch to Veranda Cafe window [ ] A1 [ ] A2 [X] B [ ] CV 70 000
Total Value 2.630.000$
</TABLE>
<PAGE> 96
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
Exhibition MEMPHIS SCHEDULE CV
Liste CV (45 numbers)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] 87/0010 Faucets, "Hot" and "Cold" [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0023 Hairpin for chignon, decorated w/Chinese [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0025 Gold knife chain and case [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[ ] 87/0045 Brooch mounted with gems and pearls [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0046 Pendant and chain of chased silver with gems [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0047 Gold and silver wrist chain. "Amy" in gems [ ] A1 [ ] A2 [ ] B [X] CV 60 000
[ ] 87/0051 Silver plated pocket watch, with guilloche cover [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0053 Tie pin decorated with gems [ ] A1 [ ] A2 [ ] B [X] CV 25 000
[ ] 87/0056 Gold earring [ ] A1 [ ] A2 [ ] B [X] CV 25 000
[ ] 87/0059 Heart shaped gold pendant "1OCT 4543" [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0064 Gold ring with gems [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0071 Knot shaped brooch, "14K" pendant, with two [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0074 Necklace of gold nuggets [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0075 Gold ring with gems [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0076 Silver ring with three gems (diamonds?) [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0082 Heart shaped pendant with clasp, on gold chain [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0083 Box of Gillette razor blades [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[ ] 87/0085 Pendant box on gold chain [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0088 Set of two gold tie pins (cuff links?) with [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0094 Silver jewelry box [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0096 Silver mesh bag [ ] A1 [ ] A2 [ ] B [X] CV 60 000
[ ] 87/0097.B.D. Customs coupon: Oriental Hotel letter: envelope [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0099 Chain with charms [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0134.B5/6 Business card [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0134.B6/6 Business card [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0134.D Commercial Travellers ticket [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[ ] 87/0164.2/4 Faience sink [ ] A1 [ ] A2 [ ] B [X] CV 50 000
[ ] 87/0171 Faucet w/fragment of marble [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/0201.1/2 One glass bottleneck from a set of two [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[ ] 87/0206 Handle of a razor [ ] A1 [ ] A2 [ ] B [X] CV 5 000
[ ] 87/0224 Natural toiletry sponge [ ] A1 [ ] A2 [ ] B [X] CV 5 000
[ ] 87/0272 Shoe brush [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 87/029K.A2/4 Faience jar without his hd 87/029D.82/4 [ ] A1 [ ] A2 [ ] B [X] CV 10 000
Total Value 1.310.000$
</TABLE>
<PAGE> 97
Atelier LP3 CONSERVATION 8 rue des Tanneries 21140 SEMUR EN AUXOIS FRANCE
EXHIBITION MEMPHIS
LISTE CV (45 NUMBERS)
- --------------------------------------------------------------------------------
A1: Objects deliver in Semur to the City before the end of September 96
A2: Objects deliver in Semur to the City before the end of December 96
B : Objects deliver in Semur to the City before March 1st
CV: Objects in exhibition on the Cruise Vessel, deliver to the City before
December 96
[X]: Objects which cannot be change by mutual agreement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
No. Inv. Object Value $
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] 87/0308.4/11 1 Titanic purser tags [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0308.5/11 1 Titanic purser tags [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 87/0316 Cut crystal hors d'oeurve dish with company [ ] A1 [ ] A2 [ ] B [X] CV 40 000
[ ] 87/0330 White frience pot with floral decoration marked [ ] A1 [ ] A2 [ ] B [X] CV 30 000
[ ] 93/0005 Plate w/blue design [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 93/0008 Top of a toothpaste jar [ ] A1 [ ] A2 [ ] B [X] CV 25 000
[X] 93/0016 Glass candy dish [ ] A1 [ ] A2 [ ] B [X] CV 10 000
[ ] 93/0031 Assiette en porcelaine (porcelain plate) [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 93/0033 Spittoon [ ] A1 [ ] A2 [X] B [X] CV 50 000
[ ] 93/0089 Crystal decanter [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 93/0113 Cut crystal carafe w/White Star Line flag [ ] A1 [ ] A2 [ ] B [X] CV 20 000
[ ] 93/0224 Textile tool kit [ ] A1 [ ] A2 [ ] B [X] CV 20 000
Total Value 1.310.000$
</TABLE>
<PAGE> 98
SCHEDULE "C"
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 1
SECTION SECTION TITLE Lobby
DESCRIPTION Object Titanic photo mural CITATION PAGE
LOCATION AND CONTACT:
Eaton or Haas for rigging plan. Tom McCluskie at Harland and Wolff if you wish
to work from a larger scale plan.
STATUS/SUGGESTION:
We proposed use of our rigging plan to be blown up. We haven't heard anything
further on this suggestion. The use of the rigging plan is again offered. If
plans now call for a photograph, which one?
- --------------------------------------------------------------------------------
SECTION SECTION TITLE Lobby
DESCRIPTION Photo White Star Logo CITATION PAGE
LOCATION AND CONTACT:
Haas and Eaton can easily provide from WSL stationery or other source.
STATUS/SUGGESTION:
Please advise of your specific need. Can send it to you as scanned into
computer -- advise proper Macintosh format (TIFF, EPS, PICT), size, color model
(CYMK or RGB), etc.
- --------------------------------------------------------------------------------
SECTION 101 SECTION TITLE Ship's Hull
DESCRIPTION Photo Exterior photograph of hull in CITATION Lynch PAGE 6-7
LOCATION AND CONTACT:
Haas & Eaton Roll 14, #15 (without anchor) = CD 0015 #084
Haas & Eaton Roll 14, #16 (with anchor) = CD 0141 #007
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo J. Bruce Ismay CITATION Lynch PAGE 16
LOCATION AND CONTACT:
Eaton & Haas, Roll 46, Exp. 15
Eaton & Haas, CD 0141 #072 or 0905 #040
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 101 SECTION TITLE Ship's Hull
DESCRIPTION Photo Propeller Installation CITATION Eaton & Haas PAGE 40
LOCATION AND CONTACT:
Haas & Eaton, Roll 24, Exp. 1 = CD 0924 #059
STATUS/SUGGESTION:
It must be made clear in legend that this photo depicts Olympic.
- --------------------------------------------------------------------------------
SECTION 101 SECTION TITLE Ship's Hull
DESCRIPTION Photo Shipbuilder's CITATION Lynch PAGE 25
LOCATION AND CONTACT:
Haas & Eaton, Roll 14, Exp. 6 = CD 0911 #002
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
Initials: /s/ /s/ /s/
------------ ------------- -------------
RMS PIM Memphis
<PAGE> 99
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 2
SECTION 101 SECTION TITLE Ship's Hull
DESCRIPTION Photo Horses pulling anchor CITATION Lynch PAGE 21
LOCATION AND CONTACT:
Eaton & Haas, Roll 23, Exp. 11 = CD 0909 #047
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo H&W Elevated drawing of ship CITATION PAGE
LOCATION AND CONTACT:
Use Haas or Eaton's rigging plan, or cutaway view found in endpapers of Triumph
and Tragedy (we have a "flat" copy)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo Morgan CITATION Lynch PAGE 16
LOCATION AND CONTACT:
Haas & Eaton, Roll 42, Exp. 30 = CD 0905 #049
STATUS/SUGGESTION:
Slightly different from "Lynch" view. Oval frame; will require cropping
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Object White Star Line Passenger List CITATION Lynch PAGE 16
LOCATION AND CONTACT:
Haas
STATUS/SUGGESTION:
Charlie has one of a similar pattern in his collection. You can borrow actual
object, or photograph it as you prefer. (This one is not from Titanic; there is
no evidence that pattern in Lynch is from Titanic, either.)
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo Olympic launch brochure CITATION Lynch PAGE 22
LOCATION AND CONTACT:
???
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo White Star Line postcard CITATION Eaton and Haas PAGE 37
LOCATION AND CONTACT:
Eaton and Haas, Roll 27 Exp. 23 and Roll 27 Exp. 24 =
CD
STATUS/SUGGESTION:
Original in Eaton collection
- --------------------------------------------------------------------------------
<PAGE> 100
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 3
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo White Star Line sailing schedule CITATION Eaton and Haas
PAGE 37
LOCATION AND CONTACT:
Eaton and Haas, Roll 27 Exp. 24
STATUS/SUGGESTION:
Original in Haas collection
- -------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo Titanic Soap Ad CITATION Eaton and Haas
PAGE 38
LOCATION AND CONTACT:
Eaton and Haas Roll 10 #30 = CD 0917 #088
STATUS/SUGGESTION:
Original print in Eaton collection
- -------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Object White Star posters or other CITATION PAGE
LOCATION AND CONTACT:
Merseyside Maritime Museum (Liverpool) book shop (repros of
WSL poster) Haas (repro of 3rd class advertisement poster)
STATUS/SUGGESTION:
Richard Faber (212) 226-7353 or Ken Schultz (201) 658-0968
might know whereabouts of originals (both are memorabilia dealers)
- -------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo Newspaper ads CITATION PAGE
LOCATION AND CONTACT:
Library of Congress, James Madison Building, Washington, DC
Newspaper Library, Colindale, London, England
STATUS/SUGGESTION:
reproduce WSL ads from U.S. or British papers featuring Titanic's
impending departure
- -------------------------------------------------------------------------------
SECTION 102 SECTION TITLE Origins
DESCRIPTION Photo Ship tins, collectible CITATION PAGE
LOCATION AND CONTACT:
Robert Forrest collection, 165 E. 35th Street, New York, NY
10016-4180 Tel. (212) 689-1763
STATUS/SUGGESTION:
Photo of object = Eaton and Haas Roll 48 Exp. 27, 28 = CD 0904
#105 and 0904 #085
- -------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Harland CITATION Eaton and Haas PAGE 18
LOCATION AND CONTACT:
Eaton and Haas Roll 46, Exp. 20 = CD 0904 #031
Status/Suggestion:
- -------------------------------------------------------------------------------
<PAGE> 101
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 4
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Wolff CITATION Eaton and Haas PAGE 18
LOCATION AND CONTACT:
Eaton and Haas Roll 48, Exp. 19=CD 0904 #030
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Carlisle CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas, Roll 27, Exp. 6=CD 0909 #050
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Roderick Chisholm CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas, Roll 25, Exp. 32=CD 0824 #095
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Axel Welin CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas Roll 32, Exp. 14=CD 0908 #095
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Thomas Andrews CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas, Roll 03, Exp. 34=CD 2609 #094
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Harland and Wolff CITATION Lynch PAGE 21
drafting room
LOCATION AND CONTACT:
Eaton and Haas, Roll 41, Exp. 18=CD 0905 #017
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 102
Memphis supplemental object list -- Page 6
<TABLE>
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Harland and Wolff employees Citation Lynch Page 21
Location and Contact:
Eaton and Haas Roll C5, Exp. 30 = CD 0925 #055
Status/Suggestion:
- -------------------------------------------------------------------------------------------------------
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Lifeboats Citation Eaton and Haas Page 41
Location and Contact:
Eaton?
Original source = Belfast Telegraph
Status/Suggestion:
- -------------------------------------------------------------------------------------------------------
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Ship in drydock next to Olympic Citation Lynch Page 21
Location and Contact:
Eaton and Haas Roll 01 Exp. 10, Roll 01. Exp. 11 =
CD 2609 #09 and 2609 #010, respectively
Status/Suggestion:
similar to view in Lynch
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Street view of dockyard Citation Lynch Page 14-15
Location and Contact:
Cork Examiner, 95 Patrick Street, Cork, Ireland
Status/Suggestion:
Eaton and Haas Roll 49, Exp. 34 = CD 0902 #003 is similar
but without people.
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Hull under construction Citation Lynch Page 21
Location and Contact:
Status/Suggestion:
similar view Eaton and Haas Roll 01, Exp. 01 = CD 2609 #001
- --------------------------------------------------------------------------------------------------------
<CAPTION>
Section 103 Section Title Design and Construction
<S> <C> <C>
Description Photo Titanic in graving dock Citation Lynch Page 25
Location and Contact:
Eaton and Haas Roll 44 Exp. 4 = CD 0905 #089
Status/Suggestion:
- --------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 103
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 6
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Reciprocating engine CITATION Eaton and Haas Page 35
LOCATION AND CONTACT:
Eaton and Haas Roll 14 Exp. 17 = CD 0141 #008
STATUS / SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Photo Diagram of cross section of ship CITATION Page
LOCATION AND CONTACT:
Eaton and Haas Roll 24, Exp. 36
STATUS / SUGGESTION:
Shoot from "Story of the Titanic as Told by its Survivors", page 47
Not under copyright
- -------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Welin davit ad CITATION Eaton and Haas Page 41
LOCATION AND CONTACT:
Ad in "The Shipbuilder" (Eaton collection)
Photo = Eaton and Haas Roll 46, Exp. 21 = CD 0904 #032
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Lifeboat drawing CITATION Eaton and Haas Page 41
LOCATION AND CONTACT:
National Archives. May be at New York Branch (Varick Street) or at main
branch in Washington, DC
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Original blueprints CITATION Page
LOCATION AND CONTACT:
Tom McCluskie, Harland and Wolff Technical Services, Queens Island, Belfast
Michael McCaughan, Ulster Folk & Transport Museum, Holywood, N.I.
STATUS / SUGGESTION:
McCluskie approach may require Tulloch assistance to liberate from the "secret
closet."
- -------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Period drafting tools, slide rule CITATION Page
LOCATION AND CONTACT:
Tom McCluskie, Harland and Wolff Technical Services, Queens Island, Belfast
Michael McCaughan, Ulster Folk & Transport Museum, Holywood, N.I.
STATUS / SUGGESTION:
- ------------------------------------------------------------------------------
<PAGE> 104
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 7
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Period reference books CITATION Page
LOCATION AND CONTACT:
Tom McCluskie, Harland and Wolff Technical Services, Queens Island, Belfast
Michael McCaughan, Ulster Folk & Transport Museum, Holywood, N.Ireland
STATUS / SUGGESTION:
The Ulster Folk & Transport Museum has displays of tools used in N. Ireland at
this time. Perhaps they have some not on display that could be lent.
- --------------------------------------------------------------------------------
SECTION 103 SECTION TITLE Design and Construction
DESCRIPTION Object Period glasses, watch CITATION Page
LOCATION AND CONTACT:
???
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Crowd watching launch CITATION Lynch Page 23
LOCATION AND CONTACT:
Eaton & Haas Roll 23, Exp. 01 = CD 0924 #048
STATUS / SUGGESTION:
This photo may still be under copyright especially in Britain. While Eaton and
Haas received permission from THS to publish it, it's highly doubtful anyone
can obtain address of photo's donor from them for this exhibition. Suggest
choosing another view.
- -------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Crowd next to ship CITATION Eaton and Haas Page 27
LOCATION AND CONTACT:
Eaton & Haas Roll 23, Exp. 04 = CD 0924 #028
STATUS / SUGGESTION:
This photo may still be under copyright especially in Britain. While Eaton and
Haas received permission from THS to publish it, it's highly doubtful anyone
can obtain address of photo's donor from them for this exhibition. Suggest
choosing another view.
- -------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Launch CITATION Lynch Page 23
LOCATION AND CONTACT:
Eaton & Haas Roll 23, Exp. 25 = CD 0141 #028
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Titanic under power CITATION Eaton and Haas Page 50
LOCATION AND CONTACT:
Eaton & Haas Roll 01, Exp. 20 = CD 0141 #016
STATUS / SUGGESTION:
- ------------------------------------------------------------------------------
<PAGE> 105
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 8
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Street in Northam, Southampton CITATION Eaton & Haas PAGE 53
LOCATION AND CONTACT:
Eaton & Haas may be able to locate print or copy from "T: T&T"
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Titanic on Good Friday CITATION Eaton & Haas PAGE 59
LOCATION AND CONTACT:
Eaton & Haas Roll 47 Exp.02 = CD 0905 #132
STATUS/SUGGESTION:
Original source was Peter Boyd-Smith at Cobwebs, but likely not under copyright
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Captain Smith CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas have about six different photo views-+-a sketch done early in his
career.
STATUS/SUGGESTION:
Advise specific needs; find photo in OUR book that you like. The view on p. 105
won't be available (a Father Browne picture). Current owner of photo, Society of
Jesuits, refused to assist Norfolk, citing potential controversy. (E&H has neg
if perm.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Bride and Phillips CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas have about five different views of Bride and one or two of
Phillips.
STATUS/SUGGESTION:
Advise specific needs; find photo in OUR book that you like. The view on p. 63
won't be available (a Father Browne picture) unless permission is obtained.
Current owner of photo, Society of Jesuits, refused to assist Norfolk citing
potential
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Crew Members CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas have several "panels" of postage-stamp-sized pix of crew, from
which pages early in our book were done.
STATUS/SUGGESTION:
Advise specific needs; find photos in OUR book that you like.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Titanic special (train) CITATION Eaton & Haas PAGE 83
LOCATION AND CONTACT:
A Father Browne photograph. Current owner of photo, Society of Jesuits, refused
to assist Norfolk, citing potential controversy.
STATUS/SUGGESTION:
Doubtful we can obtain an OK to run this pix at exhibition. If you can obtain
permission, Eaton and Haas Roll 40, Exp. 05 (CD 0905 #002) has the image. Jack
has color postcard of train type
- --------------------------------------------------------------------------------
<PAGE> 106
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 9
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Titanic in Southampton CITATION Lynch PAGE 31
LOCATION AND CONTACT:
A Father Browne photograph. Current owner of photo, Society of Jesuits refused
to assist Norfolk, citing potential controversy.
STATUS/SUGGESTION:
Doubtful we can obtain an OK to run this pix at exhibition. If you can obtain
permission, Eaton and Haas Roll 40, Exp. 08 (CD 0905 #004) has the image.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Titanic pulled from dock CITATION Lynch PAGE 32
LOCATION AND CONTACT:
Eaton & Haas Roll 47, Exp. 13 = CD 0904 #052
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo White Star Cherbourg station (sic) CITATION Lynch PAGE 37
LOCATION AND CONTACT:
If you need views of Cherbourg Eaton/Haas have several nice ones on 1912
postcards. If you want this photo note it shows QUEENSTOWN AFTER the disaster
(half-mast flags)!
STATUS/SUGGESTION:
Note this is QUEENSTOWN not Cherbourg. A Father Browne view. If you want this
view, doubtful we can obtain an OK to run this pix at exhibition. If you can
obtain permission, Eaton and Haas Roll 40, Exp. 30 (CD 0906 #117) has the image.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Tender next to Titanic CITATION Lynch PAGE 38
LOCATION AND CONTACT:
Cork Examiner, 95 Patrick Street, Cork, Rep. of Ireland
STATUS/SUGGESTION:
Eaton & Haas may have print.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Odell story pictures CITATION Lynch PAGE 42-43
LOCATION AND CONTACT:
Current owner Jeremy Nightengale, U.K.
STATUS/SUGGESTION:
Suggest attempting to contact him through Philip Croucher, Lymeswold Cottage,
Lymore Lane, Milford-on-Sea. Lymington, Harts SO41 OTX telephone
###-##-#### 644389
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Photo Loading mail on Qtown tender CITATION Eaton & Haas PAGE 103
LOCATION AND CONTACT:
Cork Examiner, 95 Patrick Street, Dublin
STATUS/SUGGESTION:
Eaton/Haas may have print.
- --------------------------------------------------------------------------------
<PAGE> 107
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 10
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Whistle ad CITATION Eaton and Haas PAGE 35
LOCATION AND CONTACT:
Original in "Shipping World" of 1912. Citation upon request. Original may be in
collection of Joseph Colossa in Connecticut.
STATUS/SUGGESTION:
Eaton and Haas have print only of this ad. If you need original we can contact
J. Colossa for you.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Titanic launch ticket CITATION Lynch PAGE 23
LOCATION AND CONTACT:
Ulster Folk and Transport Museum collection
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Menu for launch CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas have xerox only of menu. Original owner now deceased, menu
whereabouts not known.
STATUS/SUGGESTION:
Copy from "T: T&T".
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Crew sign-on lists CITATION Eaton & Haas PAGE 64-65
LOCATION AND CONTACT:
Public Record Office, Ruskin Avenue, Kew, Richmond, Surrey TW9 4DU England
Tel. 011-44-181-876-3444, document #BT 100/259.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Deserted crew list CITATION Eaton & Haas PAGE 85
LOCATION AND CONTACT:
Public Record Office, Ruskin Avenue, Kew, Richmond, Surrey TW9 4DU England
Tel. 011-44-181-876-3444. document #BT 100/259
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Crew muster CITATION Eaton & Haas PAGE 80
LOCATION AND CONTACT:
Public Record Office, Ruskin Avenue, Kew, Richmond, Surrey TW9 4DU England
Tel. 011-44-181-876-3444. document #MT15/142/M13505
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 108
MEMPHIS SUPPLEMENTAL OBJECT LIST - PAGE 11
SECTION 104 SECTION TITLE Departure
DESCRIPTION OBJECT Cargo diagram CITATION Eaton & Haas PAGE 84-85
LOCATION AND CONTACT:
National Archives, Washington, DC. We don't have a more specific location; when
we copied it, it was at New York Branch of Archives but apparently has been
moved since.
STATUS / SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Passenger list of those on board CITATION PAGE
LOCATION AND CONTACT:
To the best of our knowledge, only reproductions would be available. There's
an original in THS collection.
STATUS / SUGGESTION:
Might try Southampton City Museums, Southampton, England, Nigel Overton was
Overton was director last we knew.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Passenger list of cancellations CITATION PAGE
LOCATION AND CONTACT:
Does not exist. Eaton has a list he has compiled from diverse sources.
STATUS / SUGGESTION:
Omit
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Contract, Luggage, CITATION Eaton & Haas PAGE 81-83
other tickets
LOCATION AND CONTACT:
National Archives, Washington, DC. We don't have a more specific location; when
we copied it, it was at New York Branch of Archives but apparently has been
moved since.
STATUS / SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object "Other departure documents" CITATION PAGE
LOCATION AND CONTACT:
Public Record Office, Ruskin Avenue, Kew, Richmond, Surrey TW9 4DU England
Tel. 011-44-181-878-3444
STATUS / SUGGESTION:
Consult "Titanic: Triumph and Tragedy". All captions contain document number
citations. Specify what's needed when contacting PRO.
- --------------------------------------------------------------------------------
SECTION 104 SECTION TITLE Departure
DESCRIPTION Object Luggage tag CITATION Lynch PAGE 1
LOCATION AND CONTACT:
Eaton has TAG (attached with string) from same period. Haas has 1st class
STICKER but it's been glued by former owner to scrapbook page.
STATUS / SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 109
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 12
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo "Photos of passengers for stories" CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas have some. The best source is their friend Michael Findlay, 108
Webster Ave., Paterson, NJ. Tel. (201) 742-8747. He has hundreds.
STATUS / SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Grand staircase CITATION Lynch PAGE 52 top
LOCATION AND CONTACT:
Ulster Folk and Transport Museum, Holywood, Co. Down. It appears #H1578 from
its printed description would be correct.
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Grand staircase CITATION Lynch PAGE 52 L.L.
LOCATION AND CONTACT:
Eaton & Haas Roll #49 Exp. 05 (CD 0141 #089) or Roll #09 Exp. 27
(CD 0917 #032)
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Staircase CITATION Lynch PAGE 52 b.r.
LOCATION AND CONTACT:
Ulster Folk and Transport Museum, Holywood, Co. Down. It appears #H1597 from
its printed description would be correct.
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Reception room CITATION Lynch PAGE 53
LOCATION AND CONTACT:
Eaton & Haas Roll 49 #20 (CD 0141 #086) is clearer, lighter but doesn't show
stairs. We also have a color image of this room (artist rendering) and b&w
artist's rendering.
STATUS / SUGGESTION:
- -------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Olympic lounge CITATION Lynch PAGE 46
LOCATION AND CONTACT:
Eaton & Haas Roll 49 exp. 19 (CD 0141 #085) or Roll 13 #16 (CD 0915 #066)
STATUS / SUGGESTION:
- ------------------------------------------------------------------------------
<PAGE> 110
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 13
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Dining saloon CITATION Lynch PAGE 54 T.L.
LOCATION AND CONTACT:
Eaton & Haas have fuzzy (from newspaper) photo supposedly taken on board
Titanic (Roll 24, Exp. 05, CD 0141 #037)
STATUS/SUGGESTION:
Use Ulster Folk and Transport Museum views H1544 or H1545
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Dining saloon CITATION Lynch PAGE 54rm
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Use Ulster Folk and Transport Museum views H1544 or H1545
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Reception room CITATION Lynch PAGE 55
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Eaton & Haas Roll 49 #20 (CD 0141 #086)
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Verandah cafe CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas Roll 12, Exp. 08 (CD 0915 #047)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Reading and writing room CITATION Lynch PAGE
LOCATION AND CONTACT:
Eaton & Haas roll 13 Exp. 15 (CD 0915 #065) different view
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo CITATION Eaton & PAGE 127
Haas
LOCATION AND CONTACT:
Eaton & Haas Roll 10, Exp. 18 CD 0917-#101
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 111
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 14
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Photo Smoking room CITATION Lynch PAGE 83
LOCATION AND CONTACT:
Ulster Folk and Transport Museum. Image = H1548 or H1649A.
STATUS/SUGGESTION:
See also Eaton & Haas p. 134 = Roll 17, #18 (CD 0911 #053)
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Object Chandelier CITATION PAGE
LOCATION AND CONTACT:
We don't know what you mean by this. Candelabra * after grand staircase?
STATUS/SUGGESTION:
We can ask several memorabilia dealers if they know of one if you wish. There
likely would be some in England after the auction of Olympic's fittings but
specifics are lacking
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Object Original color renderings of rooms CITATION PAGE
LOCATION AND CONTACT:
Harland and Wolff, Belfast has original drawings in color, approx. 2 doz. in
number. Having never seen them we don't know if they're "new" or the images used
in slide set below.
STATUS/SUGGESTION:
Eaton and Haas have set of 11 interiors and 1 exterior color slides. All are
first class from Olympic. The color renderings in Lynch are from the same
source. To obtain H&W originals, get contact from George Tulloch.
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Object Dining saloon menu CITATION PAGE
LOCATION AND CONTACT:
Jack has good color repro of April 14 luncheon menu. Originals may be in
collections of individuals listed below.
STATUS/SUGGESTION:
Try Robert Forbes (c/o Forbes Mag., 60 5th Ave., NYC 10011-8862 tel.
212-620-2200); Stanley Lehrer (82 Shelbourne La. New Hyde Pk. NY 11040-1044 tel.
518-689-1763) or Robt Forrest, 165 E. 35th St., New York City 10018-4180. Tel.
(212) 889-1763
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Luxury
DESCRIPTION Object "Ship activity announcements" CITATION PAGE
LOCATION AND CONTACT:
There were no such things
STATUS/SUGGESTION:
Delete
- --------------------------------------------------------------------------------
SECTION 105 SECTION TITLE Accommodations
DESCRIPTION Photo Exterior view of deck CITATION Lynch PAGE 39BL
LOCATION AND CONTACT:
A Fatner Browne photograph. Current owner of photo, Society of Jesuits, c/o
Father O'Donnell, Gonzaga College, Dublin, refused to assist Norfolk, citing
potential controversy.
STATUS/SUGGESTION:
Doubtful permission can be obtained. If it can be, Eaton & Haas Roll 40, Exp.
24 (CD 0141 #087) is the view indicated.
- --------------------------------------------------------------------------------
<PAGE> 112
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 15
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Exterior view of deck CITATION Lynch PAGE 39BR
LOCATION AND CONTACT:
Cork Examiner photo. Eaton & Haas Roll 44 Exp. 12 = CD 0904 #103
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Exterior view of deck CITATION Lynch PAGE 103
LOCATION AND CONTACT:
Eaton & Haas Roll 46 Exp. 24 = CD 0141 #075 (Cork Examiner photo)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Exterior view of deck CITATION Eaton & Haas PAGE 98TR
LOCATION AND CONTACT:
Father Browne photo. Doubtful permission can be obtained from Father O'Donnell,
S.J., Gonzaga College, Dublin
STATUS/SUGGESTION:
If permission can be obtained, Eaton & Haas Roll 40, Exp. 26 = CD 0141 #057 is
the image in question.
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Several staterooms, all decks CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas have approx. 22 first- and second-class cabins in their photo
collection. Most are of Olympic. Can supply a White Star third class cabin of
the period (from E = Four) class. Cannot locate any 3rd class stateroom views.
STATUS/SUGGESTION:
Advise of your needs using "Triumph and Tragedy" citations.
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo First class parlour suite CITATION Lynch PAGE 57
LOCATION AND CONTACT:
Eaton & Haas Roll 1. Exp. 12, 14, 15 and Roll 10, Exp. 5, 6, 12 (Corresponding
CD#'s available)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Turkish bath CITATION Lynch PAGE 60TL
LOCATION AND CONTACT:
This exact view from illustrated London News. Eaton/Haas has similar view of
Olympic (p. 125 of T:T&T) which is their roll 13 Exp. 21 = CD 0815 #068
STATUS/SUGGESTION:
If you wish Titanic, contact Illustrated London News in London. If Olympic will
suffice, Eaton & Haas can provide
- --------------------------------------------------------------------------------
<PAGE> 113
Memphis supplemental object list -- Page 18
Section 106 Section Title Accommodations
Description Photo Citation Lynch Page 60-61
Location and Contact:
Appears to be a Brown Brothers photo.
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 106 Section Title Accommodations
Description Photo Swimming bath Citation Lynch Page 61TR
Location and Contact:
E&H have rendering of Olym/Titanic bath (Roll 09 Exp. 34 = CD 0917 #04 and a
photo of Olympic's taken by Father Browne (Roll 38 Exp. 27 = CD 0906 #057)
Haas also has a photo (in WSL broch.) of O's pool, but it would have to be
shot from brochure.
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 106 Section Title Accommodations
Description Photo Barber shop Citation Lynch Page 62
Location and Contact:
Orig. photo in collection of National Maritime Museum, Greenwich. Eaton &
Haas Roll 24, Exp. 27 = CD 0141 #047
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 106 Section Title Accommodations
Description Photo Woman on bicycle Citation Lynch Page 33TL
Location and Contact:
Illustrated London News had org. photo = Eaton & Haas Roll 3, Exp. 04 =
CD 2609 #067. We also have another woman, identified as a Titanic stewardess,
on bike = Roll 12. Exp. 07 = CD 0915 #040
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 106 Section Title Accommodations
Description Photo Gymnasium Citation Lynch Page 134B
Location and Contact:
Father Browne photograph. Permission to be obtained (not likely, though) from
Father O'Donnell, Gonzaga College, Dublin. If permission is granted, Eaton &
Haas Roll 40 Exp. 21 = CD 0141 #064
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 106 Section Title Accommodations
Description Photo [Second class] dining saloon
Citation Lynch Page 64R
Location and Contact:
Eaton & Haas Roll 24 Exp. 21 (CD 0141-049) shows room without people. Also
have it as artist's rendering (Roll 10 Exp. 17 = CD 0917 #075)
Status / Suggestion:
- --------------------------------------------------------------------------------
<PAGE> 114
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 17
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo [Second class] lounge CITATION Lynch 65 PAGE
LOCATION AND CONTACT:
Eaton & Haas Roll 24 Exp. 28=CD 0141 #048
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Photo Third class dining saloon CITATION Lynch PAGE 67T
LOCATION AND CONTACT:
National Maritime Museum, Eaton & Haas Roll 24 Exp. 18=CD 0141 #042
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Object Third class "menu" CITATION Eaton & Haas PAGE 116 BL
LOCATION AND CONTACT:
Smithsonian Institution, National Museum of American History, Department of
Transportation, Cropley Collection. Note that this is not an actual menu, but
a compilation of several menus. It is pasted in a scrapbook.
STATUS/SUGGESTION:
There's no "object" here--it would be a photo. Can be copied from T:T&T
assuming Smithsonian says it's OK. Eaton and Haas may still have the xerox from
which the illustration on p. 116 was printed.
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Object Original color renderings of rooms CITATION PAGE
LOCATION AND CONTACT:
Harland and Wolff have 20+/- original renderings. They have never been made
public. We do have some (about 11 interior) views on slides, taken from 1912
Harland and Wolff brochure. It's possible these views are the same as the H&W
"hidden" drawings.
STATUS/SUGGESTION:
Ask George Tulloch to contact H&W about possible loan of these drawings. They'd
be spectacular to see (We've never seen them!)
- --------------------------------------------------------------------------------
SECTION 106 SECTION TITLE Accommodations
DESCRIPTION Object Turkish bath ticket CITATION Lynch PAGE 60B
LOCATION AND CONTACT:
Original is owned by a George Beha, outspokenly opposed to salvage, recovery,
etc.
STATUS/SUGGESTION:
Try Robert Forbes (c/o Forbes Mag., 60 5th Ave., NYC 10011-8882 tel.
212-620-2200); Stanley Lehrer (62 Shelbourne La., New Hyde Pk, NY 11040-1044
tel. 516-689-1763) or Robt Forrest, 185 E. 35th St, New York City 10016-4180.
Tel. (212) 689-1763
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo 1912 illustration of ice field CITATION Lynch PAGE 93
LOCATION AND CONTACT:
This particular photo from Illustrated London News. Eaton & Haas may have
access to this copy. We have quite a few photos of icebergs photographed from
passing ships.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 115
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 18
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Iceberg CITATION Lynch PAGE 93
LOCATION AND CONTACT:
Original may be in illustrated London News. Published in W. Lord's "A Night to
Remember" as "author's collection."
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Captain Smith CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas have about 9 of Capt. Smith
STATUS/SUGGESTION:
Specify sort of pose you wish. Use "T:T&T" citation if at all possible.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Frederick Fleet CITATION PAGE
LOCATION AND CONTACT:
Fred Fleet is one of those crew pictured in "grapevine" ad (Don't ask!).
Eaton & Haas Roll 7 Exp. 10 = CD 0917 #004. Would need cropping down to
Fleet himself and lightening/touching up. See Triumph & Tragedy p. 227 top
right. Fleet is third from left.
STATUS/SUGGESTION:
Mike Findlay may have photo.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Robert Hichens CITATION PAGE
LOCATION AND CONTACT:
London Daily Sketch of Apr. 22, 1912; available from British Newspaper Library,
Colindale, London. E&H may have print from which view on p. 140 of T:T&T was
printed. Or, shoot from book. Have murky neg. of H. at home - Roll 35. #23 =
CD 0907 #092.
STATUS/SUGGESTION:
Mike Findlay may have photo.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo James Pell Moody CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas roll 27 Exp. 15 = CD 0909 #070
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Joseph Groves Boxhall CITATION PAGE
LOCATION AND CONTACT:
E&H have three newspaper sketches of Boxhall. (see p.226 of Triumph and Tragedy
for typical example). Mike Findlay may have photo.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 116
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 19
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo William McM Murdoch CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas Roll 42. Exp. 28 = CD D141 #071 (see p. 140 Triumph and Tragedy)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Charles Herbert Lightoller CITATION PAGE
LOCATION AND CONTACT:
Consider photo on back dust jacket of "Lights": The Odyssey of C.H. Lightoller"
by Patrick Stenson, published by the Bodley Head. London. taken in 1910. Eaton
and Haas have 1 sketch + view of him about to close gangway + 1 other, none
great.
STATUS/SUGGESTION:
Mike Findlay may have photo. Suggest attempting to contact Lightoller's family
through Philip Croucher, Lymeswold Cottage, Lymore Lane, Milford-on-Sea,
Lymington, Hants. SO41 0TX telephone ###-##-#### 644389
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Harold Godfrey Lowe CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas Roll 27, Exp. 15 (CD 0909 #071) would need cropping (circular
portrait) or Exp. 55 Roll 04 (apparently not on CD) Also have a sketch.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo John George Phillips CITATION Lynch PAGE 71
LOCATION AND CONTACT:
Eaton & Haas Roll 20 Exp. 12 (CD 0911 #073) or Roll 52, Exp. 13 (CD 0902 #082)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Harold Sydney Bride CITATION Lynch PAGE 71
LOCATION AND CONTACT:
Eaton & Haas Roll 54. Exp. 20 (CD 0901 #030): Roll 20, Exp. 11 and 13 (CD 0911,
#072 and #074); Roll 25 Exp. 35 (CD 0924 #089) or Roll 11, Exp. 09 (CD 0915
#028)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Bride at Wireless CITATION Lynch PAGE 72
LOCATION AND CONTACT:
Father Brown photograph. If permission can be obtained from Father O'Donnell,
S.J., Society of Jesuits, Gonzaga College, Dublin, Eaton and Haas do NOT have a
negative of this image.
STATUS/SUGGESTION:
We question whether this is Bride. The head shape doesn't match "front" views,
haircut doesn't seem to match, and the photo doesn't appear among the photos
found in Father B's scrapbook in the Titanic section.
- --------------------------------------------------------------------------------
<PAGE> 117
Memphis supplemental object list -- Page 20
Section 107 Section Title The Night of April 14
Description Photo Watertight bulkhead Citation Eaton and Haas Page 142
Location and Contact:
Ulster Folk and Transport Museum, Cultra Manor, Hollywood. Co. Down BT18 OEU.
Photo #H1487 (depicts Olympic watertight door) Eaton & Haas MAY have "print"
from which this page's view was shot.
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Watertight bulkhead Citation Lynch Page 89
Location and Contact:
Eaton & Haas Roll 21. Exp. 20 = CD 0924 #003
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Hesketh Citation Page
Location and Contact:
E&H can provide photo from 1912 Engineers' memorial booklet. Will have to be
shot.
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Deck scene painting Citation Lynch Page 104-10
Location and Contact:
Charlotte Valentine, librarian, The Manners Museum, 100 Museum Drive, Newport
News, VA 23505: tel: (904) 595-3759
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Michael V. Ralph painting Citation Eaton and Haas Page 153
Location and Contact:
Contact Michael V. Ralph, 255 Milwaukee Ave., Apt. 206, Dunedin, FL 34698. Phone
(813) 734-5996
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Daily Sketch/Sphere Illustration Citation Eaton and Haas
Page 153
Location and Contact:
Eaton & Haas Roll 44 Exp 14 = CD 0905 #105
Status / Suggestion:
- --------------------------------------------------------------------------------
<PAGE> 118
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 21
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Lifeboats in davits CITATION Lynch PAGE 102
LOCATION AND CONTACT:
Eaton & Haas Roll 22 Exp. 15 and 16=CD 0924 #018 and 019. Both are similar to
Lynch view. Or contact Bertmann/Hulton Picture Library
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Lowering lifeboats CITATION Lynch PAGE 128
illustration
LOCATION AND CONTACT:
London Daily Sphere. Available at British Newspaper Library, Colindale, London.
Eaton and Haas MAY have print from which this view (page 151 of T&T) was
printed.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Lowering lifeboats CITATION Lynch PAGE 129
illustration
LOCATION AND CONTACT:
Mary Evans Picture Library, London
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Lifeboat from below CITATION Eaton and Haas PAGE 105
LOCATION AND CONTACT:
Eaton and Haas MAY have original print from which p. 105 done. Original was
Popperfoto, London
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Photos of passengers CITATION PAGE
for stories
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Eaton & Haas or Mike Findlay can supply if you give us specific names.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo Third class staircase CITATION Lynch PAGE55TL
LOCATION AND CONTACT:
Eaton & Haas Roll 24, Exp. 20=CD 0141 #044. Original at National Maritime
Museum, Greenwich
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 119
Memphis supplemental object list -- Page 22
Section 107 Section Title The Night of April 14
Description Photo Second class staircase Citation Lynch Page 97T
Location and Contact:
Eaton & Haas Roll 10, Exp. 16 (CD 0141 #003) or Roll 24, Exp. 22 (CD 0141
#052) or Roll 07, Exp. 33 (CD 0917 #031)
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Gymnasium Citation Eaton & Haas Page 126
Location and Contact:
Eaton & Haas Roll 14, Exp. 12 Or Ulster Folk and Transport Museum,
Photo # H1581
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo Third class general room [slc] Citation Lynch Page 66BL
Location and Contact:
Eaton & Haas Roll 24 Exp. 19 = CD 0141 #043
Status / Suggestion:
Note: The image is of the third class SMOKING room. View of 3rd class general
room is available (as rendering) Eaton & Haas roll 10 Exp. 21 - CD 0917 #091.
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo [First class] smoking room Citation Lynch Page 83T
Location and Contact:
Haas & Eaton Roll 49 Exp. 22 = CD 0141 #090 or Ulster Folk & Transport
Museum, Hollywood, Co. Down BT18 0EU. Photo H1548 and H1549A. Also check
National Maritime Museum
Status / Suggestion:
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Photo "Photos to support escape route" Citation Page
Location and Contact:
Status / Suggestion:
We don't know what you need here. Please be more specific.
- --------------------------------------------------------------------------------
Section 107 Section Title The Night of April 14
Description Object White Star Line operating proced. Citation Eaton and Haas
Page
Location and Contact:
National Archives. Washington, DC, (We cannot give a more precise location as
this item was at New York Branch when we photographed it. We have photocopies
of entire document.)
Status / Suggestion:
- --------------------------------------------------------------------------------
<PAGE> 120
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 23
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Object Wireless messages fr. passengers CITATION PAGE
LOCATION AND CONTACT:
Try John Booth, Titanic Signals Archive, 30 Eden Vale Rd., Westbury, Wiltshire
BA123NY. Phone 011-44-1373-823271. Fax 011-44-1373-824144. Note: Booth has
been critical of salvage efforts but attended RMS Titanic's reception at NMM
opening.
STATUS/SUGGESTION:
If this doesn't pan out, get George Tulloch's contact at Marconi company in U.K.
and see if they have copies in archives.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Object Wireless messages: to ice warnings CITATION PAGE
LOCATION AND CONTACT:
Try John Booth, Titanic Signals Archive, 30 Eden Vale Rd., Westbury, Wiltshire
BA123NY. Phone 011-44-1373-823271. Fax 011-44-1373-824144. Note: Booth has
been critical of salvage efforts but attended RMS Titanic's reception at NMM
opening.
STATUS/SUGGESTION:
Alternative: Contact Marconi Ltd. through G. Tulloch
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Object Marconi wireless apparatus CITATION PAGE
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Contact Marconi co. in U.K. They had one on display at Public Archives of Nova
Scotia about 15 years ago. Alternative: Smithsonian Institution, National
Museum of American History, Communications Dept.
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Object Brass flag from lifeboat CITATION PAGE
LOCATION AND CONTACT:
Michael Findlay (201-742-8747) knows the descendants of Margaret Devaney who
have such a flag and might lend it. Contact Mike for details.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Object Titanic lifejacket CITATION PAGE
LOCATION AND CONTACT:
One is known to be in Smithsonian Institution, National Museum of American
History, Transportation Department. Also, Stanley Lehrer, 82 Shelbourne La., New
Hyde Park, NY 11040 loaned his to NMM Exhibition. His phone: 516-689-1783
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo "Striking berg" CITATION PAGE
LOCATION AND CONTACT:
Drawing of iceberg by Joseph Scarrott. Titanic Eaton & Haas Roll 3,
Exp. 11, 12=CD 2609 #074,076
STATUS/SUGGESTION:
Might wish to commission one? Mike Ralph?
- --------------------------------------------------------------------------------
<PAGE> 121
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 24
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo "Unloading lifeboats" CITATION PAGE
LOCATION AND CONTACT:
Lifeboats alongside or approaching Carpathia: Eaton & Haas Roll 2, Exp. 3; Roll
7, Exp. 21; Roll 9 Exp. 3; Roll 15, Exp. 18 = CD 2609 #044; 1817 #15; 0917 #012
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo [Titanic] "Tilting" CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas each have a small color print of Norman Wilkinson's painting
(see p. 161, Triumph and Tragedy). London "Daily Graphic" has stern
disappearing (p. 162 T&T); we may still have this print.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 107 SECTION TITLE The Night of April 14
DESCRIPTION Photo "On board during evacuation" CITATION PAGE
LOCATION AND CONTACT:
There are several newspaper sketches "on deck", few are very accurate. The
painting from Mariners Museum mentioned above (Lynch 104-105) is the best.
STATUS/SUGGESTION:
What, specifically, do you need beyond the Mariners painting?
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Photo Daily Sphere illustration of sinking CITATION PAGE
LOCATION AND CONTACT:
Two choices not in our books are Roll 21 Exp. 10 and 11 (Harper Golf painting)
= CD 0924 #002 and CD 0148 #017. It may prove difficult to find him for
permission purposes. Published in Esquire in late 40's/early 50's.
STATUS/SUGGESTION:
Please provide a citation to enable us to search our photo data base for the
Sphere illustration you're referring to.
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Photo N. Wilkinson painting of sinking CITATION Eaton & Haas
PAGE 161
LOCATION AND CONTACT:
Both Eaton and Haas have small print of this in color; it's a very pale
coloring.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Photo Passengers for stories CITATION PAGE
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Advise us of specific needs. Either we or Mike Findlay should be able to help.
- --------------------------------------------------------------------------------
<PAGE> 122
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 25
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Photo Musicians playing CITATION Lynch PAGE 114L
LOCATION AND CONTACT:
Ulster Foik and Transport Museum, Believe Jack Eaton has a print of this.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Object Personal objects of survivors CITATION PAGE
LOCATION AND CONTACT:
Fran Aks (blanket, perfume bottle, postcard) materials may be available from
grandchildren. (We have contact)
STATUS/SUGGESTION:
If you have something specific in mind, let us know. Mike Findlay is in contact
with many survivors' descendants.
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Object Sheet music CITATION Eaton and Haas PAGE 135
LOCATION AND CONTACT:
Eaton has several pieces. Several of our friends do, too.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Object (Sterling pound) 5 draft note CITATION Lynch PAGE 146
LOCATION AND CONTACT:
This print came from newspaper coverage. The original may be owned by Cosmo
Duff-Gordon's heirs. We could try to contact through Alex Lindsay (RMS
Titanic)'s father, a Scottish peer.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Object Carpathia telegram CITATION Lynch PAGE 156
LOCATION AND CONTACT:
Try John Booth, Titanic Signals Archive, 30 Eden Vale Rd., Westbury, Wilshire
BA123NY. Phone 011-44-1373-823271. Fax 011-44-1373-824144. Note: Booth has
been enreal of salvage efforts but attended RMS Titanic's reception at NMM
opening.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 110 SECTION TITLE In the Water
DESCRIPTION Object Music program CITATION PAGE
LOCATION AND CONTACT:
Jack Eaton has a booklet of the same pattern, but from a later year. Has
xeroxed copy of 1912 edition's contents. Original shown in Lynch not available
(THS)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 123
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 26
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Object Fleet's sketch of iceberg CITATION Eaton & PAGE 139
Haas
LOCATION AND CONTACT:
Original belongs to Titanic Historical Society which obviously won't lend it to
the exhibition.
STATUS/SUGGESTION:
Delete from lineup
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Object Fleet's sketch of impact CITATION Eaton & PAGE 140
Haas
LOCATION AND CONTACT:
Original belongs to Titanic Historical Society which obviously won't lend it to
the exhibition.
STATUS/SUGGESTION:
Delete from lineup.
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Lifeboat in water CITATION Lynch PAGE 154
LOCATION AND CONTACT:
Top=Eaton & Haas Roll 36 Exp. 28=CD 0904 #004; middle=Roll 09, Exp. 04=CD 0917
#035
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Lifeboat in water CITATION Lynch PAGE 155
LOCATION AND CONTACT:
Eaton & Haas Roll 09 Exp. 08=CD 0917 #039
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Lifeboat in water CITATION Lynch PAGE 156
LOCATION AND CONTACT:
Eaton and Haas Roll 28 Exp. 20=CD 0909 #091
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Photo of iceberg CITATION Eaton and PAGE 141
Haas
LOCATION AND CONTACT:
Eaton & Haas Roll 53, Exp. 12 and 13=CD 0901 #012 and 013.
Permission of Mr. George Fenwick, Baltimore MD required.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 124
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 27
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Carpathia CITATION Lynch PAGE 143
LOCATION AND CONTACT:
Eaton & Haas Roll 26 Exp. 09 = CD 0909 #017 is similar. We have many views of
Carpathia including several approaching NY pier.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Sunrise painting CITATION PAGE
LOCATION AND CONTACT:
"Titanic lifeboats among ice" by George Scott. Orig. pub. in 1912 in
"L Illustration" Eaton & Haas Roll 12, Exp. 09 = CD 0915 #036
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Captain Rostron CITATION Lynch PAGE 142
LOCATION AND CONTACT:
This is a closeup of Eaton & Haas Roll 09 Exp. 21 = CD 0801 #100 or Roll 28
Exp. 17 = CD 0808 #095. Several other views also available
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 111 SECTION TITLE Rescue
DESCRIPTION Photo Survivors aboard Carpathia CITATION PAGE
LOCATION AND CONTACT:
Eaton & Haas Roll 02 Exp. 08, 09 = CD 2609 #042, 043; Roll 07, Exp. 19, 27 and
28 = CD 0917 #013, 021 and 022; Roll 15 Exp. 19 = CD 0911 #013.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo White Star Line offices CITATION Lynch PAGE 158
LOCATION AND CONTACT:
Eaton and Haas Roll 07, Exp. 01, 02, 17 and 29 = CD 0925 #095 and 098, CD 0917
#011 and 023; Roll 10 Exp. 20 = CD 0917 #099; Roll 11 Exp. 28 = CD 0915 #030
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo New York Sun offices CITATION Lynch PAGE 159
LOCATION AND CONTACT:
Eaton and Haas Roll 22 #03 = CD 0924 #007; also at another newsp. office Roll 03
#19 = CD 2609 #083
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 125
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 28
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Newsboy outside Oceanic House
CITATION Lynch PAGE 162
LOCATION AND CONTACT:
Eaton & Haas Roll 22 Exp. 02 = CD 0924 #006; Roll 18 #05 = CD??
(appears to be mis-indexed)
STATUS/SUGGESTION:
Eaton & Haas also have newsboy in NYC: Roll 03 #20 CD 2509 #84
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Crowds
CITATION Lynch PAGE 164-65
LOCATION AND CONTACT:
Eaton & Haas Roll 03, Exp. 19 = CD 2609 #083
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Lifeboat tests
CITATION Lynch PAGE 116
LOCATION AND CONTACT:
Eaton & Haas have 3 shots of Board of Trade conducting lifeboat test on
Olympic during British Inquiry; Roll 10 Exp. 29 and 30 (CD 0911 #024 and 025);
Roll 32, Exp. 34 (CD 0907 #025); Also have 2 first-generation sepia prints of
instal. of extra boats on O.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Headlines form diff. countries
CITATION PAGE
LOCATION AND CONTACT:
STATUS/SUGGESTION:
Suggest a visit to the Library of Congress which has a large collection of
overseas papers. We know of no other centralized source from which to
compile such a montage.
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Lowering lifeboats
CITATION Lynch PAGE 157
LOCATION AND CONTACT:
Eaton & Haas roll 10 Exp. 27 = CD 0917 #079. Have 5 other views either
lowering or in water. Not all are clear having been photographed from 1912
newspaper.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Ismay at Inquiry
CITATION Lynch PAGE 173
LOCATION AND CONTACT:
Eaton & Haas Roll 21 #18 = CD 0141 #023
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 126
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 29
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Ligholler, Pitman at Inquiry CITATION Lynch PAGE 186
LOCATION AND CONTACT:
Bettman/Hulton Picture Library, London? E&H do not have this view, do have
several others at British Inquiry, both those in our book and several others
from first-generation prints (the latter need identification done on the
people shown, however.)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Ismay at British Inquiry CITATION Lynch PAGE 187
LOCATION AND CONTACT:
Eaton & Haas Roll 36, Exp. 35=CD 0906 #023
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Californian CITATION Lynch PAGE 190-1
LOCATION AND CONTACT:
Eaton & Haas Roll 08 Exp. 05=CD 0917 #038 or Roll 53 #20 CD 0902 #113
(permission from George Fenwick required.)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Photo Still from "A Night to Remember" CITATION PAGE
LOCATION AND CONTACT:
Eaton has 2 color posters (1 English, 1 French) and several color-tinted
12 x 18" lobby cards.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Newspapers CITATION PAGE
LOCATION AND CONTACT:
Jack has several. Charlie has one in poor shape. Library of Congress may
have some in storage.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Carpathia telegrams CITATION PAGE
LOCATION AND CONTACT:
Try John Booth, Titanic Signals Archive, 30 Eden Vale Rd., Westbury, Wiltshire
BA12 3NY, Phone 011-44-1373-823271. Fax 011-44-1373-824144. Note: Booth has
been critical of salvage efforts but attended RMS Titanic's reception at NMM
opening.
STATUS/SUGGESTION:
If Booth contact doesn't work, ask George Tulloch to get in touch with his
contact at Marconi Co. in England
- --------------------------------------------------------------------------------
<PAGE> 127
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 30
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Transcripts from inquiries CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas have photocopies of British Inquiry, with original at the New
York Public Library. Also have bound (printed) volumes of Am. Inquiry's
transcript. Walter Lord also believed to have "originals"
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Passenger diary CITATION PAGE
LOCATION AND CONTACT:
Not sure what you mean by this
STATUS/SUGGESTION:
Need more information from which to work
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Memorial artifacts CITATION PAGE
LOCATION AND CONTACT:
Eaton, Haas and friends have various memorial editions, as does Robert Forrest
collection, 165 E. 35th Street, New York, NY 10016-4180. Tel. (212) 689-1763.
Forrest also has memorial thimbles, jugs, etc. (see collectibles section in T&T
appendix.)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Popular culture artifacts CITATION PAGE
LOCATION AND CONTACT:
Eaton and Haas have Titanic soap, Titanic "magic rocks," Titanic game, modern
postal covers, etc. May be able to find a Titanic shower curtain, have a
Titanic towel, brass key tag "Captain's office SS Titanic," etc.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Insurance Claims CITATION PAGE
LOCATION AND CONTACT:
National Archives, New York Branch, 170 Varick Street, NYC. Insurance policy on
hull owned by Atlantic Mutual Insurance Company, Giralda Farms, Madison, NJ
07970
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 112 SECTION TITLE Aftermath
DESCRIPTION Object Lloyds of London book CITATION PAGE
LOCATION AND CONTACT:
Lloyds, London.
STATUS/SUGGESTION:
Contact Gillian Hutchinson or James Taylor at National Museum, Greenwich and
ask them for contact they had when they brought this object into 1994 NMM
exhibition.
- --------------------------------------------------------------------------------
<PAGE> 128
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 31
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Conservation technique CITATION PAGE
LOCATION AND CONTACT:
Stephane Rennec, LP3 Conservation, Semur-en-Auxois, France. Charlie has slides
of views in "L 'Objet du Titanic" and others provided by LP3 for TI's "Voyage"
but will need Pennec's OK to use them in this exhibition.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Underwater shots, ship discovery CITATION PAGE
LOCATION AND CONTACT:
Likely available from IFREMER.
STATUS/SUGGESTION:
Published photos from Woods Hole likely will not be available lest Ballard be
annoyed. (Though a case could be made that the photos aren't Ballard's and were
taken using taxpayer-funded equipment.)
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Recovery, before and after CITATION PAGE
LOCATION AND CONTACT:
RMS Titanic, Inc. or IFREMER or LP3 (before-and-after conservation)
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Object conservation CITATION PAGE
LOCATION AND CONTACT:
LP3 and Electricite de France. Charlie has slides of views in "L 'Objet du
Titanic" and others provided by LP3 for TI's "Voyage" but will need Pennec's or
EDF's OK to use them in this exhibition.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Charts CITATION PAGE
LOCATION AND CONTACT:
Presumably this means plots of dives. Several are in RMS Titanic's New York
offices. Others available from IFREMER.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Sounding patterns CITATION PAGE
LOCATION AND CONTACT:
RMS Titanic Inc. or IFREMER
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 129
MEMPHIS SUPPLEMENTAL OBJECT LIST -- PAGE 32
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Artifacts to support before/after CITATION PAGE
LOCATION AND CONTACT:
LP3 Conservation
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 113 SECTION TITLE Recovery
DESCRIPTION Photo Conservation tools -- hi pwr scope CITATION PAGE
LOCATION AND CONTACT:
LP3 Conservation or possibly a local university science lab.
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
SECTION 114 SECTION TITLE Summary Hall
DESCRIPTION Photo 100 photos of passengers CITATION PAGE
LOCATION AND CONTACT:
Eaton, Haas and Findlay can supply. ADVISE NAMES!
STATUS/SUGGESTION:
- --------------------------------------------------------------------------------
<PAGE> 130
SCHEDULE D-1: PRESENTATION ITEMS
- - Exhibition display and gallery materials
- - Approximately 40 display cases, along with mounts and security systems
- - Video wall presentation equipment produced for use at the Memphis Titanic
Exhibition
- - Various didactic panels and photographic displays, subject to potential third
party royalty fees payable by FIM, if any (estimated not to exceed a
total of ($10,000).
- - A model of the wrecked bow section and adjacent sea bed over 33 feet long
- - A scale model of the Titanic 18'8" long
- - Various theatrical pieces and displays
- - 6-8 wall murals
- - All other display, theatrical and presentation items used in conjunction with
the Memphis Titanic Exhibition which are reasonably appropriate or
needed to recreate the Memphis Titanic Exhibition at the FIM Museum
<PAGE> 131
SCHEDULE D-2: MEMPHIS ASSOCIATED ITEMS
- - Copies of as-built architectural drawings and plans for the Titanic
Exhibition, along with the right to use same.
- - Marketing material package, which includes (without additional cost to FIM)
the use of title, logo, press releases, press kits, radio and television
public service announcements, graphics, audio and visual presentations owned
by Memphis, billboard copy, radio and television copy, advertising copy, and
all rights to use each of the foregoing. Marketing material package does not
include the cost of reproduction or purchasing of advertising time or space.
- - One set of color transparencies of the Supplemental Artifacts (to the extent
Memphis possess same) to use for marketing, educational, promotional and
other noncommercial purposes, with all rights to use same.
- - Copies of volunteer materials and training materials for use by FIM, subject
to the right, at FIM's cost, to modify same to personalize them for the FIM
Titanic Exhibition.
- - The orientation introductory film produced by Memphis for use at the Memphis-
Titanic Exhibition subject to out of pocket thirty party royalty fees and
costs of personalizing such film payable by FIM estimated at no more than
$15,000.
- - All other items used by Memphis in the Memphis Titanic Exhibition which are
appropriate or needed to recreate in its entirety the Memphis Titanic
Exhibition at the FIM Museum.
Initials: ________ ________ _________
RMS FIM Memphis
<PAGE> 132
SCHEDULE D-3: RMS ASSOCIATED ITEMS
- - One set of color transparencies of the Titanic Artifacts, Titanic underwater
photographs and Titanic Artifacts photographs to use for marketing,
educational, promotional and other non-commercial purposes, with all rights
to use same (subject to Agreement subparagraph 3.03).
- - Right to use the video wall film laser disk used in Memphis Titanic
Exhibition.
- - A one-fourth scale model of the Nautile submersible (RMS will use best
efforts to deliver).
- - All other items owned by RMS and used by Memphis in the Memphis Titanic
Exhibition which are appropriate or needed to recreate in its entirety the
Memphis Titanic Exhibition at the FIM Museum.
<PAGE> 133
EXHIBIT 27
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] FEB-28-1997
[PERIOD-START] MAR-01-1996
[PERIOD-END] FEB-28-1997
[CASH] 105,854
[SECURITIES] 0
[RECEIVABLES] 34,715
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 232,869
[PP&E] 69,600
[DEPRECIATION] 50,036
[TOTAL-ASSETS] 8,005,384
[CURRENT-LIABILITIES] 3,941,978
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1,618
[OTHER-SE] 4,061,788
[TOTAL-LIABILITY-AND-EQUITY] 8,005,384
[SALES] 0
[TOTAL-REVENUES] 1,246,564
[CGS] 0
[TOTAL-COSTS] 1,088,173
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 857
[INCOME-PRETAX] 157,534
[INCOME-TAX] 0
[INCOME-CONTINUING] 157,534
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 157,534
[EPS-PRIMARY] .01
[EPS-DILUTED] 0
</TABLE>
