SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2), or Item 22(a)(2) of Schedule 14A.
[x] $500 per each party to the controversy pursuant to
Exchange
Act Rule 14a-6(i)(3).
[ ] 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):
----------------------------------------------------
- ----------
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
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
-------------------------------------------------
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
on Friday, April 18, 1997 at : .m. at , ,
-- -- -------- -------- ---
or at any adjournments or postponements thereof (the
- -----
"Annual Meeting").
This Proxy Statement is first being sent to
Stockholders on or about , 1997. This Proxy
------------
Statement has been filed in preliminary form with the Securities
and Exchange Commission on February 20, 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 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.
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.
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. Because this
Proxy Statement has been prepared in preliminary form prior to
the Record Date, the Committee does not know the number of shares
of each class of capital stock of the Company that will be
outstanding and entitled to vote on the matters described herein
on the Record Date. According to the Company's Quarterly Report
on Form 10-QSB for the quarterly period ended September 30, 1996,
as of the close of business on October 4, 1996 there were
21,116,205 shares of Common Stock outstanding. The Company's
Annual Report on Form 10-KSB for the year ended December 31, 1995
(as amended) also indicates that there are 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"). Each share of Common Stock and Voting
Preferred Stock is entitled to one vote.
, 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 nominees, as
set forth herein, by so indicating and by signing, dating and
mailing the Committee's Blue Proxy Card promptly upon receipt.
You CANNOT use the Company's Proxy Card to vote for the
Committee's nominees.
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.
IF YOU EXECUTE AND RETURN THE COMPANY'S 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 granting of proxies. 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.
BACKGROUND OF AND REASONS FOR THE PROXY SOLICITATION
The members of the Committee and their families
beneficially own an aggregate of 2.34% of the 21,116,205 shares
of Common Stock which were outstanding on October 4, 1996
according to the Company's Quarterly Report on Form 10-QSB for
the quarterly period ended September 30, 1996 (adjusted to
include shares issuable pursuant to warrants beneficially owned
by one of the members of the Committee). Also, Stephan A. 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. In
opposition to the 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, 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 and to appoint Paul Wells and, if
they consent to serve, Lester E. Bullock and Charles H. Reddien,
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.
The Committee is concerned with the business
circumstances and financial performance of the Company. It
believes that the Common Stock is undervalued and that the
Company should take steps to address this and other concerns. The
Committee also 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.
Of the three current directors of the Company, only Deborah A.
Vitale was elected by the vote of the Stockholders; Lester E.
Bullock was appointed a director by the Board of Directors 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.
In that regard, Dana V. Catalano, the spouse of Peter
J. Catalano (and a stockholder in the Company) 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 such a meeting. 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 has also
caused to be 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. By letter dated February 6,
1997, the Company's legal counsel advised that, subject to
certain conditions, the Company would permit access to the books
and records requested.
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 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 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,
although no assurance can be given that such goals will be
achieved.
THE COMMITTEE AND ITS SLATE
The members of the Committee are Peter J. Catalano,
Stephan A. Fitch, Eliezer Becher and Jerry C. McCall.
Information concerning the Committee's members and other
participants 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 its Annual Meeting of Stockholders held on November
29, 1994, 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 and Paul Wells. Pursuant to this Proxy Statement, the
Committee will solicit proxies to vote for the election as
directors of Messrs. Catalano, Fitch and Glassey. If elected, at
the first meeting of the board of directors, which they intend to
hold immediately after the Annual Meeting, Messrs. Catalano,
Fitch and Glassey intend to increase the number of directors of
the Company to six and appoint Mr. Wells as a director, thereby
filling one of the vacancies created. They then intend to invite
Lester E. Bullock and Charles H. Reddien to serve as directors
and, if one or both consents to serve, to appoint them to fill
the remaining vacancies. Mr. Bullock is currently a director and
the President of the Company and Mr. Reddien is currently
President and Chairman of Casino World, Inc. and Mississippi
Gaming Corporation, both of which are subsidiaries of the
Company; neither person has consented to serve as a director
along with the Committee's Slate. There can be no assurance that
Messrs. Bullock and Reddien will serve as directors along with
the Committee's Slate. 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 Messrs. Bullock and
Reddien. The information set forth below for Messrs. Bullock and
Reddien has been drawn from the Company's Annual Report on Form
10-KSB (as amended) under the Securities Exchange Act of 1934, as
amended, for the fiscal year ended December 31, 1995; such report
is dated May 8, 1996. Additional information regarding Mr.
Bullock is expected to be included in the Proxy Statement of the
Board of Directors for the 1997 Annual Meeting; it is not
possible at this time for the Committee to provide more current
information regarding Mr. Reddien, who is not presently a
director and has not consented to serve as a director along with
the Committee's Slate.
<PAGE>
<TABLE>
<S> <C> <C>
<C>
Present Principal Number of
Occupation and Shares of
Percent
Name, Business Principal Occupations Common Stock
of
Address & Age During the Last Five Beneficially
Common
------------- Years; Directorships Owned
Stock
------------- -----
- -----
Peter J. Catalano, 55 President, Catalano 85,000(1)
0.40%
1412 Broadway, Asset Advisors, Inc.
Suite 2110 (financial consulting),
New York, NY 10018 President, Catalano
Realty Corp. (real
estate acquisition,
development, management
and brokerage), and
Chairman, U-Bet Cruises
& Casinos, Inc. (cruise
ship and gaming
operations). Mr.
Catalano was Chairman
of Gold Star
International, Inc. and
its subsidiary Gold
Star Cruises of
Galveston, L.C. (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).
Stephan A Fitch, 38 Independent Investment 117,833(2)
0.54%
555 South Barrington Banker. From 1992 to
Avenue, #414 January 1996, Mr. Fitch
Los Angeles, CA 90049 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).
John H. Glassey, 49 Vice President, ----
- ----
Bayport One, Suite 300 Corporate Development,
Yacht Club Drive Luciani and Associates,
West Atlantic City, NJ LLC (casino management,
08232 development, design and
consultation). From
April 1993 to December
1995, Mr. Glassey was
Vice President,
Corporate Development,
American Gaming and
Entertainment, Ltd.
(casino management,
development, design and
consultation); prior
thereto, he was
Assistant to the
President, Foxwood
Resorts Casino
(casino).
----
- ----
Paul Wells, 46 Management consultant
Pier 25 and management of
2428 Avenue A personal affairs. From
Galveston, TX 77553 January 1992 to
December 1994, Mr.
Wells was President,
Gold Star Cruises of
Galveston L.C. (cruise
ship and gaming
operations).
Lester E. Bullock, 41 President since July 139,500(3)
0.62%
150 153rd Avenue, Suite 18, 1994, and a
200 director since March
Madeira Beach, Florida 1995, of the Company.
33708 Vice President of
Operations of the
Company from January
1994 to June 1994;
General Manager of the
Company (and
responsible for all
port operations) from
January 1992 to
December 1993; Pit
Manager for Casinos
Austria Maritime
Corporation in Fort
Myers, Florida in 1991;
and General Manager of
the Sonesta Beach
Resort and Crystal
Casino in Oranjestead,
Aruba from 1989 to
1990. Prior to 1989,
Mr. Bullock held
various managerial and
administrative
positions at the
Tropicana Resort and
Casino in Las Vegas,
Nevada, and at the
Dunes Hotel Casino and
Country Club in Las
Vegas, Nevada.
Charles H. Reddien, 51 President and Chairman 100,000(4)
0.47%
5403 Indian Hill of the Board of
Boulevard Directors, Casino
Diamondhead, MS 39525 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.
(1) Includes 85,000 shares of Common stock owned by Mr.
Catalano's wife, Dana V. Catalano, as to which Mr. Catalano
disclaims beneficial ownership.
(2) Represents Mr. Fitch's interest in approximately one-third
of the 353,500 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. Of such warrants, 145,000 have an
exercise price of $1.50 per share and an expiration date of
February 28, 1997, and 208,500 have an exercise price of
$1.933 per share and an expiration date of June 30, 1997.
(3) Includes shares underlying options for Common Stock
exercisable within sixty days after April 16, 1996; at that
time Mr. Bullock held unexercisable options covering an
additional 30,000 shares. According to the Company's reports
filed with the Securities and Exchange Commission, Mr.
Bullock was granted in April 1996 nonqualified stock options
covering 400,000 shares; the Committee does not know the
status of such options or if such options are currently
exercisable.
(4) Includes shares underlying options for Common Stock
exercisable within sixty days after April 16, 1996.
According to the Company's reports filed with the Securities
and Exchange Commission, Mr. Reddien was granted in April
1996 nonqualified stock options covering 400,000 shares; the
Committee does not know the status of such options or if
such options are currently exercisable.
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>
<TABLE>
<S> <C> <C>
<C>
Number of
Present Principal Shares of
Percent
Occupation and Address Common Stock
of
Name of Corporation or Other Beneficially
Common
---- Organization Owned
Stock
----------------------- --------------
- -------
----- --
- --
Jerry Chalmers McCall Director, National Data 219,735
1.04%
Buoy Center Building
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
0.36%
Becher & Co., 137 North
Riverside Avenue,
Croton-on-Hudson, NY
10520.
Dana V. Catalano President, DVC Reiki 85,000(5)
0.40%
Inc. (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.
</TABLE>
(5) The Common Stock owned by Ms. Catalano is also reported as
beneficially owned by Mr. Catalano.
All transactions in securities of the Company engaged
in by any member of the Committee, the Committee's Slate or any
other participants in this solicitation during the past two years
are summarized on Appendix A. No member of the Committee, the
Committee's Slate or any other participant owns any securities of
the Company of record but not beneficially. Except as described
in Note (2) 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 other participant in this
solicitation, 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, Mr. Catalano was a
general partner of certain real estate partnerships -- Grammercy
Twins Associates, 304 Park Avenue Associates, 14 West 23rd Street
Associates, 24 East 23rd Street Association L.P., and 1412
Broadway Associates -- which 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. Each of such proceedings has
been settled with agreed-upon transfers of property for the
benefit of creditors. Mr. Catalano and Mr. Wells were Chairman
of the Board and President, respectively, of Gold Star Cruises of
Galveston, L.C. which voluntarily filed in 1994 for protection
under such Chapter 11; the proceeding was converted on June 8,
1995 to a proceeding under Chapter 7 (Liquidation) of the
Bankruptcy Code. In July 1996, Mr. Catalano filed as an
individual for protection under Chapter 11 (Reorganization) of
the Bankruptcy Code, which petition is currently pending.
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. 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
$ . There have been no cash expenditures to date
--------
relating to this solicitation.
The costs of the solicitation will be borne by the
members of the Committee. 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. 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.
ADDITIONAL INFORMATION
Reference is made to the Proxy Statement that the
Committee expects will be filed by the Board of Directors of the
Company for information concerning the Common Stock and Preferred
Stock (including the number of issued and outstanding shares as
of the Record Date), beneficial ownership of Common Stock and
Preferred Stock by, and other information concerning, the
Company's management and directors, the Company's independent
public accountants, the principal holders of Common Stock and
procedures for submitting proposals for consideration at the 1998
Annual Meeting.
<PAGE>
APPENDIX A
TRANSACTIONS IN COMMON STOCK BY
MEMBERS OF THE COMMITTEE
DURING THE PAST TWO YEARS
Peter J. Catalano and Dana V. Catalano(6)
Date Nature of Transaction Number of Shares
- ---- --------------------- ----------------
December 20, 1996 Purchase 45,000
October 25, 1996 Purchase 10,000
October 25, 1996 Purchase 17,000
October 25, 1996 Purchase 10,000
November 25, 1996 Purchase 9,000
Jerry Chalmers McCall
Date Nature of Transaction Number of Shares
- ---- --------------------- ----------------
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
Eliezer Becher
Date Nature of Transaction Number of Shares
- ---- --------------------- ----------------
November 14, 1995 Purchase 5,000
July 22, 1996 Purchase 10,000
(6) 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 such beneficial ownership. All transactions
reported herein were executed for the account of Ms.
Catalano.
<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 Please sign exactly as your name or
IN ACCORDANCE WITH names appear hereon. For joint
SPECIFICATIONS MADE. IF accounts, both owners should sign.
NO CHOICES ARE When signing as executor,
INDICATED, THIS PROXY administrator, attorney, trustee or
WILL BE VOTED FOR guardian, etc., please give your full
title.
- ------
ITEM 1.
<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 , ,
,
----------- ------------ ------------
, , on Friday, April 18, 1997 at
__:__ _.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.
