SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 4)
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
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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>
PRELIMINARY COPY
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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 24, 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 The
definitive form of this Proxy Statement and the Proxy Card are
intended to be sent to Stockholders on or about March 26, 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. In the
proxy statement dated March 20, 1997 filed by the Company with
respect to this Annual Meeting (the "Company's Proxy Statement"),
there were said to be, as of the Record Date, 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 24, 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 26, 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 14,407,349 shares outstanding in December 1992
(according to the Company's Annual Report on Form 10-K for the
period ended December 31, 1992) to 27,108,854 shares said to be
outstanding as of the Record Date (according to the Company's
Proxy Statement), an increase of 88%; 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 108%. 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") CREATED BY THE BOARD WITH CERTAIN OF ITS MEMBERS AS
TRUSTEES. ACCORDING TO THE COMPANY'S PROXY STATEMENT, NONE OF
THESE OPTIONS WERE EXERCISED AS OF THE RECORD DATE, AND
CONSEQUENTLY, THE SHARES UNDERLYING THOSE OPTIONS HAVE NOT BEEN
ISSUED AND CANNOT BE VOTED.
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. (As stated herein, the Committee's
Slate intends, if successful, to appoint Mr. Wells and Mr.
Reddien, if he consents to serve, as directors of the Company;
accordingly, by voting for Messrs. Catalano and Fitch and Dr.
Glassey, the Committee believes that Stockholders would be
confirming the service of Messrs. Wells and Reddien as
directors.)
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,
[FN]
- ---------------------
* Kathy Saunders, "Group dock's ship's gambling cruises," St.
Petersburg Times, February 2, 1997, at 8. Permission to
refer to this article has not been sought or obtained from
the author or the publication, and the reference herein does
not imply their support for the Committee or the Committee's
Slate.
** Mark Albright, "Group buys Tier Verde Resort," St.
Petersburg Times, South Pinellas Edition, March 12, 1997, at
1E. Permission to refer to this article has not been sought
or obtained from the author or the publication, and the
reference herein does not imply their support for the
Committee or the Committee's Slate.
[/FN]
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 to be shared by Ms. Vitale
and Mr. Bullock, as trustees of 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").
Summary
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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, information obtained by members of the
Committee from the financial community relating to the Company's
reports and the level of perceived Stockholder dissatisfaction
with the Company's performance, and from the Company and its
officers. The Committee has considered the views of its members
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 Slate'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 hired to lead Merv
Griffin's Resorts Casino Hotel out of bankruptcy in less than one
year would be of great benefit to the Company. (As more fully
described on page 21, that team was assembled by Alfred J.
Luciani, who, in November 1989, was hired by Merv Griffin's
Resorts Casino Hotel as Executive Vice President and Chief
Operating Officer with overall responsibility for operations of
the casino and hotel; Dr. Glassey was hired by Mr. Luciani in
January 1990 as Vice President - Marketing.) 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 knows of no reason
why the change in management resulting from election of the
Committee's Slate should have an adverse effect on the
Diamondhead project; such election would allow 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 Proxy Statement. The members of
the Committee and the Committee's Slate and, according to the
Company's Proxy Statement, Mr. Reddien, do not own any shares of
the Company's Voting Preferred Stock.
<TABLE>
<S> <C> <C> <C>
Number of
Present Principal Shares of
Occupation and Common Stock Percent
Name, Business Principal Occupations Beneficially of
Address & Age During the Last Five Owned Stock(1)
- -------------- Years; Directorships ------------- --------
----------------------- --
----
Peter J. Catalano, 55 President, Catalano 120,000(2) 0.41%
1412 Broadway, Realty Corp. (real
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).
Stephan A. Fitch, 38 Independent Investment 69,500(3) 0.24%
555 South Barrington Banker since January
Avenue, #414 1996. From 1992 to
Los Angeles, CA 90049 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).
John H. Glassey, Ed.D., Vice President, ---- ----
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.
Paul Wells, 46 Management consultant ---- ----
2430 N.E. 199th Street since December 1994.
North Miami Beach, Mr. Wells was
Florida 33180 President, 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).
Charles H. Reddien, 51 President, a Director, 307,500(4) 1.05%
5403 Indian Hill and, prior to February
Boulevard 14, 1997, Chairman of
Diamondhead, MS 39525 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.
</TABLE>
(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.
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 Percent
Occupation and Address of Shares of of
Name Corporation or Other Common Stock Stock(1)
- ---- Organization Beneficially -------
------------------------- Owned
--- ---------------
---
Jerry Chalmers McCall, Director, National Data 219,735 0.76%
Ph.D. 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 0.26%
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 484,235 1.67%
Committee and Other
Participants as a Group
</TABLE>
(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.
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) to the table relating
to the Committee's Slate, 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 by agreement 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, it was Mr. Catalano's understanding that
his former partner did not have sufficient assets to satisfy his
obligations under such personal guarantees, 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 (which he understands a
majority of the committee of unsecured creditors and the largest
secured creditor support) 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 1990 and 1991, Dr. Glassey served with the
management team of Merv Griffin's Resorts Casino Hotel, helping
it to emerge from reorganization proceedings. In November 1989,
Alfred J. Luciani was hired as Executive Vice President and Chief
Operating Officer of Merv Griffin's Resorts Casino Hotel, with
overall responsibility for operations of the casino and hotel,
and thereafter, in January 1990, brought Dr. Glassey in as Vice
President - Marketing, along with several other gaming
professionals. At the time Mr. Luciani was hired, Merv Griffin's
Reports Casino Hotel was experiencing financial difficulty, and
in December 1989 entered bankruptcy. The experienced team put
together by Mr. Luciani 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 Mr. Luciani, in May 1991, was to develop a start-up casino
operating on an Indian Reservation in Ledyard, Connecticut; Mr.
Luciani again called on Dr. Glassey, this time as a consultant
with respect to entertainment and special events, as a community
and media relations liaison and for certain special assignments.
(Mr. Luciani also called on several of the other gaming
professionals who had served with him at Merv Griffin's Resorts
Casino Hotel.) By 1993 year-end, that project, 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, pursuant to a Letter of Intent
Agreement, Mr. Luciani entered into a four-year employment
contract to serve as President and CEO of struggling Gamma
International Ltd. ("Gamma"), 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, the year before Mr. Luciani was hired,
Gamma's independent auditors, Ernst & Young, had expressed "doubt
about the company's ability to continue as a going concern." At
the time Mr. Luciani 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. Pursuant to such Letter of Intent Agreement,
Gamma agreed, subject to execution of mutually acceptable
definitive agreements, to offer employment to certain associates
of Mr. Luciani, including Dr. Glassey, and to provide Mr. Luciani
and such associates with certain other benefits. Dr. Glassey
agreed to serve as Vice President-Corporate Development pursuant
to a four-year employment contract. After a three-month in-house
review, in which Dr. Glassey's role (in addition to analyzing the
potential of many of Gamma's existing operations) was to identify
and analyze potential gaming projects and submit them to Gamma's
executive officers for approval, 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 to develop a marketing
and advertising program (including establishment of business
relationships with local hotels, the casino's brand name and
logo, and player rating programs), was successfully developed and
was, at 1995 year-end, 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.
[FN]
- ---------------------
* Francis X. Clines, "Gambling, Pariah No More, Is Booming
Across America," New York Times, December 5, 1993, at Sect. 1,
p.1. Permission to refer to this article has not been sought or
obtained from the author or the publication, and the reference
herein does not imply their support for the Committee or the
Committee's Slate.
[/FN]
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.
As the second-largest equity holder of Luciani and
Associates, LLC, Dr. Glassey continues to be very active in
gaming industry projects, including a proposed venture initiated
by the Ontario Gaming Control.
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 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 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. ACCORDING TO THE
COMPANY'S PROXY STATEMENT, SUCH OPTIONS AND WARRANTS HAVE NOT
BEEN EXERCISED AND DO NOT REPRESENT SHARES ISSUED, PAID FOR AND
ENTITLED TO VOTE AT THE ANNUAL MEETING. THE COMPANY'S BOARD OF
DIRECTORS, EXECUTIVE OFFICERS, AND OTHER PARTICIPANTS IN ITS
SOLICITATION HAVE VOTING POWER OVER 4,777,815 SHARES, OR 16.51%
OF THE TOTAL VOTING POWER, INCLUDING 4.75 MILLION SHARES SAID TO
BE HELD BY THE ESOP WHICH MUST BE VOTED CONSISTENT WITH THE
FIDUCIARY DUTIES IMPOSED BY ERISA.
<TABLE>
<S> <C> <C>
Percent
Name and Address Amount and Nature of of
Of Beneficial Owner Beneficial Ownership Class(1)
- ------------------- -------------------- ------
Sole Shared
Voting Voting Total
Power Power -----
---------- ----------
- --
<S> <C> <C> <C> <C>
Ernst G. Walter 3,316,334 ---- 3,316,334 11.38%(2)
Serco International (2) (2)
Limited
Austroinvest
International
Gaming Invest
Corporation
P.O. Box - 15 A-9010
Klagenfurt, Austria
Europa Cruises ---- 4,750,000 4,750,000 16.42%(3)
Corporation (3) (3)
Employee Stock
Ownership Plan-Trust
Agreement
150-153rd Avenue
Madeira Beach, FL 33708
Lester E. Bullock 556,270(4) 4,750,000 5,306,270 18.00%(4)
President and director (3) (4)
150-153rd Avenue
Madeira Beach, FL 33708
Deborah A. Vitale, 1,003,000 4,750,000 5,753,500 19.22%(5)
Esquire (5) (3) (5)
Chairman of the Board
and
Secretary
1013 Princess Street
Alexandria, VA 22314
Piers Hedley 329,500(6) ---- 329,500(6) 1.13%(6)
Director
7 Downing Close
Sutton Lane Ends
Macclesfield, Cheshire,
England
Debra Gladstone 67,045(7) ---- 67,045(7) 0.23%(7)
Chief Financial Officer
150-153rd Avenue
Madeira Beach, FL 33708
Charles H. Reddien 307,500(8) ---- 307,500(8) 1.05%(8)
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 4,750,000 7,013,815 22.51%(9)
executive (9) (3) (9)
officers as a group
(5 persons)
</TABLE>
(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) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
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 Company's Proxy Statement 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(1)
<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, 1997 Purchase 15,000
March 10, 1997 Purchase 20,000
</TABLE>
(1) 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.
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 Owned 60,000
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
ACCORDANCE WITH SPECIFICATIONS name or names appear hereon.
MADE. IF NO CHOICES ARE For joint accounts, both owners
INDICATED, THIS PROXY WILL BE should sign. When signing as
VOTED FOR ITEM 1. executor, administrator,
--- attorney, trustee or 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.
