<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
/ / Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule
/ / Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 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)(1) and
0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
- ------------------------------------------------------------------------------
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS 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:
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<PAGE> 2
[INTRAV, INC. SYMBOL]
March 8, 1999
Dear Fellow Shareholder:
The Board of Directors cordially invites you to attend a Special Meeting
of Shareholders of Intrav, Inc. ("Intrav") to be held at 10:00 a.m. local
time, on March 23, 1999, at the offices of Intrav, 7711 Bonhomme Avenue, St.
Louis, Missouri (the "Special Meeting"). At the Special Meeting, you will be
asked to consider and vote upon a proposal to approve and adopt a resolution
which will amend the Restated Articles of Incorporation of Intrav to add a
new article which would, among other things, restrict ownership of more than
24.9% of the outstanding shares of the common stock, par value $.01 per
share, of Intrav (the "Intrav Common Stock") by non-United States citizens in
order to comply with the federal Merchant Marine Act of 1936, as amended, and
the federal Shipping Act of 1916, as amended, and applicable regulations
thereunder (the "Citizenship Amendment"). You are also being asked to vote
on a proposal to adjourn the Special Meeting if required to solicit
additional votes.
Enclosed are the following items relating to the Special Meeting:
1. Proxy Statement;
2. Proxy card; and
3. A pre-addressed return envelope for the proxy card.
The Proxy Statement and related proxy materials set forth important
information relating to Intrav and the proposed Citizenship Amendment. The
Board of Directors requests that you carefully review these materials before
completing the enclosed proxy card or attending the Special Meeting.
THE BOARD OF DIRECTORS OF INTRAV CAREFULLY CONSIDERED AND APPROVED THE
CITIZENSHIP AMENDMENT AS BEING IN THE BEST INTEREST OF INTRAV AND ITS
SHAREHOLDERS. THE INTRAV BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE PROPOSAL TO APPROVE THE CITIZENSHIP AMENDMENT AND FOR THE PROPOSAL
- --- ---
REGARDING ADJOURNMENT.
APPROVAL OF THE CITIZENSHIP AMENDMENT BY THE HOLDERS OF A MAJORITY OF
THE OUTSTANDING SHARES OF INTRAV COMMON STOCK IS A CONDITION TO THE ADOPTION
OF THE CITIZENSHIP AMENDMENT. The approval of any proposed adjournment
requires the affirmative vote of a majority of the holders of Intrav Common
Stock present at the Special Meeting in person or by proxy. Accordingly, it
is important that your shares be represented at the Special Meeting, whether
or not you plan to attend the Special Meeting in person. Please complete,
date and sign the enclosed proxy card and return it in the enclosed
pre-addressed envelope, which requires no postage if mailed within the United
States. If you later decide to attend the Special Meeting and vote in
person, or if you wish to revoke your proxy for any reason prior to the vote
at the Special Meeting, you may do so and your proxy will have no further
effect. You may revoke your proxy by delivering to the Secretary of Intrav a
written notice of revocation or another proxy relating to the same shares
bearing a later date than the proxy being revoked or by attending the Special
Meeting and voting in person. Attendance at the Special Meeting will not in
itself constitute a revocation of an earlier dated proxy. Your prompt
attention will be greatly appreciated.
Sincerely,
Paul H. Duynhouwer
President
<PAGE> 3
[INTRAV, INC. SYMBOL]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
MARCH 23, 1999
TO THE SHAREHOLDERS OF INTRAV, INC.:
Notice is hereby given that a special meeting of shareholders (the
"Special Meeting") of INTRAV, INC., a Missouri corporation ("Intrav"), will
be held at the offices of Intrav, 7711 Bonhomme Avenue, St. Louis, Missouri
on March 23, 1999, at 10:00 a.m. local time, for the following purposes:
(1) To consider and vote upon a proposal to approve and adopt a
resolution which will amend the Restated Articles of Incorporation of Intrav
to add a new Article Eleven which would, among other things, restrict
ownership of more than 24.9% of the outstanding shares of the common stock,
par value $.01 per share, of Intrav (the "Intrav Common Stock") by non-United
States citizens in order to comply with the federal Merchant Marine Act of
1936, as amended, and the federal Shipping Act of 1916, as amended, and
applicable regulations thereunder (the "Citizenship Amendment").
(2) To consider and vote upon a proposal to approve in advance an
adjournment of the Special Meeting in the event there are not sufficient
votes to constitute a quorum or approve the Citizenship Amendment at the
scheduled time of the Special Meeting, in order to permit further
solicitation of proxies.
(3) To transact such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.
The record date for determining the shareholders entitled to receive
notice of, and to vote at, the Special Meeting or any adjournments or
postponements thereof has been fixed as of the close of business on March 4,
1999. On the record date, there were ------ shares of Intrav Common Stock
issued, outstanding and entitled to vote. Each share will be entitled to one
vote on each matter submitted to a vote at the Special Meeting.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING
SHARES OF INTRAV COMMON STOCK IS REQUIRED FOR APPROVAL OF THE PROPOSAL TO
APPROVE THE CITIZENSHIP AMENDMENT AND FOR APPROVAL OF THE PROPOSAL REGARDING
ADJOURNMENT. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU
OWN.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ACCOMPANYING ENVELOPE. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE
VOTE AT THE SPECIAL MEETING BY FOLLOWING THE PROCEDURES SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT. FAILURE TO RETURN THE ENCLOSED PROXY CARD OR
TO VOTE AT THE MEETING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER.
BY ORDER OF THE BOARD OF DIRECTORS
St. Louis, Missouri Barney A. Ebsworth
March 8, 1999 Secretary
<PAGE> 4
INTRAV, INC.
7711 BONHOMME AVENUE
ST. LOUIS, MISSOURI 63105
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD
MARCH 23, 1999
GENERAL INFORMATION
-------------------
This Proxy Statement is being furnished to the shareholders of Intrav,
Inc., a Missouri corporation ("Intrav"), in connection with the solicitation
of proxies by the Board of Directors of Intrav for use at a special meeting
of Intrav to be held on March 23, 1999, and any adjournments or postponements
thereof (the "Special Meeting"). At the Special Meeting, the shareholders of
Intrav will consider and vote upon (i) a proposal to approve and adopt a
resolution which will amend the Restated Articles of Incorporation of Intrav
to add a new Article Eleven which would, among other things, restrict
ownership of more than 24.9% of the outstanding shares of the common stock,
par value $.01 per share, of Intrav (the "Intrav Common Stock") by non-United
States citizens in order to comply with the federal Merchant Marine Act of
1936, as amended, and the federal Shipping Act of 1916, as amended, and
applicable regulations thereunder (the "Citizenship Amendment"), and (ii) a
proposal to approve in advance an adjournment of the Special Meeting in order
to permit further solicitation of proxies by Intrav if insufficient shares
are present at the Special Meeting to constitute a quorum or to approve the
Citizenship Amendment (the "Adjournment Proposal"), and to consider and vote
upon any other business which may properly be brought before the Special
Meeting or any adjournments or postponements thereof. Each copy of this
Proxy Statement is accompanied by the Notice of Special Meeting of
Shareholders of Intrav, a proxy card and a return envelope for the proxy
card.
This Proxy Statement, the Notice of Special Meeting and the proxy card
are being first mailed to shareholders of Intrav on or about March 8, 1999.
INFORMATION REGARDING SPECIAL MEETING
-------------------------------------
DATE, TIME AND PLACE
The Special Meeting will be held at the offices of Intrav, 7711 Bonhomme
Avenue, St. Louis, Missouri on March 23, 1999, at 10:00 a.m. local time.
RECORD DATE; VOTE REQUIRED
On March 4, 1999 (the "Record Date"), there were ---------- shares of
Intrav Common Stock outstanding and entitled to vote at the Special Meeting.
Each such share is entitled to one vote on each matter properly brought
before the Special Meeting. The affirmative vote of the holders of a
majority of the outstanding shares of Intrav Common Stock is required to
approve the Citizenship Amendment, and the approval of the Adjournment
Proposal requires a vote of a majority of the outstanding shares of Intrav
Common Stock present in person or by proxy and entitled to vote at the
Special Meeting. As to other matters which may properly come before the
Special Meeting, unless otherwise provided in the Articles of Incorporation
or Bylaws of Intrav or by statute, the matter will be approved if a majority
of the votes cast are in favor of the matter.
As of the Record Date, directors and executive officers of Intrav and
their affiliates owned beneficially, or controlled the voting of, an
aggregate of ------ shares of Intrav Common Stock, or approximately ----% of
the outstanding shares of Intrav Common Stock entitled to vote
<PAGE> 5
at the Special Meeting. All directors and executive officers of Intrav have
indicated their intention to vote their shares FOR the approval of the
---
Citizenship Amendment and FOR the approval of the Adjournment Proposal at the
---
Special Meeting.
VOTING AND REVOCATION OF PROXIES
Shares of Intrav Common Stock which are represented by a properly
executed proxy received prior to the vote at the Special Meeting will be
voted at such Special Meeting in the manner directed on the proxy card,
unless such proxy is revoked in the manner set forth herein in advance of
such vote. ANY INTRAV SHAREHOLDER RETURNING AN EXECUTED PROXY CARD WHICH
DOES NOT PROVIDE INSTRUCTIONS TO VOTE AGAINST THE APPROVAL OF THE CITIZENSHIP
AMENDMENT WILL BE DEEMED TO INDICATE INSTRUCTION TO VOTE FOR THE APPROVAL OF
THE CITIZENSHIP AMENDMENT AND THE ADJOURNMENT PROPOSAL, EXCEPT THAT IF A
PROXY IS VOTED AGAINST THE APPROVAL OF THE CITIZENSHIP AMENDMENT AND NO
INSTRUCTION IS GIVEN IN CONNECTION WITH THE ADJOURNMENT PROPOSAL, THE PROXY
WILL NOT BE VOTED IN FAVOR OF THE ADJOURNMENT PROPOSAL. Failure to return a
properly executed proxy card or to vote in person at the Special Meeting will
have the practical effect of a vote against the approval of the Citizenship
Amendment.
Shares subject to abstentions will be treated as shares that are present
and voting at the Special Meeting for purposes of determining the presence of
a quorum. Such votes will have the effect of votes against the approval of
the Citizenship Amendment but will have no effect on whether the Adjournment
Proposal is approved. Broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares with respect to
which the brokers or nominees do not have discretionary power to vote without
such instructions) will be considered as present for the purposes of
determining the presence of a quorum but will not be considered as voting at
the Special Meeting. Broker non-votes will have the effect of votes against
the approval of the Citizenship Amendment, but will have no effect on whether
the Adjournment Proposal is approved. Proxies voting against the approval of
the Citizenship Amendment will not be used by the proxy holders to vote in
favor of the Adjournment Proposal unless the shareholder has voted FOR
approval of the Adjournment Proposal on the proxy card.
If a quorum is not obtained, or if fewer shares of Intrav Common Stock
are voted in favor of approval of the Citizenship Amendment than the number
required for approval, it is expected that, if a majority of the shares voted
at the Special Meeting, in person or by proxy, with respect to the
Adjournment Proposal have been voted in favor of the Adjournment Proposal,
the Special Meeting will be postponed or adjourned for the purpose of
allowing additional time for obtaining additional votes and, at any
subsequent reconvening of the Special Meeting, all proxies will be voted in
the same manner as such proxies would have been voted at the original
convening of the Special Meeting (except for any proxies which have
theretofore effectively been revoked or withdrawn).
Any shareholder of Intrav giving a proxy may revoke it at any time prior
to the vote at the Special Meeting. Shareholders of Intrav wishing to revoke
a proxy prior to the vote may do so by delivering to the Secretary of Intrav
at 7711 Bonhomme Avenue, St. Louis, Missouri 63105, a written notice of
revocation bearing a later date than the proxy or a later dated proxy
relating to the same shares, or by attending the Special Meeting and voting
such shares in person. Attendance at the Special Meeting will not in itself
constitute the revocation of a proxy.
The Board of Directors of Intrav is not currently aware of any business
to be brought before the Special meeting other than that described herein.
If, however, other matters are properly brought before such Special Meeting,
or any adjournments or postponements thereof, the persons appointed as
proxies will have discretionary authority to vote the shares represented by
duly executed proxies in accordance with their discretion and judgment as to
the best interest of Intrav.
- 2 -
<PAGE> 6
SOLICITATION OF PROXIES
Proxies will initially be solicited by mail, but directors, officers and
selected other employees of Intrav may also solicit proxies in person or by
telephone. Directors, executive officers and any other employees of Intrav
who solicit proxies will not be specially compensated for such services.
Brokerage houses, nominees, fiduciaries and other custodians will be
requested to forward proxy materials to beneficial owners and will be
reimbursed for their reasonable expenses incurred in sending proxy materials
to beneficial owners. Intrav will bear the cost of mailing the proxy
materials and the solicitation of proxies.
HOLDERS OF INTRAV COMMON STOCK ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- 3 -
<PAGE> 7
HOLDINGS OF PRINCIPAL SHAREHOLDER AND MANAGEMENT
The table below indicates certain information as of February 10, 1999
regarding beneficial ownership of the shares by (i) each person known by
Intrav to be the beneficial owner of more than five percent of Intrav Common
Stock on that date, (ii) each current director of Intrav, (iii) each
executive officer of Intrav, and (iv) all executive officers and directors as
a group.
<TABLE>
<CAPTION>
NUMBER
OF SHARES PERCENT <F1>
--------- ------------
<S> <C> <C>
The Revocable Trust of Barney A. Ebsworth,
Dated July 23, 1986, as amended <F2> 3,825,000 74.79%
Paul H. Duynhouwer <F3> 136,000 2.61%
Wayne L. Smith II <F4> 20,400 <F*>
Richard J. Hefler <F5> 13,000 <F*>
Michael F. Doiron <F6> 5,000 <F*>
John B. Biggs, Jr. 2,000 <F*>
William H.T. Bush 19,000 <F*>
Robert H. Chapman 600 <F*>
All executive officers and directors
as a group (8 persons) 4,017,000 76.69%
<FN>
- --------------------
<F*> Less than one percent.
<F1> The percentage calculations of beneficial ownership prior to the
offering are based upon 5,114,200 shares of common stock outstanding at
February 10, 1999 plus, with respect to the Revocable Trust of Barney A.
Ebsworth and Messrs. Duynhouwer, Smith, Hefler and Doiron, the number of
shares subject to options exercisable by each shareholder on or prior
to April 11, 1999.
<F2> 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, Missouri 63105-1961.
<F3> Includes 90,000 shares subject to presently exercisable stock options.
<F4> Includes 20,000 shares subject to presently exercisable stock options.
<F5> Includes 13,000 shares subject to presently exercisable stock options.
<F6> Includes 1,000 shares subject to presently exercisable stock options.
</TABLE>
- 4 -
<PAGE> 8
PROPOSAL I - APPROVAL OF THE CITIZENSHIP AMENDMENT
--------------------------------------------------
BACKGROUND OF AND REASONS FOR THE CITIZENSHIP AMENDMENT
Through its wholly owned subsidiaries, Intrav owns and operates the
138-passenger M/V Yorktown Clipper and the 100-passenger M/V Nantucket
Clipper, each of which is a U.S. flag vessel. Under the federal Merchant
Marine Act of 1936, as amended, and the Shipping Act of 1916, as amended, and
applicable regulations thereunder (collectively, the "Maritime Laws"), Intrav
may continue to enjoy the benefits of U.S. flag registry for the M/V Yorktown
Clipper and the M/V Nantucket Clipper only if it maintains "United States
citizenship" as defined under the Maritime Laws. Under the Maritime Laws,
Intrav will be considered a United States citizen if 75% or more of its
capital stock is owned and controlled by United States citizens.
Although more than 75% of the outstanding shares of Intrav Common Stock
currently are owned and controlled by United States citizens, Intrav may in
the future engage in financing activities or acquisitions which may involve
the issuance of Intrav Common Stock. In order to ensure that at least 75% of
the outstanding shares of Intrav Common Stock continue to be owned and
controlled by U.S. citizens and that Intrav maintains "United States
citizenship" under the Maritime Laws, the Board of Directors of Intrav has
approved and recommends that the shareholders of Intrav approve the
Citizenship Amendment. The Citizenship Amendment would add provisions to the
Restated Articles of Incorporation of Intrav which limit foreign ownership of
Intrav Common Stock. Intrav expects to add conforming provisions to its
By-Laws, effective upon the amendment to the Restated Articles.
Under the provisions of the Citizenship Amendment, persons who are not
U.S. citizens for purposes of the Maritime Laws ("Non-U.S. Citizens") may not
own or control more than an aggregate of 24.9% of the outstanding shares of
Intrav Common Stock. In order to monitor the level of ownership of Intrav
Common Stock by Non-U.S. Citizens, after the effective date of the
Citizenship Amendment, Intrav may require all record and beneficial owners of
Intrav Common Stock to certify as to their citizenship status and may
withhold the payment of dividends until such confirmation is received. If at
any time ownership of Intrav Common Stock by Non-U.S. Citizens exceeds the
permitted percentage, Intrav may withhold payment of dividends on such shares
deemed to be in excess of the permitted percentage and may suspend voting
rights attributable to such shares. The shares subject to any such
withholding would be those shares owned by Non-U.S. Citizens that the Board
of Directors determines became so owned most recently.
The Citizenship Amendment also provides that any transfer of Intrav
Common Stock which would cause one or more Non-U.S. Citizens to beneficially
own more than 24.9% of the outstanding shares of Intrav Common Stock will be
ineffective as against Intrav, will not be registered by Intrav's transfer
agent and that Intrav will not recognize the transferee as a shareholder of
Intrav for any purpose, including the right to vote or to receive dividends.
Intrav may require each person who purchases shares of Intrav Common Stock to
submit a citizenship certificate. If a purchaser of Intrav Common Stock is
acting as a fiduciary or nominee for a beneficial owner, the beneficial owner
will also be required to submit a citizenship certificate.
In addition, the Board of Directors will have the authority to redeem
any shares of Intrav Common Stock owned by Non-U.S. Citizens in excess of
24.9% of the outstanding shares of Intrav Common Stock at a redemption price
equal to the fair market value of such shares (or such other redemption price
as may be required by law). The fair market value of a share of Intrav common
stock redeemed would be deemed an amount equal to the average closing price
of Intrav Common Stock for each of the 45 trading days preceding the day on
which notice of redemption is given. In the event that Intrav Common Stock
is not traded on a securities exchange or quoted on
- 5 -
<PAGE> 9
the Nasdaq National Market or any system then in use, the redemption price
would be determined by the Board of Directors in good faith.
If the Citizenship Amendment is adopted by the requisite vote of the
shareholders, Intrav will issue instructions to its transfer agent to attempt
to ensure that the transfer restrictions described above are enforced. All
certificates representing Intrav Common Stock that are issued after the
effective date of the Citizenship Amendment, which effective date should be
on or shortly after the date of shareholder approval, will bear legends
concerning the restrictions on ownership by persons other than U.S. citizens.
In addition, the Board of Directors is authorized by the Citizenship
Amendment to adopt such bylaws and to take such other actions as it may deem
necessary to implement the purposes of the Citizenship Amendment.
PROPOSED CITIZENSHIP AMENDMENT
The Board of Directors has declared advisable and adopted, and
recommends that the shareholders adopt, the Citizenship Amendment, which
would require amendments of Intrav's Restated Articles of Incorporation to
add a new Article Eleven, a copy of which is attached as Appendix A to this
----------
Proxy Statement.
RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE
The affirmative vote of a majority of the shares of Intrav Common Stock
outstanding and entitled to vote is required to adopt the Citizenship
Amendment. For the reasons described above, Intrav's Board of Directors
believes the Citizenship Amendment is fair to, and in the best interests of,
Intrav's shareholders. Accordingly, Intrav's Board of Directors unanimously
recommends that holders of Intrav Common Stock vote FOR the approval of the
---
Citizenship Amendment.
PROPOSAL II - ADJOURNMENT OF SPECIAL MEETING
--------------------------------------------
In the event there are not sufficient votes to constitute a quorum or to
approve the Citizenship Amendment at the time of the Special Meeting, the
Citizenship Amendment could not be approved unless the Special Meeting were
adjourned in order to permit further solicitation of proxies. In order to
allow proxies that have been received by Intrav at the time of the Special
Meeting to be voted for such adjournment, if necessary, Intrav has submitted
the question of adjournment under the circumstances to its shareholders as a
separate matter for their consideration. In order to approve any such
adjournment, more votes must be cast in favor of Proposal II than against.
Intrav recommends that shareholders vote their proxies in favor of such
Adjournment Proposal so that their proxies may be used for purposes of
adjourning the Special Meeting in the event it should become necessary.
Properly executed proxies will be voted in favor of any such adjournment
unless otherwise indicated thereon. If it is necessary to adjourn the
Special Meeting, no notice of the time and place of the adjourned meeting is
required to be given to shareholders other than an announcement of such time
and place at the Special Meeting unless such adjournment exceeds 90 days.
SHAREHOLDER PROPOSALS
---------------------
Intrav plans to hold its 1999 Annual Meeting of Shareholders on May 21,
1999. Any shareholder who plans to present a proposal for inclusion in the
proxy materials for Intrav's 1999 Annual Meeting of Shareholders must have
submitted such proposal to the offices of Intrav, c/o Wayne L. Smith II, 7711
Bonhomme Avenue, St. Louis, Missouri 63105 no later than December 16, 1998.
Any such proposals are subject to the requirements of the proxy rules adopted
under the
- 6 -
<PAGE> 10
Exchange Act. Shareholder proposals which do not appear in the proxy materials
may be considered at the 1999 Annual Meeting only if notice of the proposal is
received by Intrav prior to March 1, 1999.
OTHER MATTERS
-------------
The Board of Directors of Intrav, at the date hereof, is not aware of
any business to be presented at the Special Meeting other than that referred
to in the Notice of Special Meeting and discussed herein. If any other
matter should properly come before the Special Meeting, the persons named as
proxies will have discretionary authority to vote the shares represented by
proxies in accordance with their discretion and judgment as to the best
interests of Intrav.
- 7 -
<PAGE> 11
APPENDIX A
----------
ARTICLE ELEVEN
--------------
(A) For purposes of this Article Eleven, the following terms shall have
the meanings specified below:
A person shall be deemed to be the "Beneficial Owner" of, or to
"Beneficially Own" shares of Common Stock to the extent that such Person
would be deemed to be the beneficial owner thereof pursuant to Rule
13d-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as such rule may be amended from time
to time.
"Citizen" shall mean "citizen of the United States" as such term is
used in the Shipping Act of 1916, as amended from time to time,
including Section 2 thereof, 46 U.S.C. Section 802, and the Merchant
Marine Act of 1936, as amended from time to time.
"Fair Market Value" of a share of capital stock shall mean the
average Closing Price for such a share for each of the forty-five (45)
most recent days during which shares of stock of such class or series
shall have been traded preceding the day on which notice of redemption
shall have been given pursuant to Paragraph (4) of Section E of Article
Eleven; provided, however, that if shares of stock of such class or
series are not traded on any securities exchange or in the
over-the-counter market, "Fair Market Value" shall be determined by the
Board of Directors in good faith; and provided, further, however, that
"Fair Market Value" as to any shareholder who purchases any stock
subject to redemption within one hundred twenty (120) days prior to a
Redemption Date shall not (unless otherwise determined by the Board of
Directors) exceed the purchase price paid for such shares. "Closing
Price" on any day means the reported closing sales price or, in case no
such sale takes place, the average of the reported closing bid and asked
price on the composite tape for the New York Stock Exchange-listed
stock, or, if stock of the class or series in question is not quoted on
such composite tape on the New York Stock Exchange, or, if such stock is
not listed on such exchange, on the principal United States Securities
Exchange registered under the Act on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest closing sales
price or bid quotation for such stock on the Nasdaq National Market or
any system then in use, or, if no such prices or quotations are
available, the fair market value on the day in question as determined by
the Board of Directors in good faith.
"Non-Citizen" shall mean any Person other than a Citizen.
"Permitted Percentage" shall mean 24.9% of the shares of Common
Stock from time to time issued and outstanding.
"Person" shall mean an individual, partnership, corporation, trust
or other entity.
"Redemption Date" shall mean the date fixed by the Board of
Directors for the redemption of any shares of stock of the corporation
pursuant to Section E of Article 11.
"Redemption Securities" shall mean any debt or equity securities of
the corporation, any Subsidiary or any other corporation, or any
combination thereof, having such terms and conditions as shall be
approved by the Board of Directors and which, together with any cash to
be paid as part of the redemption price, in the opinion of any
investment banking, appraisal or accounting firm selected by the Board
of Directors (which may be a firm which provides other investment
banking, brokerage or other services to the corporation), has a value,
at the time notice of redemption is given pursuant to Paragraph (4) of
Section E of Article Eleven, at least equal to the Fair Market Value of
the shares to be redeemed pursuant
<PAGE> 12
to Article Eleven (assuming, in the case of Redemption Securities to be
publicly traded, such Redemption Securities were fully distributed and
subject only to normal trading activity).
B. It is the policy of the corporation that Non-Citizens should
Beneficially Own, individually or in the aggregate, no more than the
Permitted Percentage of the Common Stock. If at any time Non-Citizens,
individually or in the aggregate, become the Beneficial Owners of more than
the Permitted Percentage of the Common Stock, then the corporation shall have
the power to take the actions prescribed in Sections C, D, E and F of this
Article Eleven. The provisions of this Article Eleven are intended to assure
that the corporation is in compliance with the citizenship requirements of
the Merchant Marine Act of 1936, as amended, the Shipping Act of 1916, as
amended (collectively, the "Maritime Laws") and the regulations promulgated
thereunder.
To the extent necessary to enable the corporation to submit any
proof of citizenship required by law or by contract with the United States
government (or any agency thereof), the corporation may require the record
holders and the Beneficial Owners of Common Stock to confirm their
citizenship status from time to time, and dividends payable with respect to
stock held by such record holder or owned by such Beneficial owner may, in
the discretion of the Board of Directors, be withheld until confirmation of
such citizenship status is received; and the stock transfer records of the
corporation shall be maintained in such manner as to enable the percentage of
Common Stock that is Beneficially Owned by Non-Citizens and by Citizens to be
confirmed. The Board of Directors is authorized to take such other
ministerial actions or make such interpretation as it may deem necessary or
advisable in order to implement the policy set forth in this Section B of
Article Eleven.
C. Any transfer, or attempted transfer, of any shares of Common Stock,
the effect of which would be to cause one or more Non-Citizens to
Beneficially Own Common Stock in excess of the Permitted Percentage, shall be
ineffective as against the corporation, and neither the corporation nor its
transfer agent shall register such transfer or purported transfer on the
stock transfer records of the corporation and neither the corporation nor its
transfer agent shall be required to recognize the transferee or purported
transferee thereof as a shareholder of the corporation for any purpose
whatsoever except to the extent necessary to effect any remedy available to
the corporation under this Article Eleven. A citizenship certificate may be
required from all transferees (and from any recipient upon original issuance)
of Common Stock of the corporation and, if such transferee (or recipient) is
acting as a fiduciary or nominee for a Beneficial Owner, such Beneficial
Owner, and registration of transfer (or original issuance) shall be denied
upon refusal to furnish such certificate.
D. If on any date (including any record date) the number of shares of
Common Stock that is Beneficially Owned by Non-Citizens is in excess of the
Permitted Percentage (such shares herein referred to as the "Excess Shares"),
the corporation shall determine those shares Beneficially Owned by
Non-Citizens that constitute such Excess Shares. The determination of those
shares that constitute Excess Shares shall be made by reference to the date
or dates such shares were acquired by Non-Citizens, starting with the most
recent acquisition of shares of Common Stock by a Non-Citizen and including,
in reverse chronological order of acquisition, all other acquisitions of
shares of Common Stock by Non-Citizens from and after the acquisition of
those shares of Common Stock by a Non-Citizen that first caused the Permitted
Percentage to be exceeded. The determination of the corporation as to those
shares that constitute the Excess Shares shall be conclusive. Shares deemed
to constitute such Excess Shares shall (so long as such excess exists) not be
accorded any voting rights and shall not be deemed to be outstanding for
purposes of determining the vote required on any matter properly brought
before the shareholders of the corporation for a vote thereon. The
corporation shall (so long as such excess exists) withhold the payment of
dividends and the sharing in any other distribution (upon liquidation or
otherwise) in respect of the Excess Shares. At such time as the Permitted
Percentage is no longer exceeded, full voting rights shall be restored to any
shares previously deemed to be Excess Shares and any dividend or distribution
with respect thereto that has been withheld shall be due and paid solely to
the record holders of such shares at the time the Permitted Percentage is no
longer exceeded.
E. Notwithstanding any other provision of these Articles, but subject
to the provisions of any resolution of the Board of Directors creating any
series of preferred stock or any other class
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<PAGE> 13
of stock which has a preference over Common Stock with regard to dividends or
upon liquidation, the Excess of Shares shall be subject to redemption at any
time by action of the Board of Directors. The terms and conditions of such
redemption shall be as follows:
(1) the redemption price of the shares to be redeemed pursuant to
this Article Eleven shall be equal to the Fair Market Value of such
shares or such other redemption price as required by pertinent state or
federal law pursuant to which the redemption is required:
(2) the redemption price of such shares may be paid in cash,
Redemption Securities or any combination thereof;
(3) if fewer than all the Excess Shares are to be redeemed, the
shares to be redeemed shall be selected in such manner as set forth in
Section D of this Article Eleven or as otherwise determined by the
Board of Directors;
(4) at least thirty (30) days' written notice of the Redemption
Date shall be given to the record holders of the Excess Shares selected
to be redeemed (unless waived in writing by any such holder) provided
that the Redemption Date may be the date on which written notice shall
be given to record holders if the cash or Redemption Securities
necessary to effect the redemption shall have been deposited in trust
for the benefit of such record holders and subject to immediate
withdrawal by them upon surrender of the stock certificates for the
Excess Shares to be redeemed;
(5) from and after the Redemption Date or such earlier date as
mandated by pertinent state or federal law, any and all rights of
whatever nature, which may be held by the record holder of Excess Shares
selected for redemption (including without limitation any rights to vote
or participate in dividends declared on stock of the same class or
series as such shares), shall cease and terminate and they shall
thenceforth be entitled only to receive the cash or Redemption
Securities payable upon redemption; and
(6) such other terms and conditions as the Board of Directors shall
determine.
F. In determining the citizenship of the Beneficial Owners or their
transferees of Common Stock, the corporation may rely on the stock transfer
records of the corporation and the citizenship certificates given by
Beneficial Owners or their transferees or any recipients (in the case of
original issuance) (in each case whether such certificates have been given on
their own behalf or on behalf of others) to prove the citizenship of such
Beneficial Owners, transferees or recipients of the Common Stock. The
determination of the citizenship of Beneficial Owners and their transferees
of the Common Stock may also be subject to proof in such other way or ways as
the corporation may deem reasonable. The corporation may at any time require
proof, in addition to the citizenship certificates, of the Beneficial Owner
or proposed transferee of shares of Common Stock, and the payment of
dividends may be withheld, and any application for transfer of ownership on
the stock transfer records of the corporation may be refused, until such
additional proof is submitted.
G. Each provision of this Article Eleven is intended to be severable
from every other provision. If any one or more of the provisions contained
in this Article Eleven is held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of any other provision of this Article
Eleven shall not be affected, and this Article Eleven shall be construed as
if the provisions held to be invalid, illegal or unenforceable had never been
contained therein.
H. The Board of Directors may, to the extent permitted by law, from
time to time establish, modify, amend or rescind, by By-Law or otherwise,
regulations and procedures not inconsistent with the express provisions of
this Article Eleven for determining whether any acquisition of the
corporation's capital stock would jeopardize the corporation's ability to
maintain such ownership by Citizens for the orderly application,
administration and implementation of this Article Eleven. Such procedures
and regulations shall be kept on file with the Secretary of the
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<PAGE> 14
corporation and with its Transfer Agent, if any, and shall be made available
for inspection by the public and, upon request, shall be mailed to any holder
of capital stock of the corporation.
I. All certificates evidencing ownership of capital stock of the
corporation which are delivered after the effective date of this Article
Eleven may bear a conspicuous legend describing the restriction set forth in
Article Eleven.
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<PAGE> 15
PROXY
INTRAV, INC.
7711 BONHOMME AVENUE
ST. LOUIS, MISSOURI 63105
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 23, 1999
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of INTRAV, INC. ("Intrav"), does hereby
nominate, constitute and appoint Paul H. Duynhouwer and Wayne L. Smith II,
or each of them (with full power to act alone), true and lawful proxies and
attorneys-in-fact, with full power of substitution, for the undersigned and
in the name, place and stead of the undersigned to vote all of the shares of
Common Stock, $.01 par value, of Intrav standing in the name of the
undersigned on its books at the close of business on March 4, 1999 at the
Special Meeting of Shareholders to be held at the offices of Intrav, 7711
Bonhomme Avenue, St. Louis, Missouri on March 23, 1999, at 10:00 a.m. local
time, and at any adjournments or postponements thereof, with all the powers
the undersigned would possess if personally present, as follows:
1. To consider and vote upon a proposal to approve and adopt a
resolution which will amend the Restated Articles of Incorporation of Intrav
to add a new Article Eleven which would, among other things, restrict
ownership of more than 24.9% of the outstanding shares of the common stock,
par value $.01 per share, of Intrav by non-United States citizens in order to
comply with the federal Merchant Marine Act of 1936, as amended, and the
federal Shipping Act of 1916, as amended, and applicable regulations
thereunder, as more fully described in the accompanying Proxy Statement (the
"Citizenship Amendment").
/ / FOR / / AGAINST / / ABSTAIN
2. To consider and vote upon the approval in advance on adjournment of
the Special Meeting in the event that there are not sufficient votes to
constitute a quorum or approve the Citizenship Amendment at the scheduled
time of the Special Meeting, in order to permit further solicitation of
proxies.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come before the
Special Meeting or any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF
THE CITIZENSHIP AMENDMENT AND FOR APPROVAL OF THE PROPOSAL REGARDING
ADJOURNMENT.
The undersigned hereby revokes any other proxies to vote at such meeting
and hereby ratifies and confirms all that the proxies and attorneys-in-fact,
or each of them, appointed hereunder may lawfully do by virtue hereof. Said
proxies and attorneys-in-fact, without limiting their general authority, are
specifically authorized to vote in accordance with their best judgment with
respect to all matters incident to the conduct of the Special Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN HEREIN,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS LISTED ABOVE, EXCEPT THAT IF A
PROXY IS VOTED AGAINST THE APPROVAL OF THE CITIZENSHIP AMENDMENT AND NO
INSTRUCTION IS GIVEN IN CONNECTION WITH THE ADJOURNMENT PROPOSAL, THE PROXY
WILL NOT BE VOTED IN FAVOR OF THE ADJOURNMENT PROPOSAL.
Dated: ------------------------- ------------------------------
Signature of Shareholder
------------------------------
Signature of Shareholder
When signing as an attorney, executor, administrator, trustee or guardian,
please give full title. If more than one person holds the power to vote the
same shares, all must sign. All joint owners must sign. The above signed
shareholder(s) hereby acknowledges receipt of the Notice of Special meeting
and the Proxy Statement (with all enclosures and attachments) dated March 8,
1999, relating to the Special Meeting.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
