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 is
being sent to Stockholders on or about June 29, 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 Coalition is seeking to solicit the proxies
of Stockholders to be used: (i) to vote FOR the election of Messrs.
D'Isernia, Shaw, McCall and Jan R. Thurman, as directors of the Company to
serve until their successors are duly elected (Messrs. D'Isernia, Shaw,
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 in December 1992 and became Chairman
of the Board in March 1995. She is also President , Chief Executive
Officer, Treasurer and Secretary of the Company. 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 last
time the Company's common stock closed above $1.00 was over a year ago. As
a result of failing to meet Nasdaq's requirement of a minimum bid price of
$1.00 for continued listing on the Nasdaq SmallCap Market, 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, in April 1998 the Board
issued Ms. Vitale additional options for 750,000 shares at an exercise
price of $1.00 per share which, according to the Company's 1998 Proxy
Statement, gives her a total of 1,750,000 options. According to earlier
SEC filings, Ms. Vitale's prior options were granted at exercise prices
ranging from $0.75 to $1.50 per share. Although these option grants result
in Ms. Vitale having much to gain from an increase in the Company's stock
price, Ms. Vitale owns only 3,500 shares, and thus has little cash
investment to lose. According to the Company's 1998 Proxy Statement, Ms.
Vitale received no cash compensation in 1995 and 1996 and received salary
and bonus totaling $134,135 in 1997, which was paid in 1998.
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 a review of the operations of the Company and promptly
report the results to shareholders.
- Establish a shareholder newsletter and/or web site which will report
the status of the Company directly to the shareholders.
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- Work within the confines of agreements in place to find a joint
venture partner and, to the extent allowable, seek new capital and/or
partners for the Mississippi property.
- Develop a definitive plan of action for the operation of the boats
after reviewing the condition of the boats and performing an income
and expense analysis.
- 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). While the Coalition has not developed
any financing plan, the Coalition believes that there may be few
alternatives since the sale of assets is not a good alternative in
that the boats provide the revenue stream to support the continued
viability of the Company and that sale of additional shares further
dilutes shareholder ownership, which occurred with the recent
multiple stock sales.
- Hire a president with adequate casino experience for the
day-to-day operation of the Company. No potential president has been
identified at this time and no plan of compensation for such person
has been determined.
The Coalition's Slate of proposed directors represents many years of
diverse business experience which the Coalition believes is sorely needed
By the Company at this point and in the future. Mr. D"Isernia has 22 years
experience in the marine industry; 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. Thurman is
an attorney experienced in business matters.
THE COALITION AND ITS SLATE
The members of the Coalition are Brian R. D'Isernia, O. Glenn
Williams, Vance P. Shaw and Jerry Chalmers McCall, Ph.D. Information
concerning the Coalition's members and the Coalition's Slate, 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
Brian R. D'Isernia, 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. D'Isernia, Shaw,
McCall and Thurman. Each of Messrs. D'Isernia, 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.
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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 of the Company, except that Mr. D'Isernia served as a director of
the Company from September 1997 to January 1998 and Mr. McCall served
briefly as a director of the Company 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.
Beginning in February 1998 and continuing into June 1998, as a result
of his dissatisfaction with the Company's management and concerns about the
Company's prospects, Mr. D'Isernia sold a total of 504,600 shares of the
Company's Common Stock at prices ranging from $0.625 to $0.822 per share.
In April and May of 1998, Mr. McCall sold a total of 55,000 shares of the
Company's Common Stock for the same reasons. Mr. Williams sold 11,500
shares of the Common Stock in 1997 and 8,500 shares in April 1998 in order
to take advantage of what he believed were better investment opportunities
and because of his concerns about the Company's prospects. These members
of the Coalition ultimately determined that to protect their remaining
investments and those of fellow Stockholders the better course of action
was to cease their stock sales and attempt to unseat the current Board of
Directors and use their business expertise and experience to attempt to
improve the profitability of the Company.
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.
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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 Coalition and the Coalition's
Slate do not own any shares of the Company's 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 McCall, Director, National 180,014(2) .66%
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).
Brian R. D'Isernia, 54 President, Eastern 820,500(3) 3.00%
Shipbuilding Group,
2200 Nelson Street,
Panama City, Florida
32402 (shipyard)
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)
__________
(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.
(3) Includes 820,500 shares owned by Mr. D'Isernia's children.
The Coalition recommends a vote "FOR" the Coalition's Slate.
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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
- ---- ---------------------- ------------ --------
O. Glenn Williams, 47 Vice President, NationsBank, 39,848 .15%
N.A.(1), 901 Main Street,
Dallas, Texas 75202 since
1987; outsourced as an
employee of Amresco from
December 1992 to September
1994.
_____________
(1) Mr. Williams is participating in the Coalition in his individual
capacity and not as a representative of his employer.
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 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
Gaming Invest 1,440,334 Common 5.27% 10.83%
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, 6,003,500 Common 21.95% 19.91%
Esquire (3)(4)(5)
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%
________________
(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 6,650,060 24.32% 22.05%
Officers 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 $27,000.
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 March 12, 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
6/2/98 sold 5,500
6/2/98 sold 5,000
6/2/98 sold 9,500
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Brian R. D'Isernia (continued)
Date Nature of Transaction Number of Shares
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
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 COALITION'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:
Brian R. D'Isernia, Jerry Chalmers McCall, Ph.D, Vance P. Shaw and Jan
R. Thurman
[ ] FOR ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY TO
ABOVE (EXCEPT AS VOTE FOR ALL NOMINEES
MARKED TO THE CONTRARY ABOVE
BELOW)
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.
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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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