SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 3)
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 241.14a-11(c) or
Section
240.14a-12
EUROPA CRUISES CORPORATION
(Name of Registrant as Specified In Its Charter)
PETER J. CATALANO, STEPHAN A. FITCH, ELIEZER BECHER & JERRY
C. MCCALL
(Name of Person(s) Filing Proxy Statement if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of
transaction
computed pursuant to Exchange Act Rule 0-11 (Set
forth the
amount on which the filing fee is calculated and
state how it
was determined):
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- ------------
4) Proposed maximum aggregate value of transaction:
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- ------------
5) Total fee paid:
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[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid
--------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE COMMITTEE TO IMPROVE STOCKHOLDER VALUE OF
EUROPA CRUISES CORPORATION
1412 BROADWAY, SUITE #2110
NEW YORK, NEW YORK 10018
PROXY STATEMENT OF THE COMMITTEE TO IMPROVE
STOCKHOLDER VALUE OF EUROPA CRUISES CORPORATION
IN OPPOSITION TO THE BOARD OF DIRECTORS
------------
Europa Cruises Corporation
Annual Meeting of Stockholders
Scheduled for April 18, 1997
------------
TO ALL STOCKHOLDERS OF EUROPA CRUISES CORPORATION:
This Proxy Statement is being furnished to holders
(the "Stockholders") of the Common Stock, par value $0.001 per
share (the "Common Stock"), of Europa Cruises Corporation
("Europa Cruises" or the "Company") in connection with the
solicitation of proxies by the Committee to Improve Stockholder
Value of Europa Cruises Corporation (the "Committee") for use in
connection with the Company's 1997 Annual Meeting which is
scheduled to be held at 9:00 a.m. on Friday, April 18, 1997 at
the North Redington Beach Hilton, 17120 Gulf Boulevard, North
Redington Beach, Florida 33708 or at any adjournments or
postponements thereof (the "Annual Meeting").
This Proxy Statement initially was filed in its
present preliminary form with the Securities and Exchange
Commission on March 18, 1997, and such preliminary form may be
furnished to Stockholders thereafter. No Proxy Card will be
furnished by the Committee until such time as a definitive form
of the Proxy Statement has been filed with the Securities and
Exchange Commission. The definitive form of this Proxy Statement
and the Proxy Card are intended to be sent to Stockholders on or
about March 21, 1997.
The members of the Committee are Peter J. Catalano,
Stephan A. Fitch, Eliezer Becher and Jerry Chalmers McCall, Ph.D.
In opposition to the present Board of Directors, the Committee is
seeking to solicit the proxies of Stockholders to be used: (i) to
vote FOR the election of Peter J. Catalano,
---
Stephan A. Fitch and John H. Glassey, Ed.D., as directors of the
Company to serve until their successors are duly elected and
qualified, who, as more fully described herein, intend, if
elected, to increase the size of the Board of Directors from
three to five and to appoint Paul Wells and Charles H. Reddien,
if he consents to serve, as directors (Messrs. Catalano, Fitch,
Glassey and Wells are referred to herein as the "Committee's
Slate"); and (ii) to vote in their discretion on such other
matters as may properly come before the meeting or any
adjournments or postponements thereof. Although she is not a
member of the Committee, Dana V. Catalano, Mr. Catalano's spouse,
has taken certain actions described herein and, pursuant to the
rules of the Securities and Exchange Commission, is deemed to be
a participant in this proxy solicitation.
The Committee is seeking your support to elect their
nominees to the Board of Directors. Except as otherwise noted
herein, the information concerning the Company has been taken
from or is based upon documents and records on file with the
Securities and Exchange Commission and other publicly available
information. The Committee does not take responsibility for the
accuracy or completeness of the information contained in such
documents and records, or for any failure by the Company to
disclose events that may affect the significance or accuracy of
any such information.
The Company has fixed the close of business on March
14, 1997 as the record date (the "Record Date") for the
determination of Stockholders entitled to notice of, and to vote
at, the Annual Meeting and any adjournments thereof. As of the
Record Date, there were said by the Company to be 27,108,854
shares of Common Stock, 926,000 shares of Series S Voting, Non-
convertible, Redeemable Preferred Stock (the "Series S Preferred
Stock") and 900,000 shares of Series S-NR Voting, Non-
convertible, Non-Redeemable Preferred Stock (collectively with
the Series S Preferred Stock, the "Voting Preferred Stock")
issued and outstanding and entitled to vote. Each share of Common
Stock and Voting Preferred Stock is entitled to one vote.
March 18, 1997
<PAGE>
IMPORTANT
Carefully review this Proxy Statement and the
enclosed materials. YOUR PROXY IS IMPORTANT. No matter how many
or how few shares you own, please vote FOR the Committee's Slate,
as set forth herein.
No Proxy Card will be furnished by the Committee
prior to such time as a definitive Proxy Statement has been filed
with the Securities and Exchange Commission. The Committee's
definitive Proxy Statement and Blue Proxy Card, are intended to
be released to Stockholders on or about March 21, 1997. Please
vote for the Committee's nominees by so indicating and by
signing, dating and mailing the Committee's BLUE Proxy Card,
promptly upon receipt, to the Committee in the postage-paid
envelope that will be delivered to you with the definitive Proxy
Statement. In order to vote for the Committee's Slate, you MUST
use the Committee's BLUE Proxy Card; you CANNOT use the Company's
WHITE Proxy Card to vote for the Committee's Slate.
IF YOU EXECUTE AND RETURN THE COMPANY'S WHITE PROXY
CARD, SUPPLIED TO YOU BY THE COMPANY'S BOARD OF DIRECTORS, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND
RETURNING THE COMMITTEE'S BLUE PROXY CARD. Remember, your latest
dated proxy determines your vote at the Annual Meeting.
If you own your shares in the name of a brokerage
firm, bank nominee or other institution, only they can vote your
shares of Common Stock. Accordingly, you should contact the
person responsible for your account and give instructions with
respect to the voting of your shares. YOUR BROKER CANNOT VOTE
YOUR SHARES UNLESS HE OR SHE RECEIVES YOUR SPECIFIC
INSTRUCTIONS.
IF YOU HAVE ANY QUESTIONS OR HAVE ANY DIFFICULTY
GRANTING PROXIES, YOU ARE INVITED TO CONTACT PETER J. CATALANO AT
(212) 398-2244.
SHARES REPRESENTED BY A VALID UNREVOKED BLUE PROXY CARD
WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, SHARES
REPRESENTED BY A BLUE PROXY CARD WILL BE VOTED FOR THE ELECTION
OF THE COMMITTEE'S NOMINEES AS DIRECTORS OF THE COMPANY AND WILL
BE VOTED IN THE DISCRETION OF THE PERSONS NAMED THEREIN ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. PROXIES
MAY BE REVOKED AT ANY TIME PROVIDED THAT A WRITTEN REVOCATION
WHICH CLEARLY IDENTIFIES THE PROXY BEING REVOKED IS EXECUTED AND
DELIVERED TO THE COMMITTEE, ATTENTION: PETER J. CATALANO, 1412
BROADWAY, SUITE #2110, NEW YORK, NEW YORK 10018 OR TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES,
EUROPA CRUISES CORPORATION, 150 153RD AVENUE, SUITE 200, MADEIRA
BEACH, FLORIDA 33708. A LATER DATED PROXY AUTOMATICALLY REVOKES
AN EARLIER DATED ONE. YOU MAY ALSO REVOKE ANY PROXY GIVEN BY
ATTENDING THE ANNUAL MEETING AND VOTING YOUR SHARES OF COMMON
STOCK.
BACKGROUND OF AND REASONS FOR THE PROXY SOLICITATION
The members of the Committee beneficially own an
aggregate of 484,235 shares of Common Stock, or 1.67% of the
total voting power of the Common Stock and the Voting Preferred
Stock said by the Company to be outstanding as of the Record Date
(adjusted to include 69,500 shares issuable pursuant to warrants
beneficially owned by Mr. Fitch); such beneficial ownership
includes 120,000 shares beneficially owned by Mr. Catalano and
his spouse, Ms. Catalano, as to which Mr. Catalano disclaims
personal beneficial ownership. The members of the Committee's
Slate beneficially own in the aggregate 189,500 shares of Common
Stock (all of which shares are beneficially owned by Mr. Catalano
and Mr. Fitch and are also included in the beneficial ownership
of the members of the Committee). Ms. Catalano, who is deemed a
participant in this solicitation, beneficially owns 120,000
shares of Common Stock (all of which shares are also included in
the beneficial ownership of the members of the Committee).
In addition to the interests reported above, Mr.
Fitch, an independent investment banker and member of the
Committee, was previously associated with an investment banking
firm engaged to assist the Company in a private placement of
securities and has continued to be interested in the affairs of
the Company.
Committee Concerns
- ------------------
The Committee is concerned with the business
circumstances and financial performance of the Company. Among
other things, the Committee believes that two of the Company's
three directors, Deborah A. Vitale, Esq. and Piers Hedley, have
little or no significant business experience in the gaming,
cruise ship and real estate businesses. The Company's results
raise questions about their ability to successfully manage the
operations of the Company. Ms. Vitale's principal business
background is as a trial attorney, and Mr. Hedley's principal
business background is in investment banking. The Committee also
questions whether Mr. Hedley, one of only three directors, can
play an active role in matters affecting this troubled Company
while residing full-time in England.
Other Committee concerns are described below.
Increase In Outstanding Shares
- ------------------------------
The number of outstanding shares of Common Stock has
grown from 14,485,266 shares in December 1992 to 27,108,854
shares said to be outstanding as of the Record Date, an increase
of 87%; if the additional 2,822,467 shares of preferred stock
(with an aggregate liquidation preference of $3,922,014) said to
have been issued during that period are also included, even on a
one-for-one basis, that increase is 107%. The Company also has
said that it issued a substantial number of stock options to its
employees, officers and directors, including 2,150,000 options
issued to its senior executive officers and directors. As
described in the table beginning on page 16, the current
directors of the Company presently hold only 9,770 outstanding
shares of Common Stock, or less than .05%, for their own account.
THE ADDITIONAL STOCK INTEREST REPORTED AS BENEFICIALLY OWNED BY
THE INCUMBENT BOARD MEMBERS CONSISTS ENTIRELY OF OPTIONS AND
WARRANTS GRANTED TO THEM BY THE BOARD AND 4,750,000 SHARES SAID
TO BE HELD BY THE EUROPA CRUISES EMPLOYEE STOCK OWNERSHIP PLAN,
TRUST AGREEMENT (THE "ESOP") THE BOARD CREATED WITH CERTAIN OF
ITS MEMBERS AS TRUSTEES.
The Committee believes that the increase in
outstanding shares and the options granted to insiders have had a
significant dilutive effect on the Stockholders. In addition, the
Company has suffered significant losses in three of the last four
completed fiscal years (although it has shown a modest profit
through September 1996). In the only year during such period that
the Company did not suffer a loss (1994), the profit was achieved
through a one-time $2.25 million gain on the exercise of an
option to purchase, and subsequent sale of, gaming land in
Biloxi, Mississippi.
Decline In Stock Price
- ----------------------
From its October 1992 high of $5.69 per share, the
price of the Common Stock declined by 87% to its year-end 1996
price of $0.75 per share. The graph below dramatically
illustrates the year-end closing prices of the Common Stock since
1992.
[Bar Graph Showing Year-End Closing Prices of the Company's
Common Stock]
<TABLE>
<CAPTION>
<S> <C>
Closing Price
12/31/92 $3.75
12/31/93 $1.38
12/30/94 $1.19
12/29/95 $0.69
12/31/96 $0.75
</TABLE>
The Committee believes that the Common Stock is
undervalued and that the Company should take steps to address
this and other concerns. In the Committee's view, the Company's
continuing losses, substantial stock issuances and option grants,
and the lack of a clearly articulated business plan, have led to
an absence of Stockholder confidence in the Company's
management.
Failure to Hold Annual Meetings
- -------------------------------
The Committee has been concerned that the Company
has not held a meeting of Stockholders for the election of
directors in more than two years; the last such meeting was held
in November 1994. Two of the three current directors of the
Company were neither elected nor confirmed by the vote of the
Stockholders; Lester E. Bullock was appointed a director by the
Board of Directors two years ago in March 1995 and Piers Hedley
was similarly appointed in November 1995. The Committee believes
that, among other things, it is generally inappropriate for a
director of a public company not originally elected by
Stockholders to serve for an extended period in the absence of a
confirming Stockholder vote.
Ms. Catalano instituted an action on January 8, 1997
in the Court of Chancery of the State of Delaware pursuant to
Section 211 of the Delaware General Corporation Law requesting
that the Court compel the Company promptly to hold an annual
meeting of Stockholders. Ms. Catalano and the Company settled
that action pursuant to a Stipulation and Order of the Court of
Chancery on February 12, 1997, agreeing that this Annual Meeting
of Stockholders would be held on April 18, 1997 and that the
Record Date would be March 14, 1997. Ms. Catalano also delivered
to the Company a demand pursuant to Section 220 of such
Corporation Law requesting inspection of certain books and
records of the Company, including a list of Stockholders of the
Company to permit communication with other Stockholders on
matters relating to their interest as Stockholders and their
investment in the Company, including communications with other
Stockholders in connection with the election of directors of the
Company at the 1997 Annual Meeting, and the possible solicitation
of proxies in connection therewith in accordance with applicable
law. On March 17, 1997, certain of the requested records,
including a list of record holders, were provided to Ms.
Catalano.
Other Disturbing Business Developments
- --------------------------------------
In a recent example of the failings of the Company's
current management, reported in the St. Petersburg Times on
February 2, 1997 and on March 12, 1997, Europa Cruises launched
its 250-passenger cruise ship, the STARDANCER, in Tierra Verde,
Florida, and was promptly forced to stop operating because the
Company had failed to obtain the necessary local permits. The
Company would also be required to pay an estimated transportation
impact fee of $42,210, according to the Pinellas county
development review services manager. According to the March 12
article, Europa Cruises had already lost $200,000 in this project
in the six weeks the STARDANCER had sat idle; the Committee does
not know whether this figure includes the transportation impact
fee. The article quotes Mr. Bullock as stating that the incident
"is costing us a fortune." Other incidents include (1) the
February 1993 and March 1994 announcements of, and subsequent
failure to pursue and consummate, a spin-off of the Company's
Casino World, Inc. subsidiary, which owns the Diamondhead,
Mississippi gaming property, (2) the March 1994 announcement of,
and subsequent failure to consummate, an agreement to form a
joint venture with the Trump Organization to develop the
Diamondhead project, and (3) the August 1995 seizure of the
Company's three cruise ships by its creditors.
Employee Stock Ownership Plan
- -----------------------------
The Committee also has considered the Company's
reported establishment and maintenance of the ESOP (which is
currently said to hold 4.75 million shares of Common Stock that
have not been allocated to the accounts of employees), including
its highly leveraged nature; the ESOP was funded in August 1994
by two loans from the Company, aggregating $7.455 million.
Although such plans are theoretically intended for the benefit of
employees, they can have the effect of entrenching management,
especially where, as with the Company, only inside directors
serve as trustees, and only a fraction of the shares said to have
been issued to the ESOP are allocated to employee accounts. In
fact, since the ESOP was reportedly established in 1994, only in
1995 were shares allocated to the accounts of employees - the
----
intended beneficiaries of such a plan. Voting power over all of
those unallocated shares is reported by Ms. Vitale and Mr.
Bullock.
Summary
- -------
The Committee to Improve Stockholder Value of Europa
Cruises Corporation was formed to seek and share information
regarding the Company, to pursue discussions of mutual concerns
and to discuss and consider whether to pursue discussions with,
or make recommendations to, the Company's management, as well as
what other steps might be appropriate in the interests of the
Company and its Stockholders. The Committee has reviewed and
discussed the Company's reports filed with the Securities and
Exchange Commission, other publicly available information
regarding the Company, and information obtained by members of the
Committee from the financial community and from the Company and
its officers. The Committee has considered the views of its
members, based on contacts with the financial community, as to
the level of perceived Stockholder dissatisfaction with the
Company, and discussed its members' own dissatisfaction with the
performance of the Company and certain of the Company's policies,
including the dramatic increase in the number of outstanding
shares of capital stock, the substantial stock options granted to
the Company's management while the Company's results have
languished, the reported establishment of an ESOP, and certain of
the other business developments described above, as well as
certain of the Company's financial practices, including the
decision in 1995 to change from the accrual method of accounting
for major repairs and maintenance in dry-dock to the deferral
method (thereby reducing the Company's stated 1995 net loss by
approximately $175,000 and reducing the Company's stated 1995 net
loss before cumulative effect of the change in accounting
principle by approximately $40,000).
In sum, the Committee has determined that it does
not have confidence that Europa Cruises' Board of Directors as
presently constituted can be relied upon to maximize the value of
the Company's shares.
The Committee's Slate is Committed to
Europa Cruises Stockholders
- -------------------------------------
The members of the Committee's Slate are committed, if
elected, to review the Company's affairs in detail and take such
action as they deem advisable and in the best interest of
Stockholders with a view to improving Stockholder value.
Specifically, the Committee's goals are:
1. To improve the operating profitability of Europa Cruises,
and thereby improve the value of the Common Stock, and to this
end expand the Board to include individuals with extensive
additional experience in the real estate, gaming and cruise
businesses, capable of improving the profitability of existing
operations and developing or acquiring profitable new operations.
2. To successfully pursue development of the Company's
Diamondhead, Mississippi property as a casino resort and hotel
with a view toward maximizing Stockholder value.
If elected, the Committee's Slate is committed to
working to provide maximum value for you -- the owners of the
Company. The Committee's Slate is committed to exploring and, to
the extent possible, implementing the goals described above. If
elected, the Committee's Slate intends to commence immediately a
thorough review of the Company's financial condition, accounting
practices and operating policies; the actions of the Committee's
Slate will depend largely upon the results of such review. In
that regard, the Committee anticipates that Dr. Glassey's
experience as part of the management team that led Merv Griffin's
Resorts Casino Hotel out of bankruptcy in less than one year
would be of great benefit to the Company. The Committee's Slate
will endeavor to prepare a comprehensive business plan, keep the
financial community and the Stockholders timely and accurately
advised of significant Company developments, and foster friendly,
positive relations with the Stockholders.
Prospects for Europa Cruises
- ----------------------------
The Committee's Slate also intends, if elected, to
restructure the Company by creating two separate divisions within
the parent company. The Cruise Ship Division will operate the
vessels and related facilities, and the Casino Division will
operate both land-based and ship casinos. The Committee's Slate
believes accountability is essential, and managers will be
compensated on the basis of the performance of their division and
the Company as a whole. The Committee's Slate strongly believes
that the "cruise-to-nowhere" business is an under-exploited
opportunity and a potentially profitable niche market. The Cruise
Ship Division will investigate, among other things, redeployment
of vessels to more lucrative markets, upgrade of existing ships,
substantial expansion of the Company's fleet, improvement of
player tracking systems, and implementation of busing programs.
The Casino Division will explore riverboat, land-based and Indian
gaming opportunities. The Committee's Slate expects to utilize
the talents of its members to achieve this restructuring, while
conserving resources and controlling overhead.
Mr. Catalano and Dr. McCall, along with Mr. Reddien,
if he consents to serve, will be installed as the directors of
Casino World, Inc. and Mississippi Gaming Corporation, the
Company's subsidiaries responsible for the development of the
Diamondhead, Mississippi project. The Committee believes that the
collective experience of Messrs. Catalano and Reddien and Dr.
McCall in real estate, gaming and general business operations, as
well as Dr. McCall's familiarity with the region and Mr.
Reddien's familiarity with the project, make them well-equipped
for the task of overseeing the development of this property. Mr.
Reddien lives in Mississippi and has devoted substantial effort
during the past two years to winning the necessary permits for
developing this project; these efforts laid the groundwork for
any transaction involving the Diamondhead property. In the event
that Mr. Reddien declines to serve, the Committee anticipates
that Dr. Glassey would serve with Mr. Catalano and Dr. McCall to
oversee the development of that project.
Hilton Negotiation on Diamondhead, Mississippi Project
- ------------------------------------------------------
The Company has announced a 180-day exclusive
negotiating agreement with Hilton Gaming Corp., for which the
Company has received $400,000. The contemplated joint venture,
if consummated, would give Hilton majority ownership, control and
management of the 404 acre Diamondhead project. The Committee is
very concerned that this highly valued asset be properly
developed and its value maximized for the benefit of
Stockholders. The Committee does not have enough information to
determine whether the proposed joint venture is in the best
interests of the Stockholders. The Committee believes that the
change in management resulting from election of the Committee's
Slate should have a positive effect on the Diamondhead project,
allowing the negotiation with Hilton to proceed with business-
oriented individuals who understand the issues arising in casino
resort development. The Committee also believes that, should Mr.
Reddien agree to serve with the Committee's Slate, his great
experience in the development of this project, including his
responsibility for obtaining the necessary permits, will be of
great benefit.
THE COMMITTEE AND ITS SLATE
The members of the Committee are Peter J. Catalano,
Stephan A. Fitch, Eliezer Becher and Jerry Chalmers McCall, Ph.D.
Information concerning the Committee's members and Dana V.
Catalano (who, as previously described, is deemed to be a
participant in this solicitation), including their business
addresses, relationships to one another, and beneficial ownership
of securities of the Company, is set forth herein and on Appendix
A hereto. Other than as set forth herein, neither the members of
the Committee, the members of the Committee's Slate, nor any
other participant in this solicitation has any interest in the
matters to be voted upon at the Annual Meeting, other than their
interest as Stockholders.
According to the Company's Proxy Statement filed in
respect of this Annual Meeting, the Board of Directors of the
Company has fixed the number of directors at three. The
Company's bylaws grant authority to the Board of Directors to (i)
fix by resolution the number of directors of the Company at a
number between three and ten, and (ii) to fill any vacancy
resulting from such increase. The Committee's nominees for
membership on the Company's Board of Directors are Peter J.
Catalano, Stephan A. Fitch, John H. Glassey, Ed.D. and Paul
Wells. Pursuant to this Proxy Statement, the Committee will
solicit proxies to vote for the election as directors of Messrs.
Catalano and Fitch and Dr. Glassey. If elected, at the first
meeting of the board of directors, which they intend to hold
immediately after the Annual Meeting, Messrs. Catalano and Fitch
and Dr. Glassey intend to increase the number of directors of the
Company to five and appoint Mr. Wells as a director, thereby
filling one of the vacancies created. They then intend to invite
Charles H. Reddien to serve as a director and, if he consents to
serve, to appoint Mr. Reddien to fill the remaining vacancy. Mr.
Reddien is currently President and a director of Casino World,
Inc. and Mississippi Gaming Corporation, both of which are
subsidiaries of the Company; prior to February 14, 1997, Mr.
Reddien was also Chairman of such subsidiaries. Mr. Reddien has
not yet consented to serve as a director along with the
Committee's Slate, and there can be no assurance that he will
consent to so serve. Each of Messrs. Catalano, Fitch, Glassey
and Wells has consented to serve as a director if elected and
intends to discharge his duties as director of the Company in
compliance with all applicable legal requirements, including the
general fiduciary obligations imposed upon directors of a
corporation.
The term of each director elected at the 1997 Annual
Meeting will be until the next Annual Meeting of Stockholders or
until his or her successor is duly elected and qualified. The
Committee has no reason to believe any of its nominees will be
disqualified or unable or unwilling to serve if elected.
However, in the event that any of the Committee's nominees should
become unavailable for any reason, proxies may be voted for
another person nominated by the Committee to fill the vacancy.
Except as described herein, there are no arrangements or
understandings between any nominee and any other person pursuant
to which he was selected as a nominee.
Set forth below is the age, principal occupation,
directorships and beneficial ownership of Common Stock of each
member of the Committee's Slate, and to the extent known by the
Committee, certain information regarding Mr. Reddien, as of the
Record Date. The information set forth below for Mr. Reddien has
been drawn from the Company's preliminary proxy statement filed
with the Securities Commission in respect of this Annual Meeting.
The members of the Committee and the Committee's Slate and,
according such preliminary proxy statement, Mr. Reddien, do not
own any shares of the Company's Voting Preferred Stock.
<TABLE>
<S> <C> <C> <C>
Present Principal Number of Perce
Occupation and Principal Shares of nt
Name, Business Occupations During the Common Stock of
Address & Age Last Five Years; Beneficially Stock(1)
-------------- Directorships Owned
------------------------ -------------- --------
--- -
Peter J. Catalano, 55 President, Catalano
120,000(2)<
0.41%
1412 Broadway, Realty Corp. (real /R>
Suite 2110 estate acquisition,
New York, NY 10018 development, management
and brokerage) since
March 1995; President,
Catalano Asset Advisors,
Inc. (financial
consulting) since March
1995; and Chairman, U-
Bet Cruises & Casinos,
Inc. (cruise ship and
gaming operations) since
August 1995. Mr.
Catalano was Chairman
and Chief Operating
Officer of Gold Star
International, Inc.
(cruise ship and gaming
operations) from 1992 to
December 1994. From 1992
until its acquisition in
July 1993, Mr. Catalano
was a director of a New
York Stock Exchange
listed company, Belding
Heminway Company, Inc.
(manufacturing of
threads, yarns and
fabrics). In addition,
Mr. Catalano has been a
principal in several
real estate acquisition,
development, management
and brokerage firms,
including serving as
President of Catalano-
Kornblum Development
Corp. from 1978 to 1995,
and has served since
1985 as Vice President,
WHI Inc. (hotel and
hospitality).[/R]
Stephan A. Fitch, 38 Independent
69,500(3)</
0.24%
555 South Barrington Investment Banker since R>
Avenue, #414 January 1996. From 1992
Los Angeles, CA 90049 to January 1996, Mr.
Fitch was Executive Vice
President of New World
Capital Inc., an
investment banking firm;
prior to December 1992,
Mr. Fitch was co-founder
and Senior Partner of
Somerset Group Ltd., a
private investment
banking company (with
which Charles H. Reddien
was also
affiliated).[/R]
John H. Glassey,
Vice President, ---- ----
Ed.D., 49 Corporate Development,
Bayport One, Suite 300 Luciani and Associates,
Yacht Club Drive LLC (casino management,
West Atlantic City, NJ development, design and
08232 consultation) since
December 1995. Dr.
Glassey was Vice
President, Corporate
Development, American
Gaming and
Entertainment, Ltd.
(casino management,
development, design and
consultation) from April
1993 to December 1995;
Special Assistant to the
President, Foxwoods
Resort Casino (casino)
from 1992 to 1993; and
Vice President,
Executive Director-
Marketing, Merv
Griffin's Resorts Casino
Hotel (casino), from
1990 to 1991. During
1992 and 1993, Dr.
Glassey directed the
launching of the CROWN
EMPRESS, the first U.S
flagged cruise ship to
operate in the Florida
daily cruise market.
Prior to 1991, Dr.
Glassey served in
several marketing
positions in the gaming,
cruise and entertainment
industries, including
serving for seven years
as Director of
Operations for the
Eastern and Caribbean
sectors of Paulson
Casino Gaming Co., Inc.
(gaming supplies), and
as a marketing
consultant to Norwegian
Cruise Lines and Gemaco
Playing Card Company. In
addition to being
successfully reviewed
for gaming licenses in
several states, Dr.
Glassey has held a key-
executive license in New
Jersey, which is
recognized as the
benchmark license in the
gaming industry. [/R]
Paul Wells, 46
Management consultant ---- ----
2430 N.E. 199th Street since December 1994. Mr.
North Miami Beach, Wells was President,
Florida 33180 Gold Star Cruises of
Galveston L.C. (cruise
ship and gaming
operations) from January
1992 to December 1994;
Vice President of
Corporate Development,
Fraser Maritime
Services, Inc. (food
services; development of
maritime business
opportunities) from
January 1990 to December
1993; Principal,
National Maritime, Inc.
(development and sale of
U.S. flag vessels) from
December 1986 to
December 1989; Vice
President of Operations,
director and founder,
Regency Cruises, Inc., a
publicly traded company
in the over the counter
market (cruise ship
operations) from
September 1984 to
December 1986; and
President and founder,
Adventure Cruise Lines,
USA (development,
construction and
marketing of U.S. flag
passenger vessels) from
1984 to 1986. Prior to
1984, Mr. Wells was
involved in the
fiberglass pleasure boat
manufacturing business,
and in cruise ship
operations, including
serving from 1972 to
1977 as Assistant Vice
President of Operations
for Carnival Cruise
Lines, Inc. (cruise ship
operations).[/R]
Charles H. Reddien, 51 President, a
307,500(4)<
1.05%
5403 Indian Hill Director, and, prior to /R>
Boulevard February 14, 1997,
Diamondhead, MS 39525 Chairman of the Board of
Directors, Casino World,
Inc. and Mississippi
Gaming Corporation, each
a subsidiary of the
Company, since March 7,
1993; President and
Chief Executive Officer
and Chairman of the
Board of Directors of
the Company from
December 14, 1992 until
July 18, 1994; managing
Partner, President and a
Director of Somerset
Group Ltd., a private
investment banking
company, from November
1988 until December
1992; consultant to
worldwide casino
operator, Casinos
Austria International,
and Vice President,
Secretary and Director
of Casinos America
Corporation, a
subsidiary of Casinos
Austria Holding Company,
from inception until
October 1992. Mr.
Reddien is an attorney
licensed to practice law
in California and
Colorado and holds a key-
gaming license in
Colorado. Mr. Reddien
resigned from the Board
of Europa Cruises in
July 1994.[/R]
</TABLE>
[FN]
(1) The issued and outstanding Common Stock and Voting
Preferred Stock said by the Company to be outstanding as of the
Record Date have been combined for purposes of determining the
percentage of stock.
(2) Includes 120,000 shares of Common Stock owned by Mr.
Catalano's wife, Dana V. Catalano, as to which Mr. Catalano
disclaims personal beneficial ownership.
(3) Represents Mr. Fitch's interest in approximately one-
third of the 208,500 warrants to purchase Common Stock of the
Company which the Company has issued or is obligated to issue to
New World Capital Markets, Inc. or NWCM Ltd. in connection with
the engagement of NWCM Ltd. for certain securities offerings made
in reliance on Regulation S during 1994. The remainder of such
interest is held one-third by G. Wendall Birkhofer and one-third
by Piers Hedley, a director of the Company. Such warrants have an
exercise price of $1.933 per share and an expiration date of June
30, 1997; an additional 145,000 warrants issued or issuable in
connection with the same transaction, which had an exercise price
of $1.50 per share, expired on February 28, 1997.
(4) Includes 7,500 shares of Common Stock owned by Mr.
Reddien; and 300,000 shares of Common Stock issuable upon
exercise of options exercisable within sixty days.
[/FN]
Set forth below is the name, principal occupation or
employment, principal business and address of any corporation or
other organization in which such employment is carried on, and
beneficial ownership of each member of the Committee who is not a
member of the Committee's Slate and each other person who may be
deemed a participant in this solicitation.
<TABLE>
<S> <C> <C> <C>
Present Principal Number of Perce
Occupation and Address of Shares of nt
Name Corporation or Other Common Stock of
---- Organization Beneficially Stock(5)
------------------------- Owned
--- --------------- -------
---
Jerry Chalmers McCall, Director, National Data 219,735
0.76%
Ph.D. Buoy Center Building [/R]
1100, Stennis Space
Center, MS 39529
(automated weather
measuring systems);
Owner, American Mini
Storage Co., 2550 Pass
Road, Gulfport, MS 39501
(storage facilities).
Eliezer Becher Management Consultant, 75,000 0.26%
Becher & Co., 137 North
Riverside Avenue, Croton-
on-Hudson, NY 10520.
Dana V. Catalano President, DVC Reiki Inc. 120,000 0.41%
(alternative medicine),
1412 Broadway, Suite
#2110, New York, New York
10018; President, DVC
Productions Inc.
(entertainment and media
productions), 1412
Broadway, Suite #2110,
New York, New York 10018.
All Members of the
414,735 1.43%
Committee and Other
Participants as a
Group[/R]
</TABLE>
[FN]
(5) The issued and outstanding Common Stock and Voting
Preferred Stock said by the Company to be outstanding as of the
Record Date have been combined for purposes of determining the
percentage of stock.
[/FN]
As required by the rules of the Securities and
Exchange Commission, all transactions in securities of the
Company engaged in by any member of the Committee, the
Committee's Slate or Ms. Catalano during the past two years are
summarized on Appendix A. The members of the Committee, the
Committee's Slate and Ms. Catalano are not the record owners of
any securities of the Company that they do not also own
beneficially.
Except as described in Note (3) above, no member of
the Committee or of the Committee's Slate is, or was within the
past year, a party to any contract, arrangement or understanding
with any person with respect to any securities of the Company.
No member of the Committee, the Committee's Slate or Ms.
Catalano, or, to the knowledge of the Committee, any associates
of the foregoing has any arrangement or understanding with
respect to any future employment by the Company or its
affiliates, and no such person has any arrangement or
understanding with respect to any future transactions to which
the Company or any of its affiliates will or may be a party.
Among other business activities, certain real estate
partnerships of which Mr. Catalano was one of two general
partners (along with sophisticated limited partners experienced
in such investments) -- Grammercy Twins Associates, 304 Park
Avenue Associates, 14 West 23rd Street Associates, 24 East 23rd
Street Associates, and 1412 Broadway Associates -- voluntarily
filed for protection under Chapter 11 (Reorganization) of the
United States Bankruptcy Code in August 1992, November 1993,
October 1994, October 1994, and December 1995, respectively, as a
result of several downturns in the real estate market.
Mr. Catalano, a real estate developer, licensed
architect and real estate broker, has been involved in the
acquisition, development, and management of real estate,
principally in New York City, for over 20 years, and managed,
either as a general partner of various real estate partnerships
or as an individual, a portfolio of real estate consisting at its
peak in 1988 of approximately 1.2 million square feet of
commercial office space having an estimated value of $200
million. In the face of the precipitous decline in the New York
commercial real estate markets during the late 1980s and early
1990s, with midtown-south commercial vacancy rates reaching 18.3%
in March 1993, a 68% increase from March 1989, and office rents
during the same period declining 18.6%, the partnerships
mentioned, like many other such ventures, experienced difficulty
refinancing their debt, and therefore determined to seek
protection under the federal bankruptcy laws. In each case, the
proceedings were settled amicably with the lending institutions
accepting a deed in lieu of foreclosure for the relevant
property.
Mr. Catalano maintained personal guarantees in
excess of $12 million for the benefit of various lenders to his
real estate investments, of which $7 million was jointly
guaranteed by his former partner. In the course of settlement
negotiations with several such lenders, Mr. Catalano was advised
that his former partner was "judgment-proof," and in July 1996,
so as not to bear an unfair portion of the costs of those
settlements, Mr. Catalano filed as an individual for protection
of his assets under Chapter 11 (Reorganization) of the Bankruptcy
Code, which petition is currently pending. Mr. Catalano has
submitted a plan of reorganization to satisfy the claims of his
creditors, and believes that this plan will be approved. The
Committee believes that it is well-known that the late 1980s and
early 1990s were difficult times for sophisticated real estate
entrepreneurs, Mr. Catalano not excepted, and many prominent real
estate professionals were subject to financial reorganizations
arising from the real estate markets during this period. Mr.
Catalano continues to maintain equity interests in real
estate.
Mr. Catalano was founder and Chairman of the Board
of Gold Star International, Inc. ("Gold Star International"),
which entered into a joint venture with Fraser Maritime Services,
Inc., of which Mr. Wells was Vice President, and thereby became
the owner of 68% of the equity of Gold Star Cruises of Galveston,
L.C. (the "Galveston Joint Venture"). The Galveston Joint Venture
began operations in the "cruise-to-nowhere" casino gaming
business in November 1993. Through the efforts of its founder and
President, Mr. Wells, it was granted a right of first refusal to
operate dockside casinos on all Galveston Wharves properties, and
the City Council of Galveston endorsed the Galveston Joint
Venture as the City's chosen casino operator in the event that
gambling was legalized in Texas. Gold Star International also
intended to build a dock-side casino and hotel complex in Kemah,
Texas. The success of these Texas initiatives by Gold Star
International and the Galveston Joint Venture was largely
dependent upon state lawmakers passing gaming legislation.
Unfortunately, by October 1994, the outlook for gaming
legislation in Texas was bleak and by early 1995, the Senate
State Affairs Committee had rejected the proposal. Given that
decision, and intense competition from the gaming operations
established by Players International in nearby Lake Charles,
Louisiana, at the initiative of Gold Star International and its
joint venture partner, the Galveston Joint Venture voluntarily
filed for protection under Chapter 11 of the federal bankruptcy
laws; the proceeding was converted on June 8, 1995 to a
proceeding under Chapter 7 (Liquidation).
Although Gold Star International has withdrawn its
operations from Texas, it continues through its subsidiary
Goldstar Casinos Inc. to operate casinos aboard five vessels -
three harbored in Florida, one in Nova Scotia, and one in New
York City.
In 1989, Merv Griffin's Resorts Casino Hotel entered
bankruptcy and thereafter, in 1990, Dr. Glassey was brought in as
part of an experienced team that brought that project out of
bankruptcy in less than one year (notwithstanding the strong
competition that the aging physical plant confronted from brand
new casino facilities on the Atlantic City boardwalk). The next
assignment for that team was to develop a start-up casino
operating on an Indian Reservation in Ledyard, Connecticut. By
1993 year-end, the Foxwoods Resort Casino was the largest casino
in the western hemisphere and, according to industry estimates
cited in the New York Times, the most profitable casino in the
world.
In April 1993, that same team entered into long-term
contracts to take over the management of struggling Gamma
International Ltd., now American Gaming & Entertainment Ltd., and
to help that company develop casino ventures; Bennett Holdings,
Inc., now Shamrock Holdings Group, Inc., was the largest
shareholder of Gamma International. After losing $8.8 million in
1992 alone, Gamma's independent auditors, Ernst & Young, had
expressed "doubt about the company's ability to continue as a
going concern." At the time the team was hired, an entity
related to Bennett Holdings, Inc., Bennett Funding Group, Inc.
("Bennett Funding") agreed to provide $2 million in additional
working capital and to expand its pre-existing project financing
line of credit from $50 million to $75 million to implement a
five-year development and expansion plan. After a three-month in-
house review, two projects were selected for development, a
stalled dockside operation in Biloxi, Mississippi (later to be
known as Gold Shore Casino) and a start-up casino operation in
Melbourne, Australia, the Crown Casino. (The latter project, to
which Dr. Glassey was assigned, was successfully developed and
was, at that time, Australia's largest and most successful
casino; Dr. Glassey had no further involvement with the Gold
Shore project after the initial decision to develop that
project). Gamma International had a history of insufficient
liquidity and was dependent upon Bennett Holdings, Inc. and
certain related entities, including Bennett Funding, for both
working capital and projected related financing. Bennett Funding
did not provide the agreed-upon funding, and in 1995, when it
became apparent that without the contemplated funding the five-
year plan could not be achieved, the team negotiated a
termination of their contracts. According to American Gaming's
most recent report on Form 10-QSB, two of its wholly owned
subsidiaries, AMGAM Associates, a Mississippi partnership, and
American Gaming and Resorts of Mississippi, Inc., a Mississippi
corporation, were in bankruptcy proceedings under Chapter 11 and
expected to be imminently liquidated. Bennett Funding and a
related entity were charged by the Securities and Exchange
Commission with securities fraud on March 28, 1996, and on March
29, 1996, filed for protection under the federal bankruptcy
laws.
Dr. Glassey is very active in gaming industry
projects, including, once again serving as part of the team
retained by Foxwoods Resort Casino to oversee a substantial
development and expansion project.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial
ownership of the Company's capital stock as of the Record Date of
the directors, executive officers and certain persons believed by
the Committee to be the beneficial owners of more than five
percent of any class of the Company's securities.
NOTE THAT, CONSISTENT WITH THE COMPANY'S OWN
PRELIMINARY PROXY STATEMENT, THE 4.75 MILLION UNALLOCATED SHARES
SAID TO BE HELD BY THE COMPANY'S ESOP APPEAR MULTIPLE TIMES, AS
BENEFICIALLY OWNED BY BOTH MS. VITALE AND MR. BULLOCK, BY THE
OFFICERS AND DIRECTORS OF THE COMPANY IN THE AGGREGATE, AND BY
THE ESOP ITSELF. MS. VITALE AND MR. BULLOCK ARE REPORTED TO BE
THE TRUSTEES OF THE ESOP AND, ACCORDING TO THE COMPANY, ARE
ENTITLED TO VOTE THE UNALLOCATED SHARES SAID TO BE HELD BY THE
ESOP. AS TO ANY SUCH SHARES, TRUSTEES ARE, AMONG OTHER THINGS,
REQUIRED TO VOTE IN A MANNER CONSISTENT WITH THE FIDUCIARY DUTIES
IMPOSED BY THE EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS
AMENDED ("ERISA").
IN ADDITION, SHARE OWNERSHIP FOR MS. VITALE INCLUDES
NOT ONLY THE 3,500 OUTSTANDING SHARES OWNED BY HER BUT ALSO
1,000,000 UNISSUED SHARES SUBJECT TO STOCK OPTIONS GRANTED TO HER
BY THE COMPANY; SHARE OWNERSHIP FOR MR. BULLOCK INCLUDES NOT ONLY
THE 6,270 OUTSTANDING SHARES ALLOCATED TO HIM UNDER THE ESOP BUT
ALSO 550,000 UNISSUED SHARES SUBJECT TO STOCK OPTIONS GRANTED TO
HIM BY THE COMPANY; AND SHARE OWNERSHIP FOR MR. HEDLEY INCLUDES 0
OUTSTANDING SHARES OWNED BY HIM, 250,000 UNISSUED SHARES SUBJECT
TO STOCK OPTIONS GRANTED TO HIM BY THE COMPANY, AND 79,500
UNISSUED SHARES SUBJECT TO WARRANTS ISSUED OR TO BE ISSUED BY THE
COMPANY. SHARE OWNERSHIP SHOWN FOR MESSRS. WALTER AND REDDIEN
AND FOR MS. GLADSTONE ALSO INCLUDES SIGNIFICANT UNISSUED SHARES
SUBJECT TO OPTIONS GRANTED BY THE COMPANY. SUCH OPTIONS OR
WARRANTS DO NOT REPRESENT SHARES ISSUED, PAID FOR AND ENTITLED TO
VOTE AT THE ANNUAL MEETING UNLESS SUCH OPTIONS OR WARRANTS HAVE
BEEN DULY EXERCISED PRIOR TO THE RECORD DATE.
<TABLE>
<S> <C> <C>
Percent
Name and Address Amount and Nature of of
Of Beneficial Owner Beneficial Ownership Class(6)
------------------- -------------------- ------
Sole Voting Shared
Power Voting
----- Power Total
----- -----
<S> <C> <C> <C> <C>
Ernst G. Walter 3,316,334(7 ---- 3,316,334(7 11.38%(7)
Serco International ) )
Limited
Austroinvest
International
Gaming Invest
Corporation
P.O. Box - 15 A-9010
Klagenfurt, Austria
Europa Cruises ---- 4,750,000(8 4,750,000(8 16.42%(8)
Corporation ) )
Employee Stock
Ownership Plan-Trust
Agreement
150-153rd Avenue
Madeira Beach, FL 33708
Lester E. Bullock 556,270(9) 4,750,000(8 5,306,270(9 18.00%(9)
President and director ) )
150-153rd Avenue
Madeira Beach, FL 33708
Deborah A. Vitale, 1,003,000(1 4,750,000(8 5,753,500(1 19.22%(10
Esquire 0) ) 0) )
Chairman of the Board
and
Secretary
1013 Princess Street
Alexandria, VA 22314
Piers Hedley 329,500(11) ---- 329,500(11) 1.13%(11)
Director
7 Downing Close
Sutton Lane Ends
Macclesfield, Cheshire,
England
Debra Gladstone 67,045(12) ---- 67,045(12) 0.23%(12)
Chief Financial Officer
150-153rd Avenue
Madeira Beach, FL 33708
Charles H. Reddien 307,500(13) ---- 307,500(13) 1.05%(13)
President and a
director of
Casino World, Inc. and
Mississippi Gaming
Corporation
150-153rd Avenue
Madeira Beach, FL 33708
All directors and 2,263,315(1 4,750,000(8 7,013,815(1 22.51%(14
executive 4) ) 4) )
officers as a group
(5 persons)
</TABLE>
[FN]
(6) The issued and outstanding Common Stock and Voting
Preferred Stock said by the Company to be outstanding as of the
Record Date have been combined for purposes of determining the
percentage of stock.
(7) The beneficial ownership reported for Dr. Walter, Serco
International Limited, Austroinvest International and Gaming
Invest Corporation includes 900,000 Shares of Series S-NR Voting,
Non-convertible, Non-Redeemable Preferred Stock and 1,090,334
shares of Common Stock owned by Serco International Limited;
926,000 shares of Series S Preferred Stock owned by Austroinvest
International Limited; 200,000 shares of Common Stock owned by
Gaming Invest Corporation; and 200,000 shares of Common Stock
issuable to Dr. Walter upon exercise of options exercisable
within sixty days. According to the Company, Serco International
Limited, Austroinvest International Limited and Gaming Invest
Corporation are affiliated entities, and Dr. Walter is believed
to be the sole director of each company.
(8) Represents the reportedly unallocated portion of the
Common Stock said to be held by the ESOP. According to the
Company, Ms. Vitale and Mr. Bullock are the trustees of the ESOP
and are entitled to vote such shares; therefore, they are also
reported to have shared power to vote such shares. Trustees are,
among other things, required to vote in a manner consistent with
the fiduciary duties imposed by ERISA.
(9) The beneficial ownership reported for Mr. Bullock
includes 6,270 shares of Common Stock allocated to Mr. Bullock
under the ESOP; 550,000 shares of Common Stock issuable upon
exercise of options exercisable within sixty days; and 4,750,000
shares said to be held by the ESOP and not allocated to the
accounts of participants therein. According to the Company, Ms.
Vitale and Mr. Bullock are the trustees of the ESOP and are
entitled to vote such shares; therefore, they are reported to
have shared power to vote such shares. Trustees are, among other
things, required to vote in a manner consistent with the
fiduciary duties imposed by ERISA.
(10) The beneficial ownership reported for Ms. Vitale
includes 3,500 shares of Common Stock owned by Ms. Vitale;
1,000,000 shares of Common Stock issuable upon exercise of
options exercisable within sixty days; and 4,750,000 shares said
to be held by the ESOP and not allocated to the accounts of
participants therein. According to the Company, Ms. Vitale and
Mr. Bullock are the trustees of the ESOP and are entitled to vote
such shares; therefore, they are reported to have shared power to
vote such shares. Trustees are, among other things, required to
vote in a manner consistent with the fiduciary duties imposed by
ERISA.
(11) The beneficial ownership reported for Mr. Hedley
includes 79,500 shares of Common Stock issuable upon exercise of
certain warrants to purchase Common Stock of the Company, which
the Company has issued or is obligated to issue to New World
Capital Markets, Inc. or NWCM Ltd., as described more fully in
Note (3) above; and 250,000 shares of Common Stock issuable upon
exercise of options exercisable within sixty days.
(12) The beneficial ownership reported for Ms. Gladstone
includes 17,045 shares of Common Stock owned by Ms. Gladstone;
and 50,000 shares of Common Stock issuable upon exercise of
options exercisable within sixty days.
(13) The beneficial ownership for Mr. Reddien includes 7,500
shares of Common Stock owned by Mr. Reddien; and 300,000 shares
of Common Stock issuable upon exercise of options exercisable
within sixty days.
(14) The beneficial ownership reported for the directors and
executive officers of the Company includes 34,315 shares of
Common Stock owned by or allocated under the ESOP to them;
1,929,500 shares of Common Stock issuable upon exercise of
warrants or options exercisable within sixty days; and 4,750,000
shares said to be held by the ESOP and not allocated to the
accounts of participants therein. According to the Company, Ms.
Vitale and Mr. Bullock are the trustees of the ESOP and are
entitled to vote such shares; therefore, they are reported to
have shared power to vote such shares. Trustees are, among other
things, required to vote in a manner consistent with the
fiduciary duties imposed by ERISA.
[/FN]
EXPENSES OF SOLICITATION
The expense of preparing and mailing this Proxy
Statement and any other soliciting materials and the total
expenditures relating to the solicitation of proxies will be
borne by the Committee and participants. In addition to the use
of the mails, proxies may be solicited by members of the
Committee and/or their employees or their affiliates' employees
by telephone, telegram and personal solicitation. No additional
compensation will be paid to those persons engaged in such
solicitation. The Committee has not yet determined whether it
will engage the services of a soliciting firm to assist in the
solicitation of proxies.
The Committee estimates that its total expenditures
relating to the solicitation of proxies will be approximately
$100,000, depending upon circumstances. The expenditures to date
relating to this solicitation have been $1,000.
The costs of the solicitation will be borne by the
members of the Committee and participants. The Committee
presently intends to seek reimbursement from the Company for
reasonable expenses in connection with this solicitation, and
does not plan to submit the question of such reimbursement to the
vote of the Stockholders.
VOTE REQUIRED
A majority of the shares of Common Stock and Voting
Preferred Stock represented in person or by proxy and entitled to
vote is required for approval of matters to be presented at the
Annual Meeting, except for the election of directors, which
requires a plurality of the votes cast of Common Stock and Voting
Preferred Stock, counted as a single class, represented in person
or by proxy and entitled to vote at the Annual Meeting. Pursuant
to Section 211(c) of the Delaware General Corporation Law and the
order of the Court of Chancery of the State of Delaware described
herein under the caption "Annual Meetings," the shares of stock
represented at the Annual Meeting, either in person or by proxy,
and entitled to vote thereat, shall constitute a quorum for the
purpose of such meeting, notwithstanding any provision of the
Company's certificate of incorporation or bylaws to the contrary.
Each share of Common Stock and each share of Voting
Preferred Stock is entitled to one vote. Shares of Common Stock
or Voting Preferred Stock whose holders either are present in
person at the Annual Meeting but not voting, or have submitted
proxies with respect to which authority has been withheld, will
be treated as present at the Annual Meeting only for the presence
or absence of a quorum for the transaction of business and will
be disregarded in determining the votes cast for purposes of the
election of directors. Unmarked proxies submitted by
intermediaries that are record holders of Common Stock
beneficially owned by others will be treated in a similar manner.
STOCKHOLDER PROPOSALS
In accordance with the rules of the Securities and
Exchange Commission, any proposal of a Stockholder intended to be
presented at the Company's 1998 Annual Meeting of Stockholders
must be received by the Company by February 1, 1998 in order for
the proposal to be considered for inclusion in the Company's
notice of meeting, proxy statement and proxy relating to the 1998
Annual Meeting.
ADDITIONAL INFORMATION
Reference is made to the definitive Proxy Statement
that the Committee expects will be filed by the Board of
Directors of the Company for information concerning the Company's
management and directors and the Company's independent public
accountants.
<PAGE>
APPENDIX A
TRANSACTIONS IN COMMON STOCK BY
MEMBERS OF THE COMMITTEE AND OTHER PARTICIPANTS
DURING THE PAST TWO YEARS
Peter J. Catalano and Dana V. Catalano(15)
<TABLE>
<S> <C> <C>
Date Nature of Transaction Number of Shares
---- --------------------- ----------------
December 20, 1996 Purchase 45,000
October 25, 1996 Purchase 10,000
October 25, 1996 Purchase 11,000
October 25, 1996 Purchase 10,000
November 25, 1996 Purchase 9,000
February 21, Purchase 15,000
1997
March 10, 1997 Purchase 20,000
</TABLE>
[FN]
(15) Pursuant to the rules of the Securities and Exchange
Commission, and interpretations thereof, Mr. Catalano may be
deemed to be the beneficial owner of the Common Stock owned of
record by his spouse Dana V. Catalano; Mr. Catalano disclaims
personal beneficial ownership of such shares. All transactions
reported herein were executed for the account of Ms.
Catalano.
[/FN]
Jerry Chalmers McCall, Ph.D.
<TABLE>
<S> <C> <C>
Date Nature of Transaction Number of Shares
---- --------------------- ----------------
Previously Owned 385
April 21, 1995 Purchase 10,000
May 17, 1995 Purchase 10,000
May 23, 1995 Purchase 20,000
May 31, 1995 Purchase 10,000
May 31, 1995 Purchase 10,000
June 6, 1995 Purchase 20,000
June 12, 1995 Purchase 10,000
July 11, 1995 Purchase 10,000
September 7, 1995 Purchase 7,500
September 7, 1995 Purchase 2,500
September 8, 1995 Purchase 13,500
September 21, 1995 Sale 10,000
September 27, 1995 Purchase 2,500
October 6, 1995 Purchase 33,350
November 14, 1995 Purchase 15,000
November 16, 1995 Purchase 13,000
November 24, 1995 Purchase 12,000
January 19, 1996 Purchase 10,000
</TABLE>
Eliezer Becher
<TABLE>
<S> <C> <C>
Date Nature of Transaction Number of Shares
---- --------------------- ----------------
Previously 60,000
Owned
November 14, 1995 Purchase 5,000
July 22, 1996 Purchase 10,000
</TABLE>
<PAGE>
PRELIMINARY COPY - FOR INFORMATION OF THE SECURITIES AND EXCHANGE
COMMISSION ONLY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK
ONLY. [/]
[
]
A VOTE FOR ITEM 1 IS RECOMMENDED BY THE COMMITTEE
---
FOR
ALL
FOR WITHHOLD
EXCEPT
1. Election of Directors:
Peter J. Catalano Stephan A. Fitch John H. Glassey // //
//
INSTRUCTION: To withhold authority to vote for an
individual nominee, write that nominee's name
in the following space:
- ------------------------------------------------
------------------------------ ---------------------------
--
Signature Signature
THIS PROXY WILL BE VOTED IN Please sign exactly as your name or
ACCORDANCE WITH SPECIFICATIONS MADE. names appear hereon. For joint
IF NO CHOICES ARE INDICATED, THIS accounts, both owners should sign.
PROXY WILL BE VOTED FOR When signing as executor,
--- administrator, attorney, trustee or
ITEM 1. guardian, etc., please give your
full title.
<PAGE>
PRELIMINARY COPY - FOR INFORMATION OF THE SECURITIES AND EXCHANGE
COMMISSION ONLY
EUROPA CRUISES CORPORATION
PROXY FOR ANNUAL MEETING ON APRIL 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF
THE COMMITTEE TO IMPROVE STOCKHOLDER VALUE OF EUROPA CRUISES
CORPORATION
The undersigned hereby appoints Peter J. Catalano,
Stephan A. Fitch and Jerry C. McCall proxies, each with the power
to appoint his substitute and with authority in each to act in
the absence of the other, to represent and to vote all shares of
stock of Europa Cruises Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Europa
Cruises Corporation to be held at the North Redington Beach
Hilton, 17120 Gulf Boulevard, North Redington Beach, Florida
33708 on Friday, April 18, 1997 at 9:00 a.m., local time, and
any adjournments thereof, as indicated on the proposals described
in the Proxy Statement, and all other matters properly coming
before the meeting.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE
SIDE.
