SCHEDULE 14A INFORMATION
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:
[ ] 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 Rule 14a-11(c) or Rule 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:
<PAGE>
EUROPA CRUISES CORPORATION
150 - 153rd Avenue
Suite 200
Madeira Beach, FL 33708
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 1999
----------------
TO THE STOCKHOLDERS OF
EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Meeting") of Europa Cruises Corporation, a Delaware Corporation (the
"Company"), will be held on Friday, August 27, 1999 at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530 at 9:30 a.m., local time, for the
following purposes:
(1) To elect five directors to hold office until the next annual meeting
of stockholders 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 July 23, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournments thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING,
YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
The annual report to stockholders of Europa Cruises Corporation for the
year ended December 31, 1998 is enclosed. A complete list of stockholders
entitled to vote at the Meeting shall be open to the examination of any
stockholder, for any purpose germane to the Meeting, during ordinary business
hours at least ten days prior to the Meeting at the place where the Meeting is
to be held. The list shall also be produced and kept at the time and place of
the Meeting and may be inspected by any stockholder who is present.
By Order of the Board of Directors
Deborah A. Vitale
Chairman of the Board,
August 5, 1999 President and Chief Executive Officer
<PAGE>
EUROPA CRUISES CORPORATION
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Europa Cruises Corporation, a Delaware corporation (the "Company"), for use at
the annual meeting of stockholders, and any adjournments thereof (the
"Meeting"), to be held on Friday, August 27, 1999 at Beau Rivage, 875 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 Stockholders (the
"Notice").
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 materials.
Stockholders 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, stock
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 the Meeting or any adjournments thereof.
This proxy statement, the accompanying proxy, and the Company's annual
report to stockholders for the year ended December 31, 1998 (the "Annual
Report"), were first sent or given to stockholders on or about August 5, 1999.
COPIES OF THE ANNUAL REPORT ON FORM 10-KSB, NOT INCLUDING EXHIBITS, WILL BE
FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY
AT ITS EXECUTIVE OFFICES: EUROPA CRUISES CORPORATION, ATTENTION: INVESTOR
RELATIONS, 150 - 153RD AVENUE, SUITE 200, MADEIRA BEACH, FLORIDA 33708. EXHIBITS
TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS UPON THE
PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING
SUCH EXHIBITS. A complete list of stockholders entitled to vote at the Meeting
shall be open to the examination of any stockholder, for any purpose germane to
the Meeting, during ordinary business hours at least ten days prior to the
Meeting at the place where the Meeting is to be held. The list shall also be
produced and kept at the time and place of the Meeting and may be inspected by
any stockholder who is present.
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<PAGE>
BENEFICIAL OWNERSHIP
At the close of business on July 23, 1999, the record date for determining
the stockholders entitled to vote at the Meeting, there were issued and
outstanding and entitled to vote a total of 31,011,469 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 "S-NR Preferred
Stock"). The S Preferred Stock and the S-NR Preferred Stock are collectively
referred to herein as the "Preferred Stock." The Common Stock and Preferred
Stock (collectively referred to as the "Voting Stock") vote as a single class,
and each share of Voting Stock is entitled to one vote per share. A majority of
the shares of Voting Stock represented at the Meeting, either in person or by
proxy, and entitled to vote thereat, shall constitute a quorum for purposes 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.
The following table sets forth, to the Company's knowledge, as of July 23,
1999, based on filings with the Securities and Exchange Commission, the
beneficial ownership of the outstanding Voting Stock held by (i) each person or
entity beneficially owing more than 5% of the shares of Voting Stock, (ii) each
director, nominee, and certain executive officers, individually, and (iii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares of Voting Percent
Name and Address Stock Owned(1) Percent of Class Voting(1)
- ---------------- -------------------------- ---------------- ---------
<S><C>
FIVE PERCENT HOLDERS:
Serco International Limited (2) 1,340,334 Common 4.32% 9.64%
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) 1,340,334 Common 4.32% 9.64%
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) 1,340,334 Common 4.32% 9.64%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Ernst G. Walter(2) 1,340,334 Common 4.32% 9.64%
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) 5,000,000 Common 16.12% 15.23%
Employee Stock Ownership Plan
Trust Agreement
150 - 153rd Avenue
Madeira Beach, Florida 33708
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S><C>
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Deborah A. Vitale, Esquire (3)(4)(5) 7,159,167 Common 21.60% 20.47%
Chairman, President, CEO,
Secretary and Treasurer;
Chairman, President,
Secretary and Treasurer of
Casino World, Inc. and
Mississippi Gaming Corp. (6)
1013 Princess Street
Alexandria, VA 22314
John R. Duber (3)(7) 4,487,560 Common 14.47% 13.62%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Rocky River, Ohio 44116
Gregory Harrison(8) 730,000 Common 2.35% 2.22%
Director
16209 Kimberly Grove
Gaithersburg, MD 20878
Paul DeMattia(9) 130,000 Common 0.42% 0.40%
Director
6366 Eastland Road
Brookpark, OH 44142
James Illius(10) 2,492,051 Common 8.04% 7.59%
Director
3791 Frances Drive
Rocky River, Ohio 44116
All Directors and Officers as a Group: 10,748,778 Common 32.24% 30.56%
</TABLE>
- ----------
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages. Unless otherwise stated in the notes
below, all references to options are to options exercisable currently and
within 60 days of July 23, 1999.
(2) Serco International Limited, Austroinvest 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 100,000 shares of Common Stock
underlying options Dr. Walter has the immediate right to exercise at $1.50
per share and which expire on August 3, 1999.
(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 (the "Trustees"). As of
December 31, 1998, 750,000 shares of Common Stock under the ESOP (the
"ESOP Stock") had been allocated to participants in the ESOP and 4,250,000
shares of ESOP Stock have remained
-3-
<PAGE>
unallocated. The participants in the ESOP are entitled to direct the
Trustees as to the manner in which the ESOP Stock allocated to their
respective accounts are voted, and the Trustees vote the unallocated
ESOP Stock. The Trustees are required to vote the unallocated ESOP
Stock in the best interests of ESOP beneficiaries.
(4) Includes 28,500 directly owned shares of Common Stock; 480,667 shares
of Common Stock issuable on conversion to Ms. Vitale in connection with
Ms. Vitale's loan to the Company for working capital purposes in the
amount of $284,211 in October 1998, $216,300 of which is still
outstanding and convertible at $0.45 per share; 4,250,000 shares of
unallocated ESOP Stock voted as a Trustee of the ESOP; options to
purchase 1,650,000 shares of Common Stock as follows: 750,000 shares of
Common Stock immediately exercisable at $1.00 per share, which expire on
April 3, 2003 and which were awarded conditioned on continued service,
as set forth in note 5, below; 800,000 shares of Common Stock
immediately exercisable at $0.75 per share, which expire on April 18,
2001; and 100,000 shares of Common Stock immediately exercisable at
$1.50 per share, which expire on August 31, 1999. Also includes 750,000
shares of Common Stock held by International Hospitality, Inc. for which
Ms. Vitale holds a one year proxy, which expires on December 31, 1999.
(5) The options are contingent on the Director remaining a Director for six
months from the date of his or her appointment (unless removed by a vote
of the stockholders or a failure to be nominated to the next Board or
unless unable to serve due to death or by reason of physical or mental
incapacity).
(6) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(7) Includes 137,560 directly owned shares of Common Stock; 4,250,000 shares
of unallocated ESOP Stock voted as a Trustee of the ESOP; and options to
purchase 100,000 shares of Common Stock immediately exercisable at $1.00
per share and which expire on March 24, 2003, 50,000 of which were awarded
conditioned on continued service, as set forth in note 5.
(8) Includes 680,000 directly owned shares of Common Stock; and options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00
per share, which expire on March 24, 2003 and which were awarded
conditioned on continued service, as set forth in note 5, above.
(9) Includes 80,000 directly owned shares of Common Stock; and options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00
per share, which expire on March 24, 2003 and which were awarded
conditioned on continued service, as set forth in note 5, above.
(10) Includes 2,422,651 directly owned shares of Common Stock; 17,400 shares of
Common Stock owned by Mr. Illius' wife, 16,000 shares of Common Stock
owned by Mr. Illius' son; 16,000 shares of Common Stock owned by Mr.
Illius' daughter; and 20,000 owned by Builders' Loft, Inc., a company
wholly owned by Mr. Illius and of which Mr. Illius is President.
-4-
<PAGE>
ELECTION OF DIRECTORS
The Board consists of five directors whose terms continue until the next
annual meeting of stockholders or until his or her successor is duly elected and
qualified. The Board has nominated the following five 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.
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 Voting Stock, counted as a
single class, present and voting at the Meeting. THE BOARD RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
Name Age Title
- ---- --- -----
Deborah A. Vitale 49 Chairman of the Board, President, Chief
Executive Officer, Secretary and Treasurer
John R. Duber 43 Director, Vice-President, Assistant
Secretary and Director of Investor Relations
Gregory A. Harrison 54 Director
Paul J. DeMattia 39 Director
James Illius 49 Director
DIRECTORS
DEBORAH A. VITALE, was elected Chairman of the Board 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 twenty years of experience handling complex civil litigation
and is licensed to practice law in Maryland, Virginia and Washington D.C. From
September 1992 through 1997, Ms. Vitale practiced law as a solo practitioner.
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.
-5-
<PAGE>
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 as 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.
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.
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.
JAMES ILLIUS, was named as a Director of the Company on May 20, 1999. Mr. Illius
has been a stockholder of the Company since June of 1994 and is the largest
holder of Common Stock of the Company. Mr. Illius has been involved in the
building and construction industry for approximately thirty years. Mr. Illius is
the founder and president of Builders' Loft, Inc., a wholesale building
supplier, which employs eleven and has sales of approximately five million
dollars annually. Mr. Illius is a stock market investor and manages Builders'
Loft, Inc.'s pension fund. Mr. Illius also invests in and develops commercial
real estate.
KEY PERSONNEL
ROBERT ZIMMERMAN, was appointed Chief Financial Officer of the Company on July
27, 1998. From May of 1994 until joining Europa, Mr. Zimmerman served as
Controller for the North and Central American operations of Casinos Austria
International, Ltd. From 1980 through 1993, Mr. Zimmerman served as
Vice-President of Finance for the Industrial Controls subsidiary of Emerson
Electric Company. Prior to 1980, Mr. Zimmerman was employed with the public
accounting firm of Fiddler and Co. for seven years.
-6-
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board held sixteen (16) meetings during the year ended December 31,
1998. Each Director attended at least 75% of the total number of Board meetings
during the period for which he or she was a Director. The Board did not have a
compensation or nominating committee during the year ended December 31, 1998.
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
The following table sets forth certain information regarding compliance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, during
the year ended December 31, 1998. This information is based on a review of
reports and other information furnished to the Company by its directors and
officers (collectively, the "Reporting Persons").
TRANSACTIONS
THAT WERE NOT KNOWN FAILURE
REPORTED ON A TO FILE A
LATE REPORTS TIMELY BASIS REQUIRED FORM
REPORTING PERSON (#) (#) (#)
- ---------------- ------------ ------------- -------------
Deborah A. Vitale (1) 3 3 3
John R. Duber (2) 2 1 2
Gregory A. Harrison (3) 1 0 1
Paul J. DeMattia (4) 2 1 2
James Illius (5) 3 2 3
Robert Zimmerman (6) 1 0 1
- ---------------
(1) Ms. Vitale was granted an option for 750,000 shares of Common Stock on
April 3, 1998, which should have been reported on a Form 5 by February 14,
1999. Ms. Vitale made an indirect purchase as a result of a loan to the
Company convertible into shares of Common Stock in October 1998 (the
"Vitale Loan") which should have been reported on a Form 4 by November 10,
1998. Ms. Vitale made an indirect sale as a result of a partial repayment
of the Vitale Loan in November 1998 which should have been reported on a
Form 4 by December 10, 1998.
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<PAGE>
(2) Mr. Duber became a Director of the Company on February 18, 1998, and his
holdings in the Company should have been reported on a Form 3 by February
28, 1998. Mr. Duber was granted an option for 100,000 shares of Common
Stock on March 24, 1998, which should have been reported on a Form 5 by
February 14, 1999.
(3) Mr. Harrison became a Director of the Company on February 20, 1998, and
his holdings in the Company should have been reported on a Form 3 by March
2, 1998.
(4) Mr. DeMattia became a Director of the Company on February 20, 1998, and
his holdings in the Company should have been reported on a Form 3 by March
2, 1998. Mr. DeMattia was granted an option for 50,000 shares of Common
Stock on March 24, 1998, which should have been reported on a Form 5 by
February 14, 1999.
(5) Mr. Illius became a Director of the Company on May 20, 1999, and his
holdings in the Company should have been reported on a Form 3 by May 30,
1999. Mr. Illius made an indirect purchase as a result of a loan to the
Company convertible into shares of Common Stock on November 26, 1998 and
December 2, 1998 (the "Illius Loan") each of which should have been
reported on a separate Form 4 by December 10, 1998, and January 10, 1999,
respectively.
(6) Mr. Zimmerman's employment by the Company began on July 27, 1998, and his
holdings in the Company should have been reported on a Form 3 by August 6,
1998.
The Reporting Persons will file the above reports in the next few weeks.
To the Company's knowledge, all other Reporting Persons complied with all
applicable Section 16(a) filing requirements.
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, 1998, received cash compensation in
excess of $100,000 during any of the last three fiscal years.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------------------- ----------------------------------------------
Awards Payouts
------------------------ ---------------------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Awards SARs Payout Compensation
Occupation Year ($) ($) ($) ($) ($) ($) ($)
- ------------------ ---- ------ ----- ------------ ---------- ----------- ------ ------------
<S><C>
Deborah Vitale (1) 1998 $125,000 None None None 750,000 None None
President and CEO 1997 $84,135 $50,000 None None None None None
1996 None None None None 800,000 None None
Lester E. Bullock (2) 1998 $ 40,865 None $75,000(5) None None None Car Rental
Former President and CEO 1997 $125,000 $25,000 None None None None Car Rental
of the Company 1996 $134,000 None None None 400,000 None Car Rental
</TABLE>
- ----------
(1) Ms. Vitale has served as President and Chief Executive Officer of the
Company since February 20, 1998. On April 18, 1996, Ms. Vitale was granted
options to purchase 800,000 shares of Common Stock immediately exercisable
at $0.75 per share, which expire on April 18, 2001, 250,000 of which were
granted for services rendered as a Director and 550,000 of which were
granted for services on the Board not traditionally provided by a
Director. On April 3, 1998, Ms. Vitale was granted options to purchase
750,000 shares of Common Stock immediately exercisable at $1.00 per share,
which expire on April 3, 2003 and which were granted for services rendered
as a Director and President of Europa and its subsidiaries.
(2) On July 18, 1994, Mr. Bullock became President of the Company. On April
18, 1996, Mr. Bullock was granted options to purchase 400,000 shares of
Common Stock immediately exercisable at $0.75 per share, which expire on
April 18, 2001. Mr. Bullock's monthly vehicle lease payment, including
tax, was $783.10 in 1997 and 1998. On February 20, 1998, Mr. Bullock was
removed as President and Chief Executive Officer of the Company and
resigned as a Director. On March 6, 1998 Mr. Bullock was terminated as an
employee of the Company. On March 3, 1998, the Company entered into an
agreement with Mr. Bullock to cancel his options to purchase 500,000
shares Common Stock for $75,000 or $0.15 per share.
DIRECTORS COMPENSATION
In September 1997, the Company ceased paying cash compensation to its
non-employee Directors. The Company has from time to time compensated its
non-employee Directors by granting options to them. Directors are reimbursed for
certain approved expenses incurred in connection with attendance at
non-telephonic Board meetings and non-telephonic committee meetings.
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<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
During the year ended December 31, 1998, options to purchase 960,000
shares of Common Stock were granted to directors, executive officers and other
employees of the Company. The following table provides information as to grants
of stock options made during the year ended December 31, 1998, and held by the
following directors and executive officers. No stock appreciation rights with
respect to the shares of Common Stock were outstanding at such date.
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/
UNDER-LYING SARs GRANTED TO
OPTIONS/ EMPLOYEES IN EXERCISE OR
SARs GRANTED YEAR ENDED BASE PRICE EXPIRATION
NAME (#) 12/31/98 ($/Sh) DATE
- ---- ------------ ---------------- ----------- ----------
Deborah A. Vitale 750,000 78.13% $1.00 April 3, 2003
John R. Duber 100,000 10.42% $1.00 March 24, 2003
Gregory Harrison 50,000 5.21% $1.00 March 24, 2003
Paul DeMattia 50,000 5.21% $1.00 March 24, 2003
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows the number of shares of Common Stock
beneficially owned by certain executive officers of the Company and outstanding
as of the year ended December 31, 1998. None of the following options are
"incentive stock options" within the meaning of Section 422A of the Internal
Revenue Code of 1986. No options were exercised by these executive officers
during the year ended December 31, 1998.
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<PAGE>
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-The-
Unexercised Options at Year-End Money Options at Year-End(2)
------------------------------- ----------------------------
Shares of
Common
Stock Value
Acquired On Realized
Exercise (1) Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S><C>
Deborah A. Vitale $0 $0 1,650,000 $0 $0 $0
John Duber $0 $0 100,000 $0 $0 $0
Lester E. Bullock(3) $0 $0 550,000 $0 $0 $0
Peirs Hedley $0 $0 250,000 $0 $0 $0
Debra L. Gladstone $0 $0 50,000 $0 $0 $0
Charles H. Reddien $0 $0 300,000 $0 $0 $0
Gregory Harrison $0 $0 50,000 $0 $0 $0
Paul DeMattia $0 $0 50,000 $0 $0 $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 of Common
Stock on the date of exercise over the exercise price). However, because
the officer may keep the shares of Common Stock 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 of Common
Stock.
(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 exceeded the exercise price of the options.
(3) On March 3, 1998, the Company entered into an agreement with Mr. Bullock
to cancel his options to purchase 500,000 shares Common Stock for $75,000
or $0.15 per share.
CERTAIN TRANSACTIONS
In the year ended December 31, 1998, the Company borrowed a total of
$584,211 to be used by the Company for working capital purposes. Deborah Vitale,
the President and Chief Executive Officer of the Company, loaned the Company an
aggregate of $284,211 in October 1998 (the "Vitale Loan"). James Illius, a
Director of the Company, loaned the Company $300,000, half of which was borrowed
by the Company on November 26, 1998, and the other half of which was borrowed on
December 2, 1998 (the "Illius Loan"). The Vitale Loan and the Illius Loan
(collectively, the "Loans") are unsecured, non-interest bearing demand loans
convertible into shares of Common Stock. The Vitale Loan is convertible into
shares of Common Stock at $0.45 per share, and the Illius Loan is convertible
into shares of Common Stock at $0.30 per share. On the date of the Vitale Loan,
the trading price in the over the counter market for the Company's shares
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<PAGE>
of Common Stock was $0.50 per share. For the Illius Loan, the trading price in
the over the counter market for the Company's shares of Common Stock was $0.34
per share on November 26, 1998, and $0.33 per share on December 2, 1998. In July
1999, Mr. Illius received 1,000,000 shares of Common Stock in total repayment of
the Illius Loan. In November 1998, Ms. Vitale received $67,911 in cash in
partial repayment of the Vitale Loan, with $216,300 unpaid and outstanding.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP, currently serves as the Company's
independent auditors. 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.
OTHER MATTERS
The management is not aware of any matters not referred to in the attached
Notice which will be presented for action at the Meeting. If any other matters
properly come before the Meeting, it is intended that the shares of Voting Stock
represented by the proxy will be voted with respect thereto in accordance with
the judgment of the persons voting them.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal of a stockholder to be presented at the Company's annual
meeting of stockholders in 2000, including the nomination of persons to serve on
the Board, must be received not later than April 5, 2000 to be included in the
proxy materials for that meeting. Any proposal of a stockholder to be presented
at the Company's annual meeting of stockholders in 2000 which has not been
included in the Company's proxy materials must be received not later than June
19, 2000 to be considered timely. Stockholders submitting proposals should
submit them in writing and direct them to the Company's secretary at the
Company's principal executive offices via certified mail, return receipt
requested, to ensure timely delivery. No stockholders proposals were received
with respect to the Meeting scheduled for August 27, 1999.
By Order of the Board of Directors
Deborah A. Vitale
Chairman of the Board
August 5, 1999 President and Chief Executive Officer
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<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 Common Stock or S Preferred Stock
or S-NR Preferred Stock (collectively, the "Voting 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 stockholders of Europa
Cruises Corporation, to be held on Friday, August 27, 1999 at Beau Rivage, 875
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 FIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING
OF STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
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)
-13-
<PAGE>
(continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. 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 of Voting Stock 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:______________ 1999
--------------------------------
Signature
--------------------------------
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<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 Trustees of the Employee Stock Ownership Plan, Trust Agreement ("ESOP") with
full power of substitution and revocation Deborah A. Vitale and John R. Duber,
or either of them, to vote all Common Stock allocated to his or her ESOP account
(the "ESOP 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 stockholders of Europa Cruises Corporation, to be held on Friday,
August 27, 1999 at Beau Rivage, 875 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 FIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING
OF STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
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 stockholder. 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 of ESOP Stock 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:______________ 1999
--------------------------------
Signature
--------------------------------
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
