Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Europa Cruises Corporation
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Brian D'Isernia, Vance P. Shaw, O. Glenn Williams and Jerry Chalmers McCall
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] $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:
N/A
- ------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- ------------------------------------------------------------------------------
[ ] 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:
N/A
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- ------------------------------------------------------------------------------
(3) Filing party:
N/A
- ------------------------------------------------------------------------------
(4) Date filed:
N/A
- ------------------------------------------------------------------------------
PAGE
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PROXY STATEMENT OF THE COALITION OF CONCERNED SHAREHOLDERS
OF EUROPA CRUISES CORPORATION
IN OPPOSITION TO THE BOARD OF DIRECTORS
------------
Europa Cruises Corporation
Annual Meeting of Stockholders
Scheduled for July 10, 1998
------------
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 Coalition of Concerned Shareholders of
Europa Cruises Corporation (the "Coalition") for use in connection with the
Company's 1998 Annual Meeting which is scheduled to be held at 9:30 a.m. on
Friday, July 10, 1998 at the Grand Casino Biloxi Hotel, Bayview Tower, 280
Beach Boulevard, Biloxi, Mississippi 39530 or at any adjournments or
postponements thereof (the "Annual Meeting").
The definitive form of this Proxy Statement and the Proxy Card are
intended to be sent to Stockholders on or about _______, 1998.
The members of the Coalition are Brian R. D'Isernia, Vance P. Shaw, O.
Glenn Williams 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 Messrs. Shaw,
Williams, McCall and Jan R. Thurman, as directors of the Company to serve
until their successors are duly elected (Messrs. Shaw, Williams, McCall and
Thurman are referred to herein as the "Coalition'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 Coalition 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 Coalition 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 June 5, 1998 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 June 12, 1998 filed by the Company with respect
to this Annual Meeting (the "Company's 1998 Proxy Statement"), there were said
to be, as of the Record Date, 27,345,349 shares of Common Stock, 926,000
shares of Series S Preferred Stock and 900,000 shares of Series S-NR Preferred
Stock (collectively with the Series S Preferred Stock, the "Preferred Stock")
issued and outstanding and entitled to vote. Each share of Common Stock and
Preferred Stock that is issued and outstanding is entitled to one vote.
This solicitation is being made by the Coalition and not on behalf of the
Board of Directors of the Company.
THE COALITION RECOMMENDS A VOTE "FOR" THE COALITION'S SLATE.
Please vote for the Coalition's nominees by so indicating and by signing,
dating and mailing the Coalition's BLUE Proxy Card, promptly upon receipt, in
the postage-paid envelope that will be delivered to you with the definitive
Proxy Statement. In order to vote for the Coalition's Slate, you MUST use the
Coalition's BLUE Proxy Card; you CANNOT use the Company's WHITE Proxy Card to
vote for the Coalition's Slate.
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IF YOU HAVE ALREADY VOTED ON THE 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 COALITION'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, PLEASE
CONTACT GLENN WILLIAMS AT (817) 453-0752.
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 Coalition'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 Annual Meeting.
Proxies may be revoked at any time before they are voted at the Annual Meeting
provided that a written revocation which clearly identifies the proxy being
revoked is executed and delivered to the Coalition, attention: Jan R. Thurman,
Thurman & Andres, 3022 N. Market St., Suite 200, Dallas, Texas 75202 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.
REASONS FOR THE PROXY SOLICITATION
We, the Coalition of Concerned Shareholders, believe it is time to remove
the current Board of Directors of the Company. The chairman, Ms. Deborah
Vitale, became a board member on December 12, 1992 and became Chairman of the
Board in March 1995. She is also President and Secretary of the Company and
each of its subsidiaries. The Company's results of operations during Ms.
Vitale's tenure have been dismal. The net loss applicable to common stock was
$1.98 million in 1997 and $248,000 in 1996. The losses continue, with the
Company reporting a net loss applicable to common stock of $15,000 for the
quarter ended March 31, 1998. The Company also reported to the SEC on March
31, 1998 current liabilities that exceeded current liquid assets by
approximately $600,000, which reflects the poor financial health of the
Company. Your investment has suffered as a result of this poor performance.
The last time the Company's common stock closed above $1.00 was over a year
ago. Now, the Company is facing delisting by NASDAQ, which, if it occurs,
could result in reduced liquidity and lower stock prices.
Despite the poor performance of the Company, the Board issued Ms. Vitale
additional options for 800,000 shares in 1996 which, according to the
Company's 1998 Proxy Statement, gives her a total of 1,750,000 options. Ms.
Vitale owns only 3,500 shares, and thus has little cash investment to lose.
It is time for a change! Upon election, the slate of directors proposed
by the Coalition will immediately undertake to accomplish the following for
the stockholders:
- Conduct an audit and investigation of the operations of the Company.
- Report the findings of the audit and investigation immediately and
directly to the shareholders and to any and all other appropriate parties or
agencies.
- Establish a shareholder newsletter which will report the status of the
Company directly to the shareholders.
- Work within the confines of agreements in place to find a joint venture
partner able to negotiate a joint venture agreement since the Mississippi
property has been judged outstanding.
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- Define and communicate to the shareholders a definitive plan of action
for the operation of the boats.
- Seek funds to recapitalize the boat division. Given that the boat
division is entering its slow season and that significant expense will be
incurred for dry dock in the fall, we believe that the Company will face
insolvency unless capital is raised via either a private placement (sale of
additional shares) or liquidation of assets (i.e., sale of a boat). Sale of
assets is not a good alternative in that the boats provide the revenue stream
to support the continued viability of the Company. Sale of additional shares
further dilutes shareholder ownership, which occurred with the recent multiple
stock sales.
The Coalition's Slate of proposed directors represents many years of
diverse business experience which is sorely needed by the Company at this
point and in the future. Mr. McCall brings 20+ years experience in business
and governmental agencies; Mr. Shaw will complement the Company's need for
capital and financial market recognition; Mr. Williams has 20 years of banking
experience with the last 10 years managing the financial aspects of companies
that exhibit similar characteristics as the Company's current state; Mr.
Thurman is an attorney experienced in business matters.
A president will be hired with adequate casino experience for the
day-to-day operation of the Company. Operational personnel will be in place
to manage the boats.
THE COALITION AND ITS SLATE
The members of the Committee are Brian R. D'Isernia, O. Glenn Williams,
Vance P. Shaw and Jerry Chalmers McCall, Ph.D. Information concerning the
Coalition's members and, 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 Coalition, the members of the Coalition'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 1998 Proxy Statement, the Board of Directors
of the Company has fixed the number of directors at four. 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 Coalition's nominees for
membership on the Company's Board of Directors are O. Glenn Williams, Vance P.
Shaw, Jerry Chalmers McCall, Ph.D and Jan R. Thurman. Pursuant to this Proxy
Statement, the Coalition will solicit proxies to vote for the election as
directors of Messrs. Williams, Shaw, McCall and Thurman. Each of Messrs.
Williams, Shaw, McCall and Thurman 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 1998 Annual Meeting will be
until the next Annual Meeting of Stockholders or until his or her successor is
duly elected and qualified. The Coalition 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 Coalition's nominees should become
unavailable for any reason, proxies may be voted for another person nominated
by the Coalition 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.
There are no pending legal proceedings in which any member of the
Coalition's Slate or any of their associates is a party adverse to the Company
or any of its affiliates or in which any member of the Coalition's Slate or
any of their associates has an interest adverse to the Company or any of its
affiliates.
No member of the Coalition's Slate holds any position or office with the
Company or any parent, subsidiary or affiliate of the Company, and none has
ever served as a director of the Company or any parent, subsidiary or
affiliate
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of the Company, except that Mr. D'Isernia served as a director from September
1997 to January 1998 and Mr. McCall served briefly as a director in February
1998. Mr. D'Isernia was appointed to the Board in September 1997 along with
another major shareholder. Because, in his opinion, he was not being given
adequate information or opportunity to exercise his duties as a director and
because he disagreed with Ms. Vitale's leadership of the Company, Mr.
D'Isernia resigned on January 21, 1998. Mr. McCall was appointed to fill a
vacancy on the Board on February 18, 1998 with the understanding that Mr.
Williams would also be appointed to the Board. When Mr. Williams was not
appointed and another outside director resigned, Mr. McCall determined that he
would not be able to effectively serve as a director and, accordingly,
resigned on February 20.
No member of the Coalition's Slate has any family relationship, by blood,
marriage or adoption, to any director, executive officer or person nominated
or chosen by the Company to become a director or executive officer of the
Company. During the last three fiscal years, no compensation was awarded to,
earned by, or paid to any member of the Coalition's Slate by any person for
any services rendered in any capacity to the Company and its subsidiaries.
Set forth below is the age, principal occupation, directorships and
beneficial ownership of Common Stock of each member of the Coalition's Slate
as of June 5, 1998. The members of the Committee and the Committee's Slate do
not own any shares of the Company's Voting Preferred Stock.
PRESENT PRINCIPAL NUMBER OF
OCCUPATION AND SHARES OF
PRINCIPAL OCCUPATIONS COMMON STOCK PERCENT
NAME, BUSINESS DURING THE LAST FIVE BENEFICIALLY OF COMMON
ADDRESS AND AGE YEARS; DIRECTORSHIPS OWNED STOCK(1)
_______________ _____________________ ____________ __________
Jerry Chalmers Director, National 180,014 (2) .66%
McCall, Ph.D., 70 Data 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).
O. Glenn Williams, 47 Vice President, NationsBank, 39,848 .15%
N.A., 901 Main Street,
Dallas, Texas 75202 since
1987; outsourced as an
employee of Amresco from
December 1992 to September
1994.
Vance P. Shaw, 38 Self-employed chartered 10,000 .04%
financial analyst, 63-96
Fitchett St. Rego Park,
New York 01137; Director of
High Yield Research, Scotia
Capital Markets, from
February 1995 to January 1998;
Senior Analyst, High Yield
Industrials, Lehman Brothers,
from 1992 to 1994.
Jan R. Thurman, 53 Partner, Thurman & Andres, 0 .00%
3022 N. Market St., Suite 200,
Dallas, TX 75202 (law firm)
(footnotes on following page)
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__________
(1) Based on the Common Stock shown as outstanding as of the Record Date
in the Company's 1998 Proxy Statement.
(2) Includes 121,850 shares jointly owned by Mr. McCall and his spouse and
164 shares owned by Mr. McCall's spouse.
The Coalition recommends a vote "FOR" the Coalition's Slate.
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 as of June 5,
1998 of each member of the Coalition who is not a member of the Coalition's
Slate and each other person who may be deemed a participant in this
solicitation.
NUMBER OF
PRESENT PRINCIPAL SHARES OF PERCENT
OCCUPATION AND COMMON STOCK OF
ADDRESS OF CORPORATION BENEFICIALLY COMMON
NAME OR OTHER ORGANIZATION OWNED STOCK
____ ______________________ ____________ _______
Brian R. D'Isernia President, Eastern 820,500 (1) 3.00%
Shipbuilding Group, 2200
Nelson Street, Panama City,
Florida 32402
_________________
(1) Includes 820,500 shares owned by Mr. D'Isernia's children.
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
Coalition or the Coalition's Slate during the past two years are summarized on
Appendix A. The members of the Coalition and the Coalition's Slate are not the
record owners of any securities of the Company that they do not also own
beneficially.
Except as set forth in this Proxy Statement, no member of the Coalition
or the Coalition's Slate has any substantial interest, direct or indirect, by
securities holdings or otherwise, in any matter to be acted upon at the Annual
Meeting, except for the election of directors.
During the past 10 years, no member of the Coalition or the Coalition's
Slate has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
No part of the purchase price of any of the shares of Common Stock
beneficially owned by any member of the Coalition or the Coalition's Slate is
represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities.
No member of the Coalition or of the Coalition'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
Coalition, the Coalition's Slate or, to the knowledge of the Coalition, 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.
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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 Coalition to be the beneficial owners of more
than five percent of any class of the Company's securities. The information
provided below is based on information reported by the Company in the
Company's 1998 Proxy Statement.
PERCENT OF
NUMBER OF PERCENT OF VOTING
NAME AND ADDRESS SHARES OWNED CLASS STOCK(1)
________________ ____________ __________ __________
Serco International 1,440,334 Common 5.27% 10.83%
Limited (2) 900,000 S-NR Preferred 100.00%
P.O. Box 15, A-9010 926,000 S Preferred 100.00%
Klagenfurt, Austria
Austroinvest 1,440,334 Common 5.27% 10.83%
International Limited(2) 900,000 S-NR Preferred 100.00%
P.O. Box 15, A-9010 926,000 S Preferred 100.00%
Klagenfurt, Austria
Gaming Invest 1,440,334 Common 5.27% 0.83%
Corporation (2) 900,000 S-NR Preferred 100.00%
P.O. Box 15, A-9010 926,000 S Preferred 100.00%
Klagenfurt, Austria
Europa Cruises 4,250,000 Common 15.54% 4.09%
Corporation(3)
Employee Stock Ownership Plan
Trust Agreement
150 153rd Avenue East
Madeira Beach, Florida 33708
Deborah A. Vitale,
Esquire (3)(4)(5) 6,003,500 Common 21.95% 19.91%
1013 Princess Street
Alexandria, VA 22314
John R. Duber (3)(4)(6) 4,487,560 Common 16.41% 14.88%
20018 Westover Avenue
Rocky River, Ohio 44116
Ernst G. Walter(2) 1,440,334 Common 5.27% 10.83%
14700 Gulf Blvd., 900,000 S-NR Preferred 100.00%
Apt.401 926,000 S Preferred 100.00%
Madeira Beach,
Florida 33708
________________
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages.
(2) Serco International Limited, Austro Invest International Limited and
Gaming Invest Corporation are affiliated entities. The Company
understands that Dr. Ernst Walter is the sole director of each
company. The total beneficial ownership of securities of the Company
by the three corporations and Dr. Walter includes: 900,000 shares of
Series S-NR Preferred Stock and 1,040,334 shares of Common Stock owned
by Serco International Limited; 926,000 shares of 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 underlying options Dr. Walter has the current right to exercise.
(3) According to the Company, the Europa Cruises Corporation Employee
Stock Ownership Plan, Trust Agreement ("ESOP") was established on
August 18, 1994. The Trustees of the ESOP are Deborah A. Vitale,
President, CEO, and Chairman of the Board and John R. Duber,
Vice-President and a Director. According to the Company, as of
December 31, 1997, 750,000 ESOP shares had been released and 500,000
ESOP shares
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had been allocated to participants in the ESOP. The participants in
the ESOP are entitled to direct the Trustees as to the manner in which
the Company's allocated shares are voted. Unallocated shares are
voted by the Trustees. The Trustees are required to vote the ESOP
shares in the best interests of ESOP beneficiaries.
(4) Includes 4,250,000 unallocated shares of Common Stock which will be
voted by Ms. Vitale and Mr. Duber as Trustees of the ESOP.
(5) Includes options to purchase 1,750,000 shares of Common Stock.
(6) Includes options to purchase 100,000 shares of Common Stock.
The following table sets forth as of June 5, 1998, the beneficial
ownership of the outstanding voting shares of the Company by directors,
certain executive officers and all directors and executive officers as a
group, as reported by the Company in its 1998 Proxy Statement.
NUMBER OF SHARES OF PERCENT OF PERCENT OF
NAME AND ADDRESS COMMON STOCK OWNED COMMON STOCK VOTING STOCK(1)
________________ ___________________ ____________ _______________
Deborah A. Vitale 6,003,500 (3)(4) 21.95% 19.91%
Chairman, President, CEO,
Secretary and Treasurer;
Chairman, President,
Secretary and Treasurer of
Casino World, Inc. and
Mississippi Gaming Corp.
1013 Princess Street
Alexandria, Virginia 22314 (2)
John R. Duber 4,487,560 (3)(5) 16.41% 14.88%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Rocky River, Ohio 44116
Gregory Harrison 270,000 (6) 0.99% 0.99%
Director
16209 Kimberly Grove
Gaithersburg, Maryland 20878
Paul DeMattia 139,000 (6) 0.51% 0.46%
Director
6366 Eastland Rd.
Brookpark, Ohio 44142
All Directors and Officers 6,650,060 24.32% 22.05%
as a Group (4 persons):
________________
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages of Voting Stock. None of the
persons listed owns any Preferred Stock.
(2) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(3) Includes 4,250,000 unallocated shares of Common Stock which will be
voted by Ms. Vitale and Mr. Duber as Trustees of the ESOP.
(4) Includes options to purchase 1,750,000 shares of Common Stock.
(5) Includes options to purchase 100,000 shares of Common Stock.
(6) Includes options to purchase 50,000 shares of Common Stock.
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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 Coalition and participants. In addition to the
use of the mails, proxies may be solicited by members of the Coalition 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 Coalition will not engage the
services of a soliciting firm to assist in the solicitation of proxies.
The Coalition estimates that its total expenditures relating to the
solicitation of proxies will be approximately $50,000, depending upon
circumstances. The expenditures to date relating to this solicitation have
been $_______.
The costs of the solicitation will be borne by the members of the
Coalition and participants. The Coalition reserves the right 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 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 Preferred
Stock, counted as a single class, represented in person or by proxy and
entitled to vote at the Annual Meeting. Accordingly, the four nominees
receiving the greatest number of votes cast at the Annual Meeting will be
elected as directors. 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.
Each share of Common Stock and each share of Preferred Stock is entitled
to one vote. Shares of Common Stock or 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
According to the Company's 1998 Proxy Statement, 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 March12, 1999 in order for the
proposal to be considered for inclusion in the Company's notice of meeting,
proxy statement and proxy relating to the 1999 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.
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APPENDIX A
TRANSACTIONS IN COMMON STOCK BY
MEMBERS OF THE COALITION AND OTHER PARTICIPANTS
DURING THE PAST TWO YEARS
Brian R. D'Isernia
Date Nature of Transaction Number of Shares
____ _____________________ ________________
previously owned: 1,255,100
2/12/97 sold 5,000
3/4/97 sold 5,000
2/18/98 sold 5,000
2/19/98 sold 5,000
2/23/98 sold 10,000
2/25/98 sold 10,000
2/26/98 sold 10,000
3/3/98 sold 500
3/4/98 sold 9,500
3/11/98 sold 10,000
3/12/98 sold 10,000
3/17/98 sold 10,000
3/19/98 sold 7,500
3/19/98 sold 2,500
3/21/98 sold 10,000
3/23/98 sold 10,000
3/27/98 sold 10,000
3/30/98 sold 2,500
4/2/98 sold 500
4/6/98 sold 2,000
4/6/98 sold 8,000
4/17/98 sold 10,000
4/17/98 sold 10,000
4/20/98 sold 20,000
4/20/98 sold 10,000
4/21/98 sold 10,000
4/21/98 sold 20,000
4/22/98 sold 6,500
4/23/98 sold 9,000
4/24/98 sold 19,500
4/24/98 sold 500
4/24/98 sold 4,500
5/1/98 sold 2,100
5/1/98 sold 9,500
5/1/98 sold 2,000
5/1/98 sold 1,000
5/8/98 sold 5,000
5/8/98 sold 15,000
6/1/98 sold 15,000
6/2/98 sold 10,000
6/2/98 sold 10,000
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Date Nature of Transaction Number of Shares
____ _____________________ ________________
6/2/98 sold 5,500
6/2/98 sold 5,000
6/2/98 sold 9,500
6/3/98 sold 5,000
6/3/98 sold 20,000
6/4/98 sold 9,000
6/5/98 sold 8,000
6/5/98 sold 2,000
6/5/98 sold 5,300
6/5/98 sold 1,700
6/5/98 sold 1,000
6/5/98 sold 10,000
6/5/98 sold 20,000
6/12/98 sold 20,000
6/15/98 sold 20,000
6/16/98 sold 35,000
6/16/98 sold 5,000
Jerry Chalmers McCall, Ph.D
Date Nature of Transaction Number of Shares
____ _____________________ ________________
previously owned: 217,014
10/2/97 purchase 8,000
11/3/97 purchase 10,000
4/29/98 sale 20,000
4/20/98 sale 15,000
5/14/98 sale 10,000
5/18/98 sale 10,000
O. Glenn Williams
Date Nature of Transaction Number of Shares
____ _____________________ ________________
previously owned: 39,848
10/23/96 purchase 10,000
12/20/96 purchase 1,500
12/26/96 purchase 8,500
7/22/97 sale 6,500
11/18/97 sale 5,000
4/23/98 sale 8,500
Vance P. Shaw
Date Nature of Transaction Number of Shares
____ _____________________ ________________
previously owned: 0
1/24/98 purchase 10,000
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Jan R. Thurman
Date Nature of Transaction Number of Shares
____ _____________________ ________________
previously owned 0
none
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BLUE PROXY CARD
ANNUAL MEETING OF STOCKHOLDERS OF
EUROPA CRUISES CORPORATION TO BE HELD ON JULY 10, 1998
TO VOTE FOR THE DIRECTOR NOMINEES SET FORTH BELOW
THIS PROXY IS SOLICITED BY THE COALITION OF CONCERNED SHAREHOLDERS
OF EUROPA CRUISES CORPORATION
The undersigned hereby appoints Brian R. D'Isernia, O. Glenn Williams and
Jerry Chalmers McCall, Ph.D, and each of them, each with full power of
substitution, as proxy of the undersigned, to attend the Annual Meeting of the
stockholders of Europa Cruises Corporation (the "Company") to be held at the
Grand Casino Biloxi Hotel, Bayview Tower, 280 Beach Boulevard, Biloxi,
Mississippi on July 10, 1998, commencing at 9:30 a.m., and at any and all
adjournments or postponements thereof and any special meeting called in lieu
thereof, and to vote all Common Stock of the Company, as designated on the
reverse side of this proxy, with all powers the undersigned would possess if
personally present at the meeting.
This Proxy will be voted or withheld from being voted in accordance with the
instructions specified. IF NO CHOICE IS SPECIFIED, THE PROXY WILL CONFER
DISCRETIONARY AUTHORITY AND WILL BE VOTED FOR THE COALTION'S SLATE LISTED
BELOW. This Proxy confers authority for each of the aforementioned persons to
vote in his or her discretion with respect to amendments or variations to the
matters identified in the notice of meeting accompanying this Proxy and other
matters which may properly come before this meeting.
(Please mark an "X" in the appropriate box)
THE COALITION RECOMMENDS
A VOTE FOR THE FOLLOWING DIRECTOR NOMINEES
1. ELECTION OF DIRECTORS. The following persons are hereby elected as
directors of the Company, each to serve until his successor is duly
elected and qualified:
Jerry Chalmers McCall, Ph.D, O. Glenn Williams, Vance P. Shaw and Jan R.
Thompson
[ ] FOR ALL NOMINEES LISTED ABOVE [ ] WITHHOLD AUTHORITY TO
(EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES
CONTRARY BELOW) ABOVE
INSTRUCTIONS. To withhold authority to vote for the election of any
candidate(s), write the name(s) of such candidate(s) in the following
space._______________________________
2. IN THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of the Company's common stock held by
the undersigned, and hereby ratifies and confirms all actions the herein named
proxies, their substitutes, or any of them may lawfully take by virtue hereof.
Please date this Proxy and sign it exactly as your name or names appear on
your stock certificates or on a label affixed thereto. When shares are held
jointly, EACH joint owner should sign. When signing as attorney, executor,
administrator, trustee, guardian, corporate officer, etc., give full title as
such. If shares are held by a corporation, please sign in full corporate name
by the President or other authorized officer. If shares are held by a
partnership, please sign in partnership name by an authorized person.
Dated:_______________________________
_____________________________________
Signature
_____________________________________
Signature, if held jointly
_____________________________________
Title of Authority
IN ORDER FOR YOUR PROXY TO BE VALID, IT MUST BE DATED.
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY
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