SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EUROPA CRUISES CORPORATION
(Name of Registrant as Specified in its Charter)
(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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- 1 -
<PAGE>
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
- 2 -
<PAGE>
EUROPA CRUISES CORPORATION
150 153rd Avenue
Suite 200
Madeira Beach, FL 33708
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 10, 1998
----------------
TO THE SHAREHOLDERS OF
EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Europa Cruises Corporation (the "Company") will be held on July 10, 1998 at The
Grand Casino Biloxi Hotel - Bayview Tower, 280 Beach Boulevard, Biloxi,
Mississippi 39530 at 9:30 a.m., local time, for the following purposes:
(1) To elect four directors to hold office until the next annual
meeting of shareholders and until their successors have been
duly elected and qualified.
(2) To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on June 5, 1998
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting or any adjournments thereof.
Your shares should be represented at this meeting, whether or not you
are able to attend personally. Therefore, we ask you to complete, date, sign and
mail the enclosed proxy card promptly.
The Annual Report to Shareholders of Europa Cruises Corporation for the
year ended December 31, 1997 is enclosed.
By Order of the Board of Directors
/s/ Deborah A. Vitale
_____________________________________
Deborah A. Vitale
Chairman of the Board,
President and Chief Executive Officer
June 12, 1998
<PAGE>
EUROPA CRUISES CORPORATION
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors (the "Board")
of Europa Cruises Corporation (the "Company") for use at the Annual Meeting of
Shareholders, and any adjournments thereof, to be held on July 10, 1998 at The
Grand Casino Biloxi Hotel - Bayview Tower, 280 Beach Boulevard, Biloxi,
Mississippi 39530 at 9:30 a.m., local time, for the purposes set forth in the
foregoing Notice of Annual Meeting of Shareholders (the "Meeting").
All costs of this solicitation of proxies will be borne by the Company.
In addition to solicitations by mail, the Company's directors, officers, and
regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph, and personal interviews. Brokers, custodians, and
fiduciaries will be required to forward proxy soliciting material to the owners
of stock held in their names. The Company will reimburse banks and brokers for
their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy material.
Shareholders executing proxies may revoke them at any time prior to use
by written notice to the Secretary of the Company, by subsequently executing
another proxy, or by attending the Meeting and voting in person. A proxy when
executed and not revoked will be voted and, if it contains any specifications,
it will be voted in accordance therewith. If no choice is specified, shares
covered by the proxy will be voted in favor of the Board's nominees for election
of directors and in the discretion of the proxy holder upon such other matters
as may properly come before such meeting or any adjournments thereof.
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders on or about June 12, 1998. A copy of the Annual Report for 1997 is
enclosed herewith.
The address of the Company's executive offices is 150 153rd Avenue, Suite 200,
Madeira Beach, Florida 33708.
SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERS
At the close of business on June 5, 1998, the record date for
determining the shareholders entitled to vote at the annual meeting, there were
issued and outstanding and entitled to vote a total of 27,345,349 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), 926,000
shares of the Company's Series "S" Preferred Stock (the "S Preferred Stock") and
900,000 shares of the Company's Series "S-NR" Preferred Stock (the "NR Preferred
Stock"). The S Preferred Stock and the NR Preferred Stock are collectively
referred to herein as the "Preferred Stock." The Common Stock and Preferred
Stock vote as a single class, and each share is entitled to one vote per share.
The shares of stock represented at the Meeting, either in person or by proxy,
and entitled to vote thereat, shall constitute a quorum for the purpose of the
Meeting. Votes cast by proxy or in person at the Meeting will be tabulated by
the judge of elections appointed for the Meeting.
<PAGE>
Based upon filings with the Securities and Exchange Commission pursuant to
Sections 13 and 16 of the Securities Exchange Act of 1934, the only persons who
owned of record or were known by the Company to own beneficially on June 5,
1998, more than 5% of any class of the outstanding voting shares of the Company
were as follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT
NAME AND ADDRESS SHARES OWNED CLASS(1) VOTING
- ---------------- ------------ ---------- -------
<S><C>
Serco International Limited (2) 1,440,334 Common 5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Austroinvest International Limited(2) 1,440,334 Common 5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Gaming Invest Corporation (2) 1,440,334 Common 5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Europa Cruises Corporation(3) 4,250,000 Common 15.54% 14.09%
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., Apt.401 900,000 S-NR Preferred 100.00%
Madeira Beach, Florida 33708 926,000 S Preferred 100.00%
</TABLE>
- --------------------
(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) 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. As of December
31, 1997, 750,000 ESOP shares had been released and 500,000 ESOP shares
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.
- 2 -
<PAGE>
The following table sets forth as of June 5, 1998, the beneficial
ownership of the outstanding voting shares of the Company by directors,
nominees, certain executive officers and all directors and executive officers as
a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT PERCENT
NAME AND ADDRESS COMMON STOCK OWNED OF COMMON STOCK OF VOTING STOCK (1)
- ---------------- ------------------ --------------- ------------------
<S><C>
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, Va 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, Oh 44116
Gregory Harrison 270,000 (6) .99% .9%
Director
16209 Kimberly Grove
Gaithersburg, Md 20878
Paul DeMattia 139,000 (6) .51% .46%
Director
6366 Eastland Rd.
Brookpark, Ohio 44142
All Directors and Officers 6,650,060 24.32% 22.05%
as a Group (4 persons):
</TABLE>
- -------------------
(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.
ELECTION OF DIRECTORS
The Board has fixed the number of directors at four. The term of each
director elected will be until the next Annual Meeting of Shareholders or until
his or her successor is duly elected and qualified. Each nominee is, at present,
available for election, but if any nominee should become unavailable, the
persons voting the accompanying proxy may, at their direction, vote for a
substitute. The election of each director requires the vote of holders of a
plurality of the outstanding Common Stock and Preferred Stock, counted as a
single class, present and voting at the Meeting.
- 3 -
<PAGE>
The Board has nominated the following four persons for election at the Meeting.
Unless otherwise indicated in this proxy statement, the business address of each
nominee is the executive offices of the Company. Certain information concerning
the nominees is set forth below.
<TABLE>
<CAPTION>
Name Age Title
- ---- --- -----
<S><C>
Deborah A. Vitale 48 Chairman of the Board, President,
Chief Executive Officer, Secretary and
Treasurer
John R. Duber 42 Director, Vice-President, Assistant Secretary
and Director of Investor Relations
Paul J. DeMattia 38 Director
Gregory A. Harrison 53 Director
</TABLE>
DEBORAH A. VITALE, was elected Chairman of the Board of Directors in March 1995
and was appointed Secretary of the Company in November 1994. She has been a
Director of the Company since December 1992. On February 14, 1997, Ms. Vitale
was appointed Chairman of the Board of Directors of Casino World, Inc. and
Chairman of the Board of Directors of Mississippi Gaming Corporation. On
September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and
Mississippi Gaming Corporation. On February 20, 1998, Ms. Vitale was appointed
President and Chief Executive Officer of Europa Cruises Corporation. Ms. Vitale
is a trial attorney, by background, with nineteen years of experience handling
complex civil litigation and is licensed to practice law in Maryland, Virginia
and Washington D.C. Ms. Vitale was a partner in the firm of Miller & Vitale,
P.C. from November 1990 to September 1992. From 1986 to 1990, Ms. Vitale was Of
Counsel to the firm of Jacobi & Miller in Alexandria, Virginia. Ms. Vitale has,
in the past, served as a staff attorney at the Federal Communications Commission
and had served as Listing Official for the Environmental Protection Agency.
JOHN R. DUBER, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company at its Director
of Investor Relations. Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998. Since 1992, Mr. Duber has worked as a
consultant in the trucking industry. Mr. Duber received his Bachelor of Science
Degree from John Carroll University in 1977.
PAUL J. DEMATTIA, was named as a Director of the Company on February 20, 1998.
Mr. DeMattia attended the West Side Institute of Technology from 1979 to 1983.
Mr. DeMattia is the founder of DeMattia Cartage, Incorporated, and has served as
President of that company, which owns and operates various trucks and trailers
for specialized delivery service, since 1983. Mr. DeMattia is the recipient of
the W.W. Grainger, Inc. Outstanding Service Award for 1992-1993.
GREGORY A. HARRISON, was named as a Director of the Company on February 20,
1998. Mr. Harrison is a consulting forensic engineer with over twenty-eight
years of diversified safety engineering experience with NASA, DOD, NBS, NRC,
ARAMCO, and Tenera, L.P. Mr. Harrison has qualified as an expert witness in
various courts in eight states. Mr. Harrison received a B.S. degree in Fire
Protection Engineering from the University of Maryland in 1966; an M.S. degree
in Civil Engineering from the University of Maryland in 1970, an M.S. degree in
Engineering Administration from George Washington University in 1979 and a PH.D.
in Safety Engineering from Kennedy-Western University in 1994. Mr. Harrison
holds a top secret security clearance with the U.S. Department of Energy. Mr.
Harrison has served on the Board of Directors of Data Measurement Corporation
and First Patriot National Bank and is a current Advisory Board member of United
Bank.
The Board, as then comprised, held seven meetings during the fiscal year
ended December 31, 1997, of which each director attended at least 75% during the
period for which he or she was a director. The Board did not have a
compensation, audit or nominating committee during the
- 4 -
<PAGE>
fiscal year ended December 31, 1997. The Board formed an audit committee on
February 20, 1998, consisting of Paul DeMattia and Gregory Harrison, both of
whom are outside Directors and Deborah A. Vitale and John R. Duber, both of whom
are Directors and Officers of the Company. The Audit Committee, which convenes
at each meeting of the Board, has authority with respect to the financial audit
and reporting functions of the Company, including the review of internal
accounting procedures and the review and oversight of the Company's independent
accountants.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon its review of Forms 3, 4 and 5 and any amendments
thereto furnished to the Company pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, all of such forms were filed on a timely basis
by reporting persons during 1997.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of certain
executive officers of the Company and its wholly owned subsidiaries, Casino
World, Inc. and Mississippi Gaming Corporation. No other person serving as an
executive officer on December 31, 1997, received cash compensation in excess of
$100,000 during any of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------- ---------------------------------------
AWARDS PAYOUTS
------------------- -------------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND PRINCIPAL COMPEN- STOCK LTIP COMPEN-
OCCUPATION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
------------------------- ---- ------- ------ ------ ------ ------- ------- ------
<S><C>
Deborah A. Vitale (3) (4) 1997 (7) $84,135 $50,000 None None None None None
President and Chief Executive Officer 1996 None(3) None None None 800,000 None None
as of February 20, 1998 1995 None(3) None None None None None None
Lester E. Bullock (1) (2) 1997 $125,000 $25,000 None None None None Car Rental(5)
Former President and Chief 1996 $134,000 None None None 400,000 None Car Rental
Executive Officer of the Company 1995 $100,000 $29,000 None None None None None
Debra L. Gladstone 1997 $85,000 $7,500 None None None None Car Rental(6)
Former Chief Financial Officer 1996 $70,000 None None None 50,000 None None
and 15,000
shares of
common
</TABLE>
(1) On July 18, 1994, Mr. Bullock became President and Chief Executive
Officer of the Company. On February 20, 1998, Mr. Bullock was removed as
President and Chief Executive Officer of the Company. On February 20,
1998, Mr. Bullock resigned as a Director.
(2) Mr. Bullock was granted options to purchase 400,000 shares of Common
Stock exercisable at $.75 per share. 250,000 were granted for services
rendered as a Director. 150,000 were granted for services on the Board
not traditionally provided by a Director.
(3) Ms. Vitale received no cash compensation during 1995 or 1996 as an
executive officer of the Company.
(4) Ms. Vitale was granted options to purchase 800,000 shares of Common
Stock exercisable at $.75 per share. 250,000 were granted for services
rendered as a Director. 550,000 where granted for services on the Board
not traditionally provided by a Director
(5) In 1997, Mr. Bullock's monthly vehicle lease payment, including tax, was
$783.10.
(6) In 1997, Mrs. Gladstone's monthly vehicle lease payment, including tax,
was $503.54.
(7) Ms. Vitale did not receive any salary or bonus for 1997 until 1998.
- 5 -
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the executive officers and directors during the
year ended December 31, 1997.
AGGREGATE OPTION EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows stock options exercised by certain executive officers
during the fiscal year ended December 31, 1997. In addition, this table includes
the number of shares covered by both exercisable and non-exercisable stock
options as of December 31, 1997. None of the following options are "incentive
stock options" within the meaning of Section 422A of the Internal Revenue Code
of 1986.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED REALIZED OPTIONS AT YEAR-END AT YEAR-END(2)
ON EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ---------- --------------------------- ----------- -------------
<S><C>
Lester E. Bullock None None 550,000 None $0 -
Piers Hedley None None 250,000 None $0 -
Deborah A. Vitale None None 1,000,000 None $0 -
Debra L. Gladstone None None 50,000 None $0 -
Charles H. Reddien None None 300,000 None $0 -
</TABLE>
(1) The "Value Realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date
of exercise over the exercise price). However, because the officer may
keep the shares acquired upon the exercise of options or sell them at a
different price, this amount does not necessarily reflect cash realized
upon the sale of those shares.
(2) "In-the-Money Options" are options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock at the
end of the last fiscal year ($.6875 per share) exceeded the exercise
price of the options.
DIRECTORS COMPENSATION
From January 1, 1995 through August 1997, Directors were paid $1,500 per month
for serving as Directors of the Company. Directors are reimbursed for certain
approved expenses incurred in connection with Company business and for certain
approved expenses incurred in connection with attendance at non-telephonic Board
meetings and non-telephonic committee meetings.
In 1996, Lester E. Bullock, a Director, was awarded 400,000 stock options
exercisable at $.75 per share, 250,000 of these options were awarded for
services rendered as a Director. In 1996, Piers Hedley, a Director, was awarded
250,000 stock options exercisable at $.75 per share for services rendered as a
Director. In 1996, Deborah A. Vitale, a Director, was awarded 800,000 options
exercisable at $.75 per share, 250,000 of these options were awarded for
services rendered as a Director.
On March 3, 1998, the Company entered into an Agreement to Cancel 500,000
Options to Purchase Common Stock held by the Company's former President, Lester
Bullock, for $75,000 or $.15 per share. These options were used, in part, to
compensate the new Board of Directors and management. On March 24, 1998, Gregory
Harrison, a Director was awarded 50,000 options exercisable at $1.00 per share
for services rendered as a Director, provided he remained a Director for six
months from the date of his appointment (unless removed by vote of the
shareholders or a failure to be nominated to the next Board of Directors or
unless unable to serve due to death or by
- 6 -
<PAGE>
reason of physical or mental incapacity.) On March 24, 1998, Paul DeMattia, a
Director, was awarded 50,000 options exercisable at $1.00 per share for services
rendered as a Director, provided he remained a Director for six months from the
date of his appointment (unless removed by vote of the shareholders or a failure
to be nominated to the next Board of Directors or unless unable to serve due to
death or by reason of physical or mental incapacity.) On March 24, 1998, John R.
Duber, a Director, was awarded 100,000 options exercisable at $1.00 per share,
50,000 of which were awarded for services rendered as a Director provided he
remained a Director for six months from the date of his appointment (unless
removed by vote of the shareholders or a failure to be nominated to the next
Board of Directors or unless unable to serve due to death or by reason of
physical or mental incapacity) and 50,000 of which were awarded for other
services rendered to the Company which were not conditioned on continued
service. On April 3, 1998, Deborah A. Vitale, a Director, was awarded 750,000
options exercisable at $1.00 per share for services rendered as Director and
President of Europa and its subsidiaries, provided she remained a Director for
six months from the date the Board awarded the options (unless removed by vote
of the shareholders or a failure to be nominated to the next Board of Directors
or unless unable to serve due to death or by reason of physical or mental
incapacity.)
CERTAIN TRANSACTIONS
On August 18, 1994, the Company established the Europa Cruises Corporation
Employee Stock Ownership Plan (the "ESOP"). This ESOP, which is a qualified
retirement plan under the provisions of Section 401(a) of the Internal Revenue
Code and an employee stock ownership plan within the meaning of Section
4975(e)(7) of the Internal Revenue Code, was established primarily to invest in
stock of the Company. All employees as of December 31, 1994, and subsequent new
employees having completed 1,000 hours of service are eligible to participate in
the ESOP. The Company also established a trust called the Europa Cruises
Corporation Employee Stock Ownership Plan, Trust Agreement to serve as the
funding vehicle for the ESOP. The Trustees of this trust are Deborah A. Vitale
and John R. Duber. As of June 5, 1998, 750,000 shares of Common Stock have been
allocated to participants in the ESOP. Unallocated shares are voted by the
Trustees. The Trustees are required to vote the ESOP shares in the best
interests of the ESOP beneficiaries.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a
ten-year promissory note bearing interest at eight percent per annum. On August
24, 1994, the ESOP purchased 2,880,000 shares of the Company's Common Stock with
the proceeds of the loan. On August 25, 1994 the Company loaned an additional
$3,180,000 to the ESOP in exchange for a ten year promissory note bearing
interest at eight percent per annum. On August 26, 1994, the ESOP purchased an
additional 2,120,000 shares of the Company's Common Stock with the proceeds of
the loan. The shares of Common stock were pledged to the Company as security for
the loans. The promissory notes will be repaid with the proceeds of annual
contributions made by the Company to the ESOP. In April of 1995, the Company
agreed to extend the maturity of the loans to twenty years. Through December 31,
1997, the Company paid $6,925,000 to the ESOP which was used to repay principal
and interest on the promissory notes.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP, as the Company's
auditors for the current fiscal year ending December 31, 1997. BDO Seidman, LLP,
has served as independent auditors for the Company since 1990, and
representatives of that firm are expected to be present at the Meeting and shall
have an opportunity to make a statement if they desire to do so and to respond
to appropriate questions.
- 7 -
<PAGE>
OTHER MATTERS
The management is not aware of any matters not referred to in the
attached Notice of Meeting which will be presented for action at the Meeting. If
any other matters properly come before the Meeting, it is intended that the
shares represented by the proxy will be voted with respect thereto in accordance
with the judgment of the persons voting them.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals which shareholders intend to present at the 1999 Annual
Meeting of Shareholders must be received by Europa Cruises Corporation no later
than March 12, 1999, to be eligible for inclusion in the proxy material for the
meeting.
By Order of the Board of Directors
/s/ Deborah A. Vitale
___________________________________
Deborah A. Vitale
Chairman of the Board
President and Chief Executive Officer
- 8 -
<PAGE>
EUROPA CRUISES CORPORATION
This Proxy is solicited on behalf of the Board of Directors The undersigned,
revoking any prior proxies or consents, hereby appoints as his or her proxies
with full power of substitution and revocation Deborah A. Vitale and John R.
Duber, or either of them, to vote all shares of Common Stock or S Preferred
Stock or S-NR Preferred Stock of the undersigned in Europa Cruises Corporation
with all of the powers that the undersigned would have if personally present, at
the Annual Meeting of Shareholders of Europa Cruises Corporation, to be held on
Friday, July 10, 1998 at The Grand Casino Biloxi Hotel -- Bayview Tower, 280
Beach Boulevard, Biloxi, Mississippi 39530 at 9:30 a.m. local time and at any
and all adjournments thereof and to take the actions specified in item 2 below.
The Board of Directors recommends a vote FOR the nominees listed below.
1. TO ELECT FOUR DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING
OF SHAREHOLDERS.
<TABLE>
<S><C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA
JOHN R. DUBER GREGORY A. HARRISON
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below
____________________________________________________________________________
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
(Continued and to be signed and dated on reverse side)
<PAGE>
(Continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: , 1998
_____________________
_________________________________
Signature
_________________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
