<PAGE> 1
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
INTRAV, INC.
(Name of Registrant as Specified In Its Charter)
_______________________________________
(Name of Person(s) Filing Proxy Statement if other than the 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> 2
[LOGO] INTRAV(R)
THE DELUXE WORLD TRAVEL COMPANY
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1997
To the Shareholders:
The Annual Meeting of Shareholders of Intrav, Inc. (the
"Company"), a Missouri corporation, will be held at the
Ritz-Carlton, St. Louis located at 100 Carondelet Plaza, St. Louis,
Missouri 63105 on Wednesday, May 21, 1997, at 11:00 a.m., local time,
for the following purposes:
1. To elect one director;
2. To transact such other business as may properly come before
the meeting and all adjournments thereof.
The Board of Directors has fixed the close of business on March
31, 1997 as the record date for the determination of the shareholders
entitled to notice of, and to vote at, the Annual Meeting and all
adjournments thereof.
By order of the Board of Directors
/s/ BARNEY A. EBSWORTH
BARNEY A. EBSWORTH
Chairman of the Board and Secretary
April 15, 1997
EVEN IF YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED RETURN
ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES
AND VOTE IN PERSON IF THEY DESIRE.
<PAGE> 3
INTRAV, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited on behalf of the Board of Directors of
Intrav, Inc. (the "Company") for use at the Annual Meeting of its
shareholders to be held May 21, 1997 at 11:00 a.m. at the Ritz-Carlton,
St. Louis, located at 100 Carondelet Plaza, St. Louis, Missouri 63105. If the
proxy is executed and returned to the Company, it nevertheless may be revoked
at any time before it is exercised either by written notice to the Secretary
of the Company or by attending the meeting and voting in person. If no
contrary instructions are indicated on the proxy, the proxy will be voted for
the election of the nominee herein as director. If matters other than those
mentioned herein properly come before the meeting, the proxy will be voted by
the persons named therein in a manner that they consider to be the best
interests of the Company.
Although the Company was incorporated in Missouri in 1983, it did not begin
operations as a separate entity until October, 1992. The Company's executive
offices are located at 7711 Bonhomme, St. Louis, Missouri 63105. This Proxy
Statement and the accompanying form of proxy are first being sent to
shareholders on or about April 15, 1997.
VOTING SECURITIES
The holders of record of the Company's Common Stock, par value $.01 per
share, as of the close of business on March 31, 1997, will be entitled to vote,
either in person or by proxy, at the Annual Meeting and all adjournments
thereof. At the close of business on February 28, 1997, 5,151,600 shares were
issued and outstanding. A majority of the outstanding shares of Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. Each share is entitled to one vote per share on
all matters to be submitted to the vote of the shareholders. The Board knows of
no matters other than the election of directors to be presented for
consideration at the Annual Meeting.
The affirmative vote of the holders of a majority of the shares entitled to
vote which are present in person or represented by proxy at the 1997 Annual
Meeting is required to elect directors and act on any other matters properly
brought before the meeting. If more persons than the number of directors
positions to be filled receive the affirmative vote of a majority of shares
entitled to vote at the meeting, then the number of persons up to the number of
directorships to be filled, who receive the most votes, or a "plurality,"
will be elected as directors.
Shares represented by proxies which are marked "withhold authority" with
respect to the election of any one or more nominees for election as directors,
and proxies which are marked to deny discretionary authority on other matters,
will be counted for the purpose of determining the number of shares represented
by proxy at the meeting. Such proxies will thus have the same effect as if the
shares represented thereby were voted against such nominee or nominees, and
against such other matters, respectively. A discussion of so-called "broker
non-votes" is omitted from this Proxy Statement since no such concept is
applicable in the election of directors.
If the proxy is signed and returned without any direction given, shares
will be voted for the election of the Board's slate of nominees and in their
discretion, the persons named in the proxy are authorized to vote the shares of
the shareholders giving the proxy for any nominee except for those nominees
with respect to whom authority has been withheld.
1
<PAGE> 4
HOLDINGS OF PRINCIPAL SHAREHOLDER AND MANAGEMENT
The table below indicates certain information as of March 31, 1997
regarding beneficial ownership of the shares by (i) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
issued and outstanding Common Stock on that date, (ii) each current director of
the Company, and each director of the Company since January 1, 1996, including
the nominee for election as a director, (iii) the Company's President and Chief
Executive Officer, (iv) each executive officer named in the Summary
Compensation Table (the "Named Executive Officers"), and (v) all executive
officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES<F3> PERCENT
---- ------------- -------
<S> <C> <C>
The Revocable Trust of Barney A. Ebsworth,
Dated July 23, 1986, as amended<F1>............................... 3,825,000 74%
Paul H. Duynhouwer<F5>.............................................. 5,000 <F2>
Michael A. DiRaimondo............................................... 23,000<F4> <F2>
Richard L. Burkemper................................................ 27,000<F4> <F2>
Brenda J. Stehle.................................................... 26,000<F4> <F2>
John B. Biggs, Jr................................................... 1,000 <F2>
William H.T. Bush................................................... 15,000 <F2>
Frederic V. Malek................................................... 10,000 <F2>
Larry R. Nolan<F6>.................................................. 27,500<F4> <F2>
All executive officers and directors as a group (8 persons)......... 3,932,000 75%
<FN>
- --------
<F1> Mr. Ebsworth is the sole trustee of the Revocable Trust of Barney A.
Ebsworth and has sole voting and investment power with respect to the
shares shown. The address of the Revocable Trust of Barney A. Ebsworth is
7711 Bonhomme Avenue, St. Louis, MO 63105-1961.
<F2> Less than 1%.
<F3> Individuals indicated have sole voting and investment power with respect
to shares indicated.
<F4> Includes shares issuable upon exercise of options which are currently
exercisable or which become exercisable within 60 days, pursuant to the
Incentive Stock Plan (Mr. DiRaimondo--20,000; Mr. Burkemper--24,000; Mrs.
Stehle--24,000; Mr. Nolan--22,000.
<F5> Mr. Duynhouwer was appointed President, Chief Executive Officer and a
director of the Company on January 17, 1997.
<F6> Mr. Nolan resigned as President, Chief Executive Officer and a director of
the Company on January 16, 1997.
</TABLE>
PROPOSAL 1: ELECTION OF DIRECTOR
NOMINEE FOR DIRECTOR
The Articles and the Bylaws as amended of the Company provide for a
classified Board of Directors, with the Board divided into three classes whose
terms expire at different times. The Company presently has five directors. One
member is to be elected to the Board of Directors at the 1997 Annual Meeting
and will serve a term of three years. Mr. Malek, a current director whose term
will not continue after the date of the annual meeting, has indicated that he
does not wish to stand for reelection. The Company is currently in the process
of identifying a nominee to fill this directorship.
The persons named in the enclosed form of proxy intend to vote such proxy
for the election of the nominee named below as director of the Company, unless
the shareholder indicates on the form of proxy that the vote should be withheld
or a contrary director is indicated. If the proxy card is signed and returned
without any direction given, shares will be voted for the election of the
nominee named below. The Board of Directors has no reason to doubt the
availability of the nominee and he has indicated his willingness to serve if so
elected. If the nominee should decline or be unable to serve, it is intended
that, in the discretion of the Board of Directors, either the size of the Board
will be reduced or the proxies will vote for a substitute nominee or nominees
designated by the Board of Directors.
2
<PAGE> 5
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business of the Company is under the general management of the Board of
Directors as provided by the laws of Missouri, the state of incorporation. The
Board of Directors met on four occasions in 1996. In addition, during that
period, the Board of Directors met by unanimous written consent on four
additional occasions for the purpose of declaring cash dividends.
The Company's Audit Committee is comprised of Messrs. Bush, Biggs, and
Ebsworth. The function of the Audit Committee is to: (i) assist in the
selection of independent auditors; (ii) direct and supervise investigations
into matters relating to audit functions; (iii) review with independent
auditors the plans and results of the audit engagement; (iv) review the degree
of independence of the auditors; (v) consider the range of audit and non-audit
fees; and (vi) review the adequacy of the Company's system of internal
accounting controls. The Audit Committee met in February, 1996, with the
independent auditors, to review the results of the 1995 audit. It also met in
March, 1997 to review the results of the 1996 audit.
The Compensation Committee, composed of the Company's non-employee
directors, is responsible for reviewing and approving all elements of the total
compensation program for the executive officers and certain other officers and
employees of the Company, including incentive, bonus and stock option plans.
During Fiscal 1996, the Compensation Committee met and reviewed the
compensation of the Company's Chief Executive Officer and other executive
officers for Fiscal 1996.
The entire Board of Directors serves in the capacity of a Nominating
Committee. The Board will accept recommendations for nominations as directors
from shareholders. Shareholders wishing to propose such nominees for
consideration should write to Mr. Barney A. Ebsworth at the executive office of
the Company.
During Fiscal 1996, each of the directors attended 100% of the aggregate of
(i) the total number of meetings of the Board of Directors held during the
period for which he was a director and (ii) the total number of meetings held
by all committees of the Board of Directors on which he served during the
periods that he so served.
<TABLE>
INFORMATION AS OF FEBRUARY 28, 1997 REGARDING THE NOMINEE FOR DIRECTOR
TO BE ELECTED IN 1997 FOR TERM ENDING IN 2000
<CAPTION>
PRESENT TERM
NAME AGE EXPIRES BUSINESS EXPERIENCE
---- --- ------------ -------------------
<S> <C> <C> <C>
Paul H. Duynhouwer................. 62 1997 Director of the Company since January 1997. President and Chief
Executive Officer of Company since January 1997. President of
Clipper Cruise Line since 1989.
</TABLE>
<TABLE>
INFORMATION AS OF FEBRUARY 28, 1997 REGARDING THE DIRECTORS WHO ARE NOT NOMINEES
FOR ELECTION AND WHOSE TERMS CONTINUE BEYOND 1997
<CAPTION>
PRESENT TERM
NAME AGE EXPIRES BUSINESS EXPERIENCE
---- --- ------------ -------------------
<S> <C> <C> <C>
Barney A. Ebsworth<F1><F2>......... 62 1998 Founded the business known as INTRAV in 1959. Prior to October
1992, the Company's operations were conducted as a division of
Windsor (a diversified real estate, travel and venture capital
company founded by Mr. Ebsworth), during which time Mr. Ebsworth
served as Windsor's Chairman of the Board and Chief Executive
Officer. In October 1992, the Company was spun-off as a separate
entity. Since the spin-off, Mr. Ebsworth has served as Chairman of
the Board and Chief Executive Officer of the Company until the
Company's IPO in May 1995, at which time he retired as the Chief
Executive Officer. He remains the Company's Chairman of the Board.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRESENT TERM
NAME AGE EXPIRES BUSINESS EXPERIENCE
---- --- ------------ -------------------
<S> <C> <C> <C>
John B. Biggs, Jr.<F1><F2>......... 53 1999 Director of the Company since November 1995. Senior Vice
President--Wealth Management of Boatmen's Trust Company since
April 1995. Senior Vice President of Brown Group Inc. from January
1994 through March 1995. President of Brown Shoe Company, a member
of Brown Group, Inc., from December 1990 through January 1994.
William H.T. Bush<F1>.............. 58 1999 Director of the Company since June 1995. Chairman of the Board of
Bush, O'Donnell & Co. since 1986, Director of Mississippi Valley
Bancshares, Inc., Right Choice Managed Care, Inc., DT Industries,
Inc., and Search Capital Corporation.
<FN>
- --------
<F1> Member of the Audit Committee
<F2> Member of Compensation Committee
</TABLE>
DIRECTORS' FEES
Mr. Duynhouwer, (and Mr. Nolan, prior to January 16, 1997) as an employee
of the Company, does not receive retainers or fees for attendance at Board or
Board committee meetings. Messrs. Biggs, Bush, Ebsworth and Malek each receive
an annual fee of $10,000 and $500 for each Board and Committee meeting they
attend.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee's objective is to implement and administer a
remuneration program that is both effective and responsible. This report
documents the basis on which compensation decisions were made for Fiscal 1996,
with respect to the Company's then President and Chief Executive Officer, Mr.
Larry R. Nolan, and its other executive officers, Messrs. Richard L. Burkemper
and Michael A. DiRaimondo and Ms. Brenda J. Stehle, respectively.
The Compensation Committee consisted of Messrs. Malek (Chairman), Biggs and
Ebsworth and approved the compensation paid to the Company's chief executive
officer and other executive officers for Fiscal 1996, which was established in
accordance with the employment agreements entered into by each executive
officer with the Company, dated March 1, 1995.
In making the compensation decision, the Compensation Committee considered,
among other things, the compensation philosophy set forth below and the recent
financial performance and results of operations of the Company. Although the
compensation philosophy and financial and operating results were considered in
setting the base salaries and annual bonuses payable to the chief executive
officer and other executive officers, the Compensation Committee did not feel
constrained to adhere to them in the face of potential unforeseen circumstances
which may exist in a dynamic industry and economy and which may have affected
the financial performance or results of operations in a manner beyond the
control of the chief executive officer and the Company's other executive
officers. The informal and subjective nature of the process made it possible
for the Compensation Committee to consider the degree of success the chief
executive officer and the other executive officers had in responding to these
unforeseen circumstances.
COMPENSATION OF CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS
In setting the compensation of the chief executive officer, the
Compensation Committee considered Mr. Nolan's leadership qualities, managerial
style, commitment to the Company and experience with the Company. The
Compensation Committee generally recognized the challenging economic conditions
confronting the Company and acknowledged that these conditions made the job of
the chief executive officer more difficult and complex.
4
<PAGE> 7
In setting the compensation of the other executive officers, the
Compensation Committee, in consultation with Mr. Nolan, performed a subjective
evaluation of each executive officer which was based on his overall perception
of the executive officer's job performance and potential for assuming increased
responsibility within the Company, but without relying on any one particular
measurement of evaluation. Factored into this analysis was the Compensation
Committee's subjective beliefs as to the value to the Company of the services
performed by the particular executive officer, the executive officer's
contribution to the overall financial success, operating condition and
performance of the Company, the degree of complexity the position entails and
the training and experience necessary to perform the particular position
adequately. Other factors considered were the length of service with the
Company, the need to pay sufficient compensation to avoid the potential loss of
the employee to a competitor or to another industry and the costs incurred in
recruiting and training a replacement.
LONG TERM INCENTIVE COMPENSATION
The Compensation Committee and the Board of Directors believe that a
portion of the total compensation package of the Company's executive officers
should be in the form of, or related to, ownership of Common Stock as a means
to ensure that the interests of management and the shareholders are aligned.
Under the 1995 Incentive Stock Plan, the Compensation Committee, which
administers the plan, may award non-qualified stock options, incentive stock
options, restricted stock and stock appreciation rights. Except for the initial
grant of non-qualified stock options as described below, future grants of
benefits under the Incentive Stock Plan are at the discretion of the
Compensation Committee.
Pursuant to the terms of the Incentive Stock Plan, Mr. Nolan was granted
options in May and June 1996 to purchase 200,000 shares (110,000 shares at
$8.00 per share and 90,000 shares at $7.66 per share). These options were
forfeited on January 16, 1997 as a result of Mr. Nolan's resignation from the
Company.
COMPENSATION PHILOSOPHY AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAMS
It is the philosophy of the Company and the Compensation Committee that all
compensation programs should provide a direct link between the performance of
the Company and the compensation of its executive officers. Consistent with
this philosophy, all of the executive officer compensation plans have been
designed to attract, motivate, reward and retain the broad-based management
talent required to achieve corporate objectives and increase shareholder value.
The Compensation Committee believes the employment agreements entered into by
each of the executive officers and the Company, dated March 1, 1995, and the
Company's 1995 Incentive Stock Plan are designed to meet this objective.
Frederic V. Malek John B. Biggs, Jr. Barney A. Ebsworth
Chairman
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
Effective March 1, 1995, Messrs. Nolan, Burkemper, and DiRaimondo and Ms.
Stehle entered into employment agreements with the Company (the "Employment
Agreements"). Except for the compensation to be paid to each employee
thereunder, the Employment Agreements are identical. The Employment Agreements
provide that each employee shall receive an annual base salary (the "Base
Salary"), as well as a base annual bonus ("Annual Bonus") equal to a
percentage of the average annual income or loss of the Company before incentive
compensation and income taxes, for the current calendar year and the immediate
two previous calendar years (the "Bonus Income Amount"). Pursuant to the
Employment Agreements, Mr. Nolan is to receive a Base Salary of $225,000 and an
Annual Bonus equal to 4.3% of the Bonus Income Amount; Mr. Burkemper is to
receive a Base Salary of $160,000 and an Annual Bonus equal to 2.5% of the
Bonus Income Amount; Ms. Stehle is to receive a Base Salary of $150,000 and an
Annual Bonus equal to 2.2% of the Bonus Income Amount; and Mr. DiRaimondo is to
receive a Base Salary of $105,000 ($120,000 effective March 1, 1996) and an
Annual Bonus equal to 1.0% of the Bonus Income Amount. Pursuant to the
Employment Agreements, the Company may increase an employee's compensation from
time to time at its option.
5
PAGE> 8
Each Employment Agreement may be terminated with or without cause by either
party at any time by written notice given to the other party. Pursuant to the
terms of the Employment Agreements, if an employee's employment is terminated,
and such employee is then, and continues to be, in compliance with the terms of
the Employment Agreement, the Company is required to pay to such terminated
employee (i) the amount of Annual Bonus owed such terminated employee for the
calendar year prior to termination which has not been paid at the time of
termination; (ii) a portion of the Annual Bonus for the calendar year during
which the termination occurs which represents the number of actual days such
employee was employed during such year divided by 365, one half of which amount
is payable on the later of (a) 75 days following the calendar year end, or (b)
nine months following termination of such employee's employment and the
remainder of which is payable within 18 months following termination of such
employee's employment; and (iii) if such employee's employment is terminated
for any reason other than cause, 100% of the terminated employee's Base Salary,
one half of which amount is payable within nine months, and the remainder of
which is payable within 18 months, following termination of such employee's
employment for any reason. Each Employment Agreement also provides for an 18
month noncompetition period following termination of an employee's employment.
Mr. Nolan resigned from the Company on January 16, 1997. In accordance with the
above mentioned agreement, the Company has accrued for payment to Mr. Nolan an
amount equal to one year's annual salary ($225,000) of which one half is to be
paid on October 16, 1997, and the remainder on July 16, 1998, providing the
noncompetition provisions of the agreement are met.
In addition, and in lieu of the one year severance payment descried in
(iii) above, if, within two years following a change in control of the Company,
the Company terminates an employee's employment for any reason other than for
an act of dishonesty in the performance of such employee's duties, or such
employee terminates his or her employment because his or her authority or
responsibility is substantially reduced, or because he or she is required to
move his or her residence from the St. Louis metropolitan area or because his
or her travel obligations are materially increased without his or her consent,
the Company is obligated to pay such employee 300% of such employee's current
Base Salary, provided such employee is then, and continues to be, in compliance
with the terms of the Employment Agreement.
Mr. Duynhouwer was appointed President and Chief Executive Officer of the
Company on January 17, 1997. Mr. Duynhouwer entered into a Deferred
Compensation Agreement with Clipper Cruise Line on January 1, 1990, and amended
December 23, 1996. Clipper Cruise Line was acquired by the Company on December
31, 1996. Under this agreement, Mr. Duynhouwer shall receive an annual base
salary of $275,625, which shall increase by 5% on August 1, of 1997, 1998 and
1999. In addition, Mr. Duynhouwer earns a minimum annual deferred bonus of
$50,000 plus 5% of the first $1,000,000 of annual pre-tax earnings of Clipper
and 10% of any annual pre-tax earnings of Clipper in excess of $1,000,000. The
cumulative bonus vests at 10% per year, with vested bonus amount earning
interest at 10% per year.
Pursuant to the terms of the Incentive Stock Plan, on March 19, 1997, the
Compensation Committee granted Mr. Duynhouwer options to purchase 200,000
shares at $7.375. Each option vests over a five-year period with 20% vesting
each year, and provides for accelerated vesting in the event of a change in
control of the Company.
6
<PAGE> 9
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL LONG TERM
COMPENSATION<F1> COMPENSATION
-------------------- AWARDS/OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY<F9> BONUS NUMBER OF SHARES COMPENSATION
--------------------------- ---- ---------- ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Barney A. Ebsworth<F2> 1996 -- -- -- --
Chairman 1995 $281,250 $189,682 -- $ 13,838<F6>
1994 $750,000 $489,192 -- $ 20,760<F7>
Larry R. Nolan<F3> 1996 $225,000 $333,663 200,000 $357,642<F4>
President & Chief Executive Officer 1995 $221,834 $287,639 110,000<F8> $ 33,646<F6>
1994 $206,000 $269,053 -- $ 20,760<F7>
Richard L. Burkemper 1996 $160,000 $193,990 -- $ 37,721<F5>
Senior Vice President, Sales/Marketing 1995 $159,164 $167,232 60,000<F8> $ 28,742<F6>
1994 $155,000 $146,035 -- $ 20,760<F7>
Brenda J. Stehle 1996 $150,000 $170,711 -- $ 51,471<F5>
Senior Vice President, Operations 1995 $145,834 $147,164 60,000<F8> $ 25,857<F6>
1994 $125,000 $ 81,288 -- $ 20,760<F7>
Michael A. DiRaimondo 1996 $117,500 $ 77,596 -- $ 22,720<F5>
Senior Vice President & Chief Financial Officer 1995 $104,166 $ 66,893 50,000<F8> $ 17,386<F6>
1994 $ 90,000 $ 33,873 -- $ 17,672<F7>
<FN>
- --------
<F1> The named individuals did not receive any annual compensation not properly
categorized as salary or bonus, except for certain perquisites and other
personal benefits, which are not shown because the aggregate amount of
such compensation for each of the named individuals during such fiscal
year did not exceed the lesser of $50,000 or 10% of total salary and bonus
reported for each such individual.
<F2> Mr. Ebsworth retired as Chief Executive Officer, effective as of the
Company's initial public offering, at which time he ceased being
compensated as an executive officer of the Company. Mr. Ebsworth remains
Chairman of the Board and receives directors fees as a non-employee
Director. The 1995 amounts represent compensation paid to Mr. Ebsworth
through May 18, 1995.
<F3> Mr. Nolan resigned as President and Chief Executive Officer of the
Company, effective January 16, 1997.
<F4> Represents premium paid by the Company for split-dollar insurance
coverage, plus Company contribution of $14,283 under the Intrav, Inc.
Profit Sharing Retirement Savings Plan, and severance payment of $225,000
to be paid in accordance with employment agreement.
<F5> Represents premium amounts paid by the Company for split-dollar life
insurance coverage plus Company contributions of $14,283 for each
individual under the Intrav, Inc. Profit Sharing Retirement Savings Plan,
a defined contribution plan covering substantially all employees of the
Company.
<F6> Represents amounts paid to employees as settlement of accrued vacation
liabilities and Company contributions of $13,838 for each individual under
the Windsor, Inc. Profit Sharing Retirement Savings Plan, a multi-employer
defined contribution plan covering substantially all employees of the
Company, Windsor and Windsor's subsidiaries.
<F7> Represents company contributions on behalf of the named individuals under
the Windsor, Inc. Profit Sharing Retirement Savings Plan.
<F8> The option agreements evidencing the options previously granted on May 26,
1995, were amended on August 8, 1996, to provide for accelerated vesting
of options, in the event of a change in control of the Company.
<F9> Amounts shown include cash compensation earned and received as well as
cash compensation earned but deferred at the election of the officer.
</TABLE>
7
<PAGE> 10
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
PERCENT OF TOTAL
OPTIONS/SARs OPTIONS/SARs EXERCISE <F2>
GRANTED GRANT GRANTED TO EMPLOYEES OR BASE EXPIRATION -----------------
NAME (#)<F1> DATE IN FISCAL YEAR PRICE ($/SH) DATE 5% 10%
---- ------------ ----- -------------------- ------------ ---------- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Larry R. Nolan...... 110,000 05/31/96 55% $8.00 05/31/06 $553,300 $1,402,500
90,000 06/24/96 45% $7.66 06/24/06 $433,800 $1,098,900
<FN>
- --------
<F1> Each option vests over a five-year period with 20% vesting each year, and
provides for accelerated vesting in the event of a change in control of
the Company. All options granted were forfeited as a result of Mr. Nolan's
resignation on January 16, 1997.
<F2> The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates set by the SEC and therefore are not intended to
forecast possible future appreciation, if any, of the Company's stock
price.
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND END OF FISCAL YEAR
OPTION VALUES
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARs AT FISCAL IN-THE-MONEY OPTIONS
YEAR END (#) AT FISCAL YEAR END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------------------------- --------------------------
<S> <C> <C>
Larry R. Nolan............................... 22,000/288,000<F1> $0/0<F2>
Richard L. Burkemper......................... 12,000/48,000 $0/0<F2>
Brenda J. Stehle............................. 12,000/48,000 $0/0<F2>
Michael A. DiRaimondo........................ 10,000/40,000 $0/0<F2>
<FN>
- --------
<F1> The remaining unexercisable options (288,000 shares) at December 31, 1996
were forfeited on January 16, 1997 as a result of Mr. Nolan's resignation
from the Company.
<F2> The exercise price of the stock options granted exceeded the market price
of the Common Stock on December 31, 1996. Accordingly, such options are
not considered to have been "in-the-money" and are not included.
</TABLE>
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
On December 31, 1996, the Company acquired all the outstanding common stock
of Clipper Cruise Line consisting of Clipper Cruise Line, Inc., Clipper
Adventure Cruises, Inc., Republic Cruise Line, Inc., and Liberty Cruise Line,
Inc., from Windsor, Inc. ("Windsor"), a company controlled by Barney A.
Ebsworth, the Company's Chairman of the Board and majority stockholder. The
Stock Purchase Agreement included an initial payment of approximately
$9,900,000 and the assumption of indebtedness of $5,500,000 owed by Clipper to
Windsor, with an additional $213,000 payment on March 14, 1997. Additional
consideration of up to $3,000,000 may be paid to the extent the cumulative net
cruise revenues (as defined in the Stock Purchase Agreement) of Clipper exceed
$70,000,000 in the period January 1, 1996 through December 31, 2000. Stifel,
Nicolaus & Company of St. Louis issued an opinion to the Board of Directors, as
to the fairness to the shareholders of the Company, from a financial point of
view, of the consideration paid to acquire Clipper Cruise Line.
The Company leases its principal offices from Windsor Management
Corporation, as agent for Windsor Real Estate, Inc. Windsor Management
Corporation and Windsor Real Estate, Inc., are wholly-owned subsidiaries of
Windsor. The lease expires at December 31, 2001 and includes a renewal option
for one additional five-year period. Annual rent under the lease is $664,000,
plus various escalation payments. During 1996, the Company paid Windsor
Management Corporation $499,000 in lease payments and expects to pay $664,000
in 1997.
Windsor provides the Company certain administrative services principally
for employee benefits, legal, tax and insurance matters for which it charges a
fee. Fees paid to Windsor for these services totaled $67,000 in 1996.
8
<PAGE> 11
STOCK PRICE PERFORMANCE GRAPH
The graph below compares cumulative total shareholder return (assuming
reinvestment of dividends) to the cumulative total return of the S&P 500 index
and to the peer group index. The comparison of total return assumes that a
fixed investment of $100 was invested on May 18, 1995 (the effective date of
the company's IPO) in the Company's shares and in each of the foregoing
indices. The information on the graph covers the period from May 18, 1995
through December 31, 1996. Since there is no nationally recognized industry
index consisting of travel companies to be used as a peer group index, the
Company construed its own peer group. This peer group is composed of companies
that operate in the various facets of the travel industry, including airlines
(AMR Corp., Southwest Airlines), hotels (Hilton, Marriott International), and
cruise lines (Carnival Corp., Royal Caribbean Cruises). The Company believes
that the companies comprising the peer group, individually or collectively,
have operations that are consistent with Intrav, Inc. The stock price
performance shown on the graph below is not necessarily indicative of future
price performance.
[GRAPH]
<TABLE>
<CAPTION>
MAY 18, 1995 DECEMBER 29, 1995 DECEMBER 31, 1996
------------ ----------------- -----------------
<S> <C> <C> <C>
S&P 500........................................... 100 119 143
Peer Group........................................ 100 102 129
Intrav, Inc....................................... 100 64 74
</TABLE>
9
<PAGE> 12
INDEPENDENT AUDITORS
The Company is presently utilizing the services of Deloitte & Touche LLP,
independent auditors, which has been the Company's independent auditors since
1993, and which will serve as the Company's independent auditors for the fiscal
year ending December 31, 1997. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if they desire to do so and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Any shareholder proposals intending to be presented at the 1998 Annual
Meeting must be received by the Company at its principal executive offices no
later than December 16, 1997, in order to be considered for inclusion in the
proxy materials.
OTHER MATTERS
As stated elsewhere herein, the Board of Directors knows of no other
matters to be presented for consideration at the Annual Meeting. If any other
matter shall properly come before the meeting, the persons named in the
accompanying form of proxy intend to vote on such matters in accordance with
their judgment.
The expense of preparing, printing and mailing proxy materials to the
holders of the Company's shares will be borne by the Company. The Company will
also reimburse brokerage houses and other nominees for their reasonable
expenses in forwarding proxy materials to beneficial owners of the common
shares.
April 15, 1997
10
<PAGE> 13
[LOGO] INTRAV(R)
THE DELUXE WORLD TRAVEL COMPANY
April 15, 1997
Dear Intrav, Inc. Shareholder:
You are cordially invited and encouraged to attend the 1997
Annual Meeting of Shareholders of Intrav, Inc. The meeting will
be held on Wednesday, May 21, 1997, at 11:00 a.m., central
daylight time at the Ritz-Carlton, St. Louis, 100 Carondelet
Plaza, St. Louis, Missouri 63105.
If you cannot personally attend the meeting, please vote
your preference on the proxy card attached below and return it
promptly. Your participation in Intrav, Inc.'s, business,
whether in person or by proxy, is an important part of the
Corporations' governance.
I look forward to and appreciate your participation in
Intrav, Inc.'s 1997 Annual Meeting of Shareholders.
Very Truly Yours,
/s/ BARNEY A. EBSWORTH
BARNEY A. EBSWORTH
Chairman of the Board and
Secretary
DETACH PROXY FORM HERE
- -----------------------------------------------------------------------------
PROXY INTRAV, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS--MAY 21, 1997
The undersigned, revoking all previous proxies, hereby appoints Barney A.
Ebsworth, Paul H. Duynhouwer and Michael A. DiRaimondo or either of them as
Proxy or Proxies of the undersigned, each with the power to appoint his
substitute, to vote, as designated below, all of the shares of Common Stock of
Intrav, Inc. (the "Corporation") held of record by the undersigned on March
31, 1997, at the annual meeting of stockholders to be held at 11:00 a.m.
central daylight time on May 21, 1997, at the Ritz-Carlton, St. Louis, 100
Carondelet Plaza, St. Louis, MO 63105, and at any adjournment thereof.
ITEM 1. ELECTION OF DIRECTOR
/ / FOR nominee listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the nominee listed below.
contrary below) listed below.
(INSTRUCTION: To withhold authority to vote for nominee, strike a line through
the nominee's name listed below).
Paul H. Duynhouwer
In their sole discretion, the Proxies are authorized to vote upon such
other business as may properly come before the annual meeting or any
adjournment thereof.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE.)
<PAGE> 14
[LOGO] INTRAV(R)
THE DELUXE WORLD TRAVEL COMPANY
DETACH PROXY FORM HERE
- -----------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS SPECIFIED IN THE SPACES PROVIDED THEREFOR OR,
IF NO SUCH SPECIFICATION IS MADE, IT WILL BE VOTED FOR THE ELECTION OF THE
DIRECTOR.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTRAV, INC.
SIGN
HERE ________________________________________
(Please sign exactly as name appears hereon)
SIGN
HERE ________________________________________
Executors, administrators, trustees, etc.
should so indicate when signing
Dated _______________________________________
<PAGE> 15
Appendix
Page 9 of the printed Proxy contains a Stock Price Performance Graph.
The information in the graph is set forth in the table which immediately
follows said graph.
