<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Europa Cruises Corp.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
298738105
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(CUSIP Number)
Stephen D. Silbert, Esq.
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, California 90067 (310) 553-3000
---------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 31, 1997
------------
(Date of Event Which Requires Filing
Of This Statement)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO
REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING
BOX / /.
CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT / /. (A
FEE IS NOT REQUIRED ONLY IF THE REPORTING PERSON: (1) HAS A PREVIOUS STATEMENT
ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS
OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT
THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.
(SEE RULE 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s)
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- ----------------------------- -----------------------------
CUSIP No. 13D Page 2 of ____ Pages
- -------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSON
MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------------------
Number of Shares (7) SOLE VOTING POWER
Beneficially Owned 1,404,363
by Each Reporting --------------------------------------------------
Person With (8) SHARED VOTING POWER
-0-
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,404,363
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,404,363
- -------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
EP
- -------------------------------------------------------------------------------
(1) Based upon 27,184,452 shares of Common Stock outstanding as of June 30,
1997 as reported by the issuer in its Form 10QSB for the quarter ended June 30,
1997.
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 13D Page 3 of ____ Pages
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(15) NAMES OF REPORTING PERSON
JACK JEVNE
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
- -------------------------------------------------------------------------------
(16) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(17) SEC USE ONLY
- -------------------------------------------------------------------------------
(18) SOURCE OF FUNDS*
PF
- -------------------------------------------------------------------------------
(19) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(20) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
Number of Shares (21) SOLE VOTING POWER
Beneficially Owned 65,000
by Each Reporting --------------------------------------------------
Person With (22) SHARED VOTING POWER
-0-
--------------------------------------------------
(23) SOLE DISPOSITIVE POWER
65,000
--------------------------------------------------
(24) SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
(25) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,000
- -------------------------------------------------------------------------------
(26) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(27) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
(28) TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
(1) Based upon 27,184,452 shares of Common Stock outstanding as of June 30,
1997 as reported by the issuer in its Form 10QSB for the quarter ended June 30,
1997.
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the Common Stock, par value $.001 per share (the
"Common Stock"), of Europa Cruises Corp., a Delaware corporation ("Europa"),
with its principal executive offices located at 150-153rd Avenue East, Suite
200, Madiera Beach, Florida 33708.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Mammoth Construction Company, Inc.
Retirement Trust, a trust organized under the laws of the State of California
("Mammoth"), and Jack Jevne. Mammoth and Mr. Jevne are jointly filing this
Schedule because they may be considered to be a group.
Mammoth is a corporate retirement trust, of which Jack Jevne is the sole
trustee. Mr. Jevne's principal occupation is as a private investor. The
business address of Mammoth and Mr. Jevne is 1254 East Valley Road, Santa
Barbara, California 93108. Mr. Jevne is a U.S. citizen.
During the last five years, neither Mammoth nor Jack Jevne has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
During the period of January 1994 through April 1994, Mammoth loaned
Albermarle Investments and Consulting Group S.A. ("Albermarle") an aggregate of
$1,301,000. On May 31, 1997 Albermarle repaid the loan by transferring 604,363
shares of Common Stock to Mammoth and granting Mammoth a ten year option (the
"Albermarle Option") to purchase an additional 400,000 shares of Europa Common
Stock. In addition, in connection with the repayment of the loan, Avalon
Investments S.A. ("Avalon"), an affiliate of Albermarle, granted Mammoth a ten
year option (the "Avalon Option") to purchase 400,000 shares of Europa Series S
8% PIK Convertible Preferred Stock (the "Preferred Stock"). Each share of
Preferred Stock is presently convertible into one share of Europa Common Stock.
In the case of each of the Albermarle Option and the Avalon Option, the exercise
price is $3.00 per share. Mammoth has agreed with Albermarle and Avalon that
any proceeds in excess of $3.00 per share realized on the shares purchased by
Mammoth pursuant to the Albermarle Option and the Avalon Option will be divided
equally between Mammoth and Albermarle, in the case of the Albermarle Option,
and Mammoth and Avalon, in the case of the Avalon Option.
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On April 25, 1996, Jack Jevne purchased 65,000 shares of Europa Common
Stock for $50,000.
ITEM 4. PURPOSE OF TRANSACTION.
Mammoth acquired the Common Stock, the Avalon Option and Albermarle Option
for the purpose of facilitating an investment in Europa. The transaction was a
repayment of debt owed by Avalon to Mammoth. Jack Jevne acquired the Common
Stock for investment purposes.
Mammoth and Mr. Jevne agreed to act together in order to influence
management and seek to elect Jack Jevne to the Board of Directors of Europa.
Mr. Jevne became a director of Europa on September 1, 1997. Mammoth and Mr.
Jevne will continue to evaluate Europa's business and prospects and may
determine to acquire additional shares of Common Stock or dispose of all or a
portion of the Common Stock owned by them. In making any such determination,
Mammoth and Mr. Jevne will also take into account, among other things, other
available business opportunities, general economic conditions and money and
stock market conditions.
Except to the extent indicated above, Mammoth and Jack Jevne presently have
no plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of Europa or the deposition of securities of
Europa; (b) an extraordinary corporation transaction, such as a merger,
reorganization or liquidation, involving Europa or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of Europa or any of its
subsidiaries; (d) any changes in the present Board of Directors or management of
Europa, including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on the Board of Directors; (e) any
material change in the present capitalization or dividend policy of Europa; (f)
any other material change in Europa's business or corporate structure; (g)
changes in Europa's charter or bylaws or other actions which may impede the
acquisition of control of Europa by any person; (h) causing a class of
securities of Europa to be deleted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered notarized securities association; (i) a class of equity securities of
Europa becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mammoth beneficially owns 1,404,363 shares of Common Stock, of which
664,236 shares are owned outright by Mammoth, 400,000 shares are beneficially
owned pursuant to the Albermarle Option and 400,000 shares are beneficially
owned pursuant to the Avalon Option. The 1,404,363 shares of Common Stock
beneficially owned by Mammoth represent approximately 5.0% of the Common Stock
(calculated in accordance with Rule
- 5 -
<PAGE>
13d-3 and based on the number of shares of Common Stock reported as outstanding
in the Europa's Form 10QSB for the quarter ended June 30, 1997).
Jack Levne beneficially owns 65,000 shares of Common Stock which represents
approximately .2% of the Common Stock (calculated in accordance with Rule 13d-3
and based on the number of shares of Common Stock reported as outstanding in
Europa's Form 10QSB for the quarter ended June 30, 1997).
(b) Mammoth and Mr. Jevne each has the sole power to vote, or direct the
voting of, and to dispose, or direct the disposition of, the shares of Common
Stock beneficially owned by it. Mammoth has the sole power to vote, or direct
the voting of, and to dispose or direct the disposition of, the shares of Common
Stock underlying the Albermarle Option and the Avalon Option (including the
Common Stock which may be acquired upon the conversion of the Preferred Stock
which may be acquired upon exercise of the Avalon Option).
(c) There have been no transactions in the Common Stock by Mammoth or
Mr. Jevne within the last 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mammoth is a party to the Albermarle Option and the Avalon Option, which
are Exhibit 99.01 and 99.02 hereto, respectively, and incorporated herein by
this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
- ------- -----------
99.01 Stock Option Grant Agreement dated as of May 31, 1997 by and between
Albermarle and Mammoth.
99.02 Stock Option Grant Agreement dated as of May 31, 1997 by and between
Avalon and Mammoth.
99.03 Joint Filing Agreement dated as of September 9, 1997 between Mammoth
and Jack Jevne.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
September 9, 1997 MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST
By: /s/
---------------------------
Jack Jevne, Trustee
September 9, 1997
/s/
-------------------------------
Jack Jevne
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<PAGE>
IRREVOCABLE PROXY
EUROPA CRUISES CORPORATION
Number of Shares Class and Series
- ---------------- ----------------
400,000 Common Cusip 298738-10-5
The undersigned, as record holder of the shares of stock of EUROPA CRUISES
CORPORATION, a Delaware corporation, described above, revokes any previous
proxies and irrevocably appoint Jack Jevne. Trustee of the MAMMOTH CONSTRUCTION
COMPANY, INC. RETIREMENT TRUST UNDER PLAN DTD 2-1-89, as the undersigned's proxy
to attend all shareholders' meetings and to vote, execute consents and otherwise
represent those shares in the same manner and with the same effect as if the
undersigned were personally present until May 31, 2007. The proxy holder will
have full power of substitution and revocation
This proxy is irrevocable, is coupled with an interest and is made pursuant
to an Option Grant Agreement dated May 31, 1997, in which the shares described
above have been optioned to the Mammoth Construction Company, Inc. Retirement
Trust under plan DTD 2-1-89 and this proxy is given as part of that option.
Dated May 31, 1997
/s/
---------------------------------------
Peter E. Desjardins, President Albermarle
Investments and Consulting Group S A.
<PAGE>
EUROPA CRUISES CORPORATION
STOCK OPTION GRANT AGREEMENT
This Stock Option Grant Agreement (the "Agreement") is entered into as of
May 31, 1997, and is by and between Albermarle Investments and Consulting Group
S.A. ("Optionor") and Mammoth Construction Company, Inc. Retirement Trust under
plan DTD 2-1-89 ("Optionee").
R E C I T A L S
A. For a consideration of an exercise price of $3.00 U.S. per share, plus a
50-50 share in any profit realized by optionee above $3.00 U.S. per share for
the life of the option, the Optionor desires to grant to the Optionee options to
acquire 400,000 shares of common stock (the "Stock") of Europa Cruises
Corporation.
AGREEMENT
In consideration of the foregoing, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Optionor and the
Optionee hereby agree as follows:
1. GRANT OF OPTIONS. The Optionor hereby grants to the Optionee options
(the "Options") to acquire an aggregate of 400,000 common shares of Stock at an
exercise price of $3.00 U.S. per share (the "Exercise Price"), subject to
adjustment as provided herein. Except as otherwise provided herein all Options
granted hereunder shall expire on the tenth anniversary of the date hereof and
no Options may be exercised after such date. In connection with the grant of
the Options, the Optionor concurrently herewith is executing an irrevocable
Proxy to Jack Jevne, Trustee of Mammoth Construction Company, Inc. Retirement
Trust under plan DTD 2-1-89 to vote the Stock. The Optionor represents that it
has good and valid title to the Stock, free and clear of any liens, encumbrances
and/or restrictions.
2. EXERCISABILITY OF OPTIONS
The Options shall be exercisable in whole or in part at any time from and
after the date hereof.
3. EXERCISE OF OPTIONS. ln order to exercise the Options, the Optionee
shall from time to time, give written notice to the Optionor specifying the
number of shares of Stock to be purchased pursuant to such exercise of Options.
Such notice shall be accompanied by payment of the Exercise Price as provided in
Paragraph 4 hereof.
4. PAYMENT OF EXERCISE PRICE. The Exercise Price shall be paid to the
Optionor at the time of delivery of notice of exercise of the Options in cash
(by check, money order or wire transfer).
<PAGE>
5. LEGEND ON STOCK. The parties hereto agree that the Stock will at all
times carry and be encumbered by the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION
AGREEMENT IN FAVOR OF JACK JEVNE, TRUSTEE OF THE MAMMOTH CONSTRUCTION
COMPANY, INC RETIREMENT TRUST UNDER PLAN DTD 2-1-89, WHICH ENABLES
SUCH OPTIONEE TO PURCHASE ANY OR ALL OF THE SHARES REPRESENTED BY THIS
CERTIFICATE AT ANY TIME ON OR BEFORE MAY 31, 2007. SUCH Option
AGREEMENT PROVIDES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN ANY WAY
(WHETHER BY OPERATION OF LAW OR OTHERWISE) UNTIL THE EARLIER OF THE
EXERCISE OF THE OPTION WITH RESPECT TO SHARES REPRESENTED BY ITS
CERTIFICATE OR MAY 31, 2007. SUCH OPTIONEE HAS ALSO BEEN GRANTED AN
lRREVOCABLE PROXY TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE.
The parties hereto agree to advise the transfer agent for the Stock of the
foregoing and that the Stock may not be transferred.
6. TRANSFERABILITY OF OPTIONS; NON-TRANSFERABILITY OF STOCK. The Options
granted hereunder may be transferred, assigned, pledged or hypothecated. The
Stock may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) unless and until either the earlier
of the execution of the Option or, with respect to Stock as to which the Options
are exercised, upon such exercise.
7. ADJUSTMENTS IN EVENT OF CHANGES IN STOCK. In the event of any change
in the Stock by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, or of any
similar change affecting the Stock, the number and class of shares or other
consideration which thereafter may be acquired upon exercise of the Options, the
Exercise Price, and any other terms of this Agreement which require adjustment
(including, without limitation, relating to the Stock or other securities, cash
or other consideration which may be acquired upon exercise of the Options) shall
be appropriately adjusted consistent with such change.
8. NOTICES. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally, delivered by reputable overnight
courier, or sent by registered or certified mail (postage prepaid, return
receipt requested) to the parties at the following addresses (or at such other
address as a party may specify by notice given pursuant to this Section):
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<PAGE>
If to the Optionor:
Albermarle Investments and Consulting Group S.A.
c/o Peter E. Desjardins
1301 Arbift Tower, P.O. Box 5724
Dubai, United Arab Emirates
If to the Optionee:
Mammoth Construction Company, Inc. Retirement Trust
Jack Jevne
1254 East Valley Road
Santa Barbara, CA 93108
and such notice or communications shall be deemed to have been given when
delivered personally, one day after being deposited with an overnight courier,
or three days after being mailed (with the first day of this three day period
being the day following mailing).
9. COUNTERPARTS. This Agreement may be executed simultaneously in
multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument
10. GOVERNING LAWS. This Agreement shall in all respects be construed in
accordance with and governed by the laws of the State of California, without
regard to choice of law principles. Each party irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of
California located in Santa Barbara County, California and the U.S. District
Court located in and for the Central District of California (the "California
Courts") for any litigation arising out of or relating to this Agreement and the
transactions contemplated hereby and agrees not to commence any litigation
relating thereto except in California Courts, waives any objections to the
laying of venue of any such litigation in the California Courts and agrees not
to plead or claim in any California Court that such litigation has been brought
in an inconvenient forum. The prevailing party in such litigation shall be
entitled to attorneys' fees and costs.
11. AMENDMENT. Except as provided herein, this Agreement may be amended,
modified, or supplemented only by a writing signed by the Optionor and the
Optionee.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors of the Optionor and any authorized successors and
assigns of the Optionee.
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<PAGE>
The undersigned have caused this Agreement to be executed as of the date
first above written.
OPTIONOR /s/
----------------------------------------------
Peter E. Desjardins, President
Albermarle Investments and Consulting Group S.A.
OPTIONEE /s/
----------------------------------------------
Jack Jevne
Mammoth Construction Company, Inc Retirement Trust
<PAGE>
IRREVOCABLE PROXY
EUROPA CRUISES CORPORATION
Number of Shares Class and Series
- ---------------- ----------------
400,000 Series S 8% PIK Convertible Preferred--Each
share convertible into one common share
The undersigned, as record holder of the shares of stock of EUROPA CRUISES
CORPORATION, a Delaware corporation, described above, revokes any previous
proxies and irrevocably appoint Jack Jevne, Trustee of the MAMMOTH CONSTRUCTION
COMPANY INC. RETIREMENT TRUST UNDER PLAN DTD 2-1-89, as the undersigned's proxy
to attend all shareholders' meetings and to vote, execute consents and otherwise
represent those shares in the same manner and with the same effect as if the
undersigned were personally present until May 31, 2007. The proxy holder will
have full power of substitution and revocation
This proxy is irrevocable, is coupled with an interest and is made pursuant
to an Option Grant Agreement dated May 31, 1997, in which the shares described
above have been optioned to the Mammoth Construction Company Inc. Retirement
Trust under plan DTD 2-1-89 and this proxy is given as part of that option.
Dated May 31, 1997
/s/
---------------------------------------
Peter E. Desjardins, President
Avalon Investment S.A.
<PAGE>
EUROPA CRUISES CORPORATION
STOCK OPTION GRANT AGREEMENT
This Stock Option Grant Agreement (the "Agreement") is entered into as of
May 31, 1997, and is by and between Avalon Investment S.A. ("Optionor") and
Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89
("Optionee").
R E C I T A L S
A. For a consideration of an exercise price of $3.00 U.S. per share, plus a
50-50 share in any profit realized by optionee above $3.00 U. S. per share for
the life of the option, the Optionor desires to grant to the Optionee options to
acquire 400,000 shares of Series S 8% PIK Convertible Preferred Stock (the
"Stock") of Europa Cruises Corporation.
AGREEMENT
In consideration of the foregoing, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the Optionor and the
Optionee hereby agree as follows:
1. GRANT OF OPTIONS. The Optionor hereby grants to the Optionee options
(the "Options") to acquire an aggregate of 400,000 shares of Series S 8% PIK
Convertible Preferred Stock at an exercise price of $3.00 U.S. per share (the
"Exercise Price"), subject to adjustment as provided herein. Except as
otherwise provided herein all Options granted hereunder shall expire on the
tenth anniversary of the date hereof and no Options may be exercised after such
date. In connection with the grant of the Options, the Optionor concurrently
herewith is executing an irrevocable Proxy to Jack Jevne, Trustee of Mammoth
Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 to vote the
Stock. The Optionor represents that it has good and valid title to the Stock,
free and clear of any liens, encumbrances and/or restrictions.
2. EXERCISABILITY OF OPTIONS
The Options shall be exercisable in whole or in part at any time from and
after the date hereof.
3. EXERCISE OF OPTIONS. In order to exercise the Options, the Optionee
shall, from time to time, give written notice to the Optionor specifying the
number of shares of Stock to be purchased pursuant to such exercise of Options.
Such notice shall be accompanied by payment of the Exercise Price as provided in
Paragraph 4 hereof.
4. PAYMENT OF EXERCISE PRICE. The Exercise Price shall be paid to the
Optionor at the time of delivery of notice of exercise of the Options in cash
(by check, money order or wire transfer).
<PAGE>
5. LEGEND ON STOCK. The parties hereto agree that the Stock will at all
times carry and be encumbered by the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION
AGREEMENT IN FAVOR OF JACK JEVNE, TRUSTEE OF THE MAMMOTH CONSTRUCTION
COMPANY, INC. RETIREMENT TRUST UNDER PLAN DTD 2- 1-89 WHICH ENABLES
SUCH OPTIONEE TO PURCHASE ANY OR ALL OF THE SHARES REPRESENTED BY THIS
CERTIFICATE AT ANY TIME ON OR BEFORE MAY 31, 2007. SUCH OPTION
AGREEMENT PROVIDES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN ANY WAY
(WHETHER BY OPERATION OF LAW OR OTHERWISE) UNTIL THE EARLIER OF THE
EXERCISE OF THE OPTION WITH RESPECT TO SHARES REPRESENTED BY THIS
CERTIFICATE OR MAY 31, 2007. SUCH OPTIONEE HAS ALSO BEEN GRANTED AN
IRREVOCABLE PROXY TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE.
The parties hereto agree to advise the transfer agent for the Stock of the
foregoing and that the Stock may not be transferred.
6. TRANSFERABILITY OF OPTIONS; NON-TRANSFERABILITY OF STOCK. The
Options granted hereunder may be transferred, assigned, pledged or hypothecated.
The Stock may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) unless and until either the
earlier of the execution of the Option or, with respect to Stock as to which the
Options are exercised, upon such exercise.
7. ADJUSTMENTS IN EVENT OF CHANGES IN STOCK. In the event of any change
in the Stock by reason of any stock dividend, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, or of any
similar change affecting the Stock, the number and class of shares or other
consideration which thereafter may be acquired upon exercise of the Options, the
Exercise Price, and any other terms of this Agreement which require adjustment
(including, without limitation, relating to the Stock or other securities, cash
or other consideration which mat be acquired upon exercise of the Options) shall
be appropriately adjusted consistent with such change.
8. NOTICES. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed to have been given or
made if in writing and delivered personally, delivered by reputable overnight
courier, or sent by registered or certified mail (postage prepaid, return
receipt requested) to the parties at the following addresses (or at such other
address as a party may specify by notice given pursuant to this Section):
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<PAGE>
If to the Optionor
Avalon Investments S.A.
c/o Peter E. Desjardins
1301 Arbift Tower, P.O. Box 5725
Dubai, United Arab Emirates
If to the Optionee
Mammoth Construction Company, Inc. Retirement Trust
Jack Jevne
1254 East Valley Road
Santa Barbara, CA 93108
and such notice or communications shall be deemed to have been given when
delivered personally, one day after being deposited with an overnight courier,
or three days after being mailed (with the first day of this three day period
being the day following mailing).
9. COUNTERPARTS. This Agreement may be executed simultaneously in
multiple counterparts, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument.
10. GOVERNING LAWS. This Agreement shall in all respects be construed in
accordance with and governed by the laws of the State of California, without
regard to choice of law principles. Each party irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the State of
California located in Santa Barbara County, CaLifornia and the U.S. District
Court located in and for the Central District of California (the "California
Courts") for any litigation arising out of or relating to this Agreement and the
transactions contemplated hereby and agrees not to commence any litigation
relating thereto except in California Courts, waives any objections to the
laying of venue of any such litigation in the California Courts and agrees not
to plead or claim in any California Court that such litigation has been brought
in an inconvenient forum. The prevailing party in such litigation shall be
entitled to attorneys' fees and costs.
11. AMENDMENT. Except as provided herein, this Agreement may be amended,
modified, or supplemented only by a writing signed by the Optionor and the
Optionee.
12. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of any successors of the Optionor and any authorized successors and
assigns of the Optionee.
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<PAGE>
The undersigned have caused this Agreement to be executed as of the date
first above written.
OPTIONOR /s/
------------------------------------
Peter E. Desjardins, President
Avalon Investments S.A.
OPTIONEE /s/
------------------------------------
Jack Jevne
Mammoth Construction Company, Inc. Retirement
Trust
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<PAGE>
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13D with respect to the beneficial ownership by the undersigned of
shares of Europe Cruises Corp. is being filed by Mammoth Construction Company,
Inc. Retirement Trust and Jack Jevne on behalf of the undersigned. Any
amendments to the Schedule 13D may be filed on behalf of the undersigned by
either or both of the undersigned.
Dated: September 9, 1997 MAMMOTH CONSTRUCTION COMPANY, INC.
RETIREMENT TRUST
By: /s/
---------------------------------
Jack Jevne, Trustee
/s/
---------------------------------
Jack Jevne
