SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x](X)
Filed by a Party other than the Registrant[ ]Registrant ( )
Check the appropriate box:
[ ]( ) Preliminary Proxy Statement [ ]( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x](X) Definitive Proxy Statement
[ ]( ) Definitive Additional Materials
[ ]( ) Soliciting Material Pursuant to Rule 14a-11(c)Section 240.14a-11(c) or Rule 14a-12Section 240.14a-12
EUROPA CRUISES CORPORATION
(Name of Registrant as Specified in Itsits Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6 (i)(3).
[ ](X) No fee required
( ) Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)1) Title of each class of securities to which transaction applies:
(2)2) Aggregate number of securities to which transaction applies:
(3)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)4) Proposed maximum aggregate value of transaction:1
(5)
5) Total fee paid:
[x]( ) 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)1) Amount Previously Paid:
(2)2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- 1 -
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:party:
(4) Date Filed:filed:
- 2 -
EUROPA CRUISES CORPORATION
150 153rd Avenue
Suite 200
Madeira Beach, FL 33708
-----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 1997
-------------JULY 10, 1998
----------------
TO THE SHAREHOLDERS OF
EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Europa Cruises Corporation (the "Company") will be held on April 18, 1997July 10, 1998 at the North
RedingtonThe
Grand Casino Biloxi Hotel - Bayview Tower, 280 Beach Hilton, 17120 Gulf Boulevard, North Redington Beach, Florida
33708Biloxi,
Mississippi 39530 at 9:0030 a.m., local time, for the following purposes:
(1) To elect threefour directors to hold office until the next annual
meeting of shareholders and until their successors have been
duly elected and qualified.
(2) To transact such other business as may properly come before
the meeting and any adjournments thereof.
MANAGEMENT'S SLATE FOR ELECTION AS DIRECTORS ARE MR. LESTER E. BULLOCK, MS.
DEBORAH A. VITALE AND MR. PIERS HEDLEY.
A rival group of persons referring to themselves as "The Committee to
Improve Shareholder Value of Europa Cruises Corporation" (hereafter "the
Catalano Committee"), filed a proxy statement with the Securities and Exchange
Commission on Schedule 14A, soliciting shareholder proxies and stating their
intention to nominate a slate of candidates consisting of Messrs. Peter J.
Catalano, Stephan A. Fitch, John H. Glassey and Paul Wells (hereafter "the
Catalano Slate"), to serve on the Board of Directors of the Company.
THE BOARD OF DIRECTORS URGES YOU NOT TO VOTE FOR ANY OF THE CATALANO SLATE.
Peter J. Catalano served as General Partner or a Director of six entities
which have, within the last five years, filed for protection under the United
States Bankruptcy Code (the "Bankruptcy Code"). These include Gold Star Cruises
of Galveston, L.C., a cruise ship and gaming operation that is the subject of a
liquidation proceeding under Chapter 7 of the Bankruptcy Code. In addition,
Peter J. Catalano has also filed a personal bankruptcy action for protection
from his creditors under Chapter 11 of the Bankruptcy Code. Paul Wells, a second
nominee of the Catalano Committee, served as President of Gold Star Cruises of
Galveston, L.C., the same cruise ship and gaming operation with which Peter J.
Catalano was affiliated, and which is the subject of a liquidation proceeding
under Chapter 7 of the Bankruptcy Code. John H. Glassey, a third nominee of the
Catalano Committee, served as Vice President of Corporate Development from April
1993 through December 1995 of American Gaming Entertainment, Ltd., a corporation
whose subsidiary, AMGAM Associates, doing business in Mississippi as Gold Shore
Casino, was forced into involuntary bankruptcy in May 1995.
The individuals named in the Catalano Committee's proxy statement and their
backgrounds, together with the reason for the Board's rejection of the Catalano
Slate, are further described in the Proxy Statement.
The Board of Directors has fixed the close of business on March 14, 1997June 5, 1998
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting or any adjournments thereof.
Your shares should be represented at this meeting, whether or not you
are able to attend personally. Therefore, we ask you to complete, date, sign and
mail the Company REQUESTS THAT YOU SIGN, DATE
AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE WHITE PROXY CARD VOTING FOR
THE ELECTION OF THE COMPANY'S NOMINEES, MR. LESTER E. BULLOCK, MS. DEBORAH A.
VITALE AND MR. PIERS HEDLEY, TO THE BOARD OF DIRECTORS.
IF YOU EXECUTE AND RETURN THE CATALANO COMMITTEE'S BLUE PROXY CARD, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING THE
COMPANY'S WHITE PROXY CARD. Remember, your latest datedenclosed proxy determines your
vote at the Annual Meeting.
PLEASE DO NOT SIGN AND RETURN ANY BLUE PROXY CARD EVEN AS A VOTE OF PROTEST
AGAINST THE CATALANO COMMITTEE. A LATER DATED BLUE PROXY CARD, EVEN IF VOTING TO
WITHHOLD AUTHORITY FOR THE CATALANO SLATE, WILL REVOKE ANY EARLIER DATED WHITE
PROXY CARD.
If you own your shares in the name of a brokerage firm bank nominee or
other institution, only they can vote your shares of Common Stock. Accordingly,
you should contact the person responsible for your account and give instructions
with respect to the voting of your shares. YOUR BROKER CANNOT VOTE YOUR SHARES
UNLESS HE OR SHE RECEIVES YOUR SPECIFIC INSTRUCTIONS.card promptly.
The Annual Report to Shareholders of Europa Cruises Corporation for the
year ended December 31, 1996 will be mailed to you at least 20 days prior to the
Annual Meeting.1997 is enclosed.
By Order of the Board of Directors
Lester E. Bullock/s/ Deborah A. Vitale
_____________________________________
Deborah A. Vitale
Chairman of the Board,
President March 20, 1997and Chief Executive Officer
June 12, 1998
EUROPA CRUISES CORPORATION
-------------------------------
PROXY STATEMENT
-------------------------------
The enclosed proxy is solicited by the Board of Directors (the "Board")
of Europa Cruises Corporation (the "Company") for use at the Annual Meeting of
Shareholders, and any adjournments thereof, to be held on April 18, 1997,July 10, 1998 at the
North RedingtonThe
Grand Casino Biloxi Hotel - Bayview Tower, 280 Beach Hilton, 17120 Gulf Boulevard, North Redington Beach,
Florida 33708Biloxi,
Mississippi 39530 at 9:0030 a.m., local time, for the purposes set forth in the
foregoing Notice of Annual Meeting of Shareholders (the "Meeting").
All costs of this solicitation of proxies will be borne by the Company.
In addition to solicitations by mail, the Company's directors, officers, and
regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph, and personal interviews. Brokers, custodians, and
fiduciaries will be required to forward proxy soliciting material to the owners
of stock held in their names. The Company will reimburse banks and brokers for
their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy material.
Shareholders executing proxies may revoke them at any time prior to use
by written notice to the Secretary of the Company, by subsequently executing
a
later datedanother proxy, or by attending the Meeting and voting in person. A proxy when
executed and not revoked will be voted and, if it contains any specifications,
it will be voted in accordance therewith. If no choice is specified, shares
covered by the proxy will be voted in favor of the Board's nominees for election
of directors and in the discretion of the proxy holder upon such other matters
as may properly come before such meeting. Abstentions
and broker non-votes will not effect the convening of the Meetingmeeting or the conduct
of business thereat, since a quorum is not required. For additional information,
see "Election of Directors--Certain Litigation."
Your shares should be represented at this meeting, whether or not you are
able to attend personally. Therefore, the Company REQUESTS THAT YOU SIGN, DATE
AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE WHITE PROXY CARD VOTING FOR
THE ELECTION OF THE COMPANY'S NOMINEES, MR. LESTER E. BULLOCK, MS. DEBORAH A.
VITALE AND MR. PIERS HEDLEY, TO THE BOARD OF DIRECTORS.
IF YOU EXECUTE AND RETURN THE CATALANO COMMITTEE'S BLUE PROXY CARD, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING THE
COMPANY'S WHITE PROXY CARD. Remember, your latest dated proxy determines your
vote at the Annual Meeting.
PLEASE DO NOT SIGN AND RETURN ANY BLUE PROXY CARD EVEN AS A VOTE OF PROTEST
AGAINST THE CATALANO COMMITTEE. A LATER DATED BLUE PROXY CARD, EVEN IF VOTING TO
WITHHOLD AUTHORITY FOR THE CATALANO SLATE, WILL REVOKE ANY EARLIER DATED WHITE
PROXY CARD.
If you own your shares in the name of a brokerage firm bank nominee or
other institution, only they can vote your shares of Common Stock. Accordingly,
you should contact the person responsible for your account and give instructions
with respect to the voting of your shares. YOUR BROKER CANNOT VOTE YOUR SHARES
UNLESS HE OR SHE RECEIVES YOUR SPECIFIC INSTRUCTIONS.
Mr. Lester E. Bullock, Ms. Deborah A. Vitale and Mr. Piers Hedley,
directors of the Company and nominees for election as directors, and Ms. Debra
Gladstone, Chief Financial Officer of the Company, Mr. Andrew Rufo, Director of
Gaming Operations and General Manager, Madeira Beach, Florida, Mr. Michael
Reeves, General Manager, Fort Myers Beach, Florida and Mr. Jim Monninger,
General Manager, Miami Beach, Florida, may solicit proxies and may be deemed to
be participants in the proxy contest. For additional information, see Appendix
A.any adjournments thereof.
This Proxy Statement and the accompanying Proxy are being mailed to
shareholders on or about March 20, 1997.June 12, 1998. A copy of the Annual Report for 1996
will be forwarded to you at least 20 days prior to the Meeting.1997 is
enclosed herewith.
The address of the Company's executive offices is 150 153rd Avenue, Suite 200,
Madeira Beach, Florida 33708.
The Chairman of the Board, Deborah A. Vitale,
can be reached at (703) 683-6800 and the President, Lester E. Bullock, can be
reached at (813) 398-7347.
SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERS
At the close of business on March 14, 1997,June 5, 1998, the record date for
determining the shareholders entitled to vote at the annual meeting, there were
issued and outstanding and entitled to vote a total of 27,108,85427,345,349 shares of the
Company's Common Stock, par value $.001 per share (the "Common Stock"), 926,000
shares of the Company's Series "S" Preferred Stock (the "S Preferred Stock") and
900,000 shares of the Company's Series "S-NR" Preferred Stock (the "NR Preferred
Stock"). The S Preferred Stock and the NR Preferred Stock are collectively
referred to herein as the "Preferred Stock." The Common Stock and Preferred
Stock vote as a single class, and each share is entitled to one vote per share.
The shares of stock represented at the Meeting, either in person or by proxy,
and entitled to vote thereat, shall constitute a quorum for the purpose of the
Meeting. Votes cast by proxy or in person at the Meeting will be tabulated by
the judge of elections appointed for the Meeting.
TheBased upon filings with the Securities and Exchange Commission pursuant to
Sections 13 and 16 of the Securities Exchange Act of 1934, the only persons who
owned of record or were known by the Company to own beneficially on March 14, 1997,June 5,
1998, more than 5% of any class of the outstanding voting shares of the Company
were as follows:
NUMBER OF PERCENT OF PERCENT
NAME AND ADDRESS SHARES OWNED CLASS(1) VOTING
- ---------------- ------------ ---------- -------
Serco International Limited(2)............. 1,490,334Limited (2) 1,440,334 Common 5.04% 10.57%5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Austroinvest International Limited(2)...... 1,490,334 1,440,334 Common 5.04% 10.57%5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Gaming Invest Corporation(2)............... 1,490,334Corporation (2) 1,440,334 Common 5.04% 10.57%5.27% 10.83%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Europa Cruises Corporation(3).............. 4,750,000 4,250,000 Common 16.08% 15.14%15.54% 14.09%
Employee Stock Ownership Plan
Trust Agreement
150 153rd Avenue East
Madeira Beach, Florida 33708
Lester E. Bullock(3)(4).................... 5,306,270 Common 17.96% 16.91%
150 - 153rd Avenue
Madeira Beach, FL 33708
Deborah A. Vitale, Esquire(3)Esquire (3)(4)........... 5,753,500(5) 6,003,500 Common 19.47% 18.34%21.95% 19.91%
1013 Princess Street
Alexandria, VA 22314
ErnstG.John R. Duber (3) (4)(6) 4,487,560 Common 16.41% 14.88%
20018 Westover Avenue
Rocky River, Ohio 44116
Ernst G. Walter(2)......................... 1,490,334 1,440,334 Common 5.04% 10.57%5.27% 10.83%
14700 Gulf Blvd., Apt 401Apt.401 900,000 S-NR Preferred 100.00%
Madeira Beach, Florida 33708 926,000 S Preferred 100.00%
----------
(1) Common Stock and Preferred Stock amounts have been combined for the purpose
of calculating percentages.
(2) Serco International Limited, 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
1,090,334 shares of Common Stock owned by Serco International Limited;Madeira Beach, Florida 33708 926,000 shares of S Preferred Stock owned by Austroinvest International
Limited; 200,000 shares of Common Stock owned by Gaming Invest Corporation;
and 200,000 shares of Common Stock underlying options Dr. Walter has the
current right to exercise.
(3) The Trustees of the Europa Cruises Corporation Employee Stock Ownership
Plan, Trust Agreement ("ESOP") are Lester E. Bullock, President and
director of the Company, and Deborah A. Vitale, Esq., Chairman of the Board
of the Company. The ESOP was established on August 18, 1994. As of March
14, 1997, 250,000 shares of Common Stock have been allocated to
participants in the ESOP, including 6,270 shares of Common Stock allocated
to Mr. Bullock as a participant. The participants in the ESOP are entitled
to direct the Trustees as to the manner in which the Company's allocated
shares are voted. Unallocated shares are voted by the Trustees. The
Trustees are required to vote the ESOP shares in the best interests of the
ESOP beneficiaries. The Trustees will consider, among other matters, the
business backgrounds, integrity and managerial abilities of the Catalano
Committee's nominees for election as directors, and management's nominees
for election as directors, the business plans and goals of all such
nominees, the effect of a change in control on financial operations,
banking and creditor relationships and licensing and regulatory
requirements, as well as the manner in which the ESOP beneficiaries cast
their votes with respect to the allocated shares.
(4) Includes options to purchase shares of Common Stock exercisable within the
next sixty days. Of such options, 1,000,000 options are held by Ms. Vitale,
550,000 options are held by Mr. Bullock. Also includes, 4,750,000
unallocated shares of Common Stock which will be voted by Ms. Vitale and
Mr. Bullock as Trustees of the ESOP.
100.00%
- --------------------
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages.
(2) Serco International Limited, Austro Invest International Limited and
Gaming Invest Corporation are affiliated entities. The Company
understands that Dr. Ernst Walter is the sole director of each company.
The total beneficial ownership of securities of the Company by the
three corporations and Dr. Walter includes: 900,000 shares of Series
S-NR Preferred Stock and 1,040,334 shares of Common Stock owned by
Serco International Limited; 926,000 shares of S Preferred Stock owned
by Austroinvest International Limited; 200,000 shares of Common Stock
owned by Gaming Invest Corporation; and 200,000 shares of Common Stock
underlying options Dr. Walter has the current right to exercise.
(3) The Europa Cruises Corporation Employee Stock Ownership Plan, Trust
Agreement ("ESOP") was established on August 18, 1994. The Trustees of
the ESOP are Deborah A. Vitale, President, CEO, and Chairman of the
Board and John R. Duber, Vice-President and a Director. As of December
31, 1997, 750,000 ESOP shares had been released and 500,000 ESOP shares
had been allocated to participants in the ESOP. The participants in
the ESOP are entitled to direct the Trustees as to the manner in which
the Company's allocated shares are voted Unallocated shares are voted
by the Trustees. The Trustees are required to vote the ESOP shares in
the best interests of ESOP beneficiaries.
(4) Includes 4,250,000 unallocated shares of Common Stock which will be
voted by Ms. Vitale and Mr. Duber as Trustees of the ESOP.
(5) Includes options to purchase 1,750,000 shares of Common Stock.
(6) Includes options to purchase 100,000 shares of Common Stock.
- 2 -
The following table sets forth as of March 14, 1997,June 5, 1998, the beneficial and
record
ownership of the outstanding Common Stockvoting shares of the Company by directors,
nominees, certain executive officers and all directors and executive officers as
a group.
It also sets forth as of March 14, 1997, beneficial and record
ownership of the outstanding Common Stock of the Company by each person who may
be deemed to be a participant in the proxy contest and by all such persons as a
group. Each participant is identified by a single asterisk (*) beside their
name.
NUMBER OF PERCENT PERCENT
SHARES OF COMMON OF COMMON OF VOTINGPERCENT PERCENT
NAME AND ADDRESS COMMON STOCK OWNED OF COMMON STOCK STOCK(1)OF VOTING STOCK (1)
- ---------------- ---------------- --------- --------------------------- --------------- ------------------
*Lester E. Bullock,Deborah A. Vitale 6,003,500 (3) (4) 21.95% 19.91%
Chairman, President, CEO,
Secretary and director of the............. 5,306,270(3) 17.96% 16.91%
CompanyTreasurer;
Chairman, President,
Secretary and directorTreasurer of
Casino World, Inc. and
Mississippi Gaming Corporation(2)
150 - 153rd Avenue
Madeira Beach, FL 33708
*Deborah A. Vitale, Esquire................................... 5,753,500(4) 19.47% 18.34%
Chairman of the Board and Secretary of the
Company and Chairman of the Board of Casino
World, Inc. and Mississippi Gaming CorporationCorp.
1013 Princess Street
Alexandria, VAVa 22314 *Piers Hedley, director....................................... 329,500(5) 1.12% 1.05%
150 - 153rd(2)
John R. Duber 4,487,560 (3) (5) 16.41% 14.88%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Madeira Beach, FL 33708
*Debra Gladstone, Chief Financial Officer..................... 67,045(6) ** **
150 - 153rd Avenue
Madeira Beach, FL 33708
Charles H. Reddien, PresidentRocky River, Oh 44116
Gregory Harrison 270,000 (6) .99% .9%
Director
16209 Kimberly Grove
Gaithersburg, Md 20878
Paul DeMattia 139,000 (6) .51% .46%
Director
6366 Eastland Rd.
Brookpark, Ohio 44142
All Directors and a director of Casino........ 307,500(7) 1.04% **
World, Inc. and Mississippi Gaming Corporation
150 - 153rd Avenue
Madeira Beach, FL 33708
All directors and executive officersOfficers 6,650,060 24.32% 22.05%
as a group (5Group (4 persons)... 7,013,815 23.74% 22.36%
*Andrew Rufo, Director of Gaming Operations................... 50,000(6) ** **
150 - 153rd Avenue
Madeira Beach, FL 33708
*Michael Reeves, General Manager.............................. 50,000(6) ** **
150 - 153rd Avenue
Madeira Beach, FL 33708
*Jim Monninger, General Manager............................... 51,000(6) ** **
150 - 153rd Avenue
Madeira Beach, FL 33708
All participants as a group (7 persons)....................... 6,857,315 23.21% 21.86%
- ----------
** Less than one percent (1%):
- -------------------
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages of Voting Stock. None of the persons
listed owns any Preferred Stock.
(2) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(3) Includes 4,250,000 unallocated shares of Common Stock which will be
voted by Ms. Vitale and Mr. Duber as Trustees of the ESOP.
(4) Includes options to purchase 1,750,000 shares of Common Stock.
(5) Includes options to purchase 100,000 shares of Common Stock.
(6) Includes options to purchase 50,000 shares of Common Stock. None of the persons listed owns
any Preferred Stock.
(2) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(3) Includes options to purchase 550,000 shares of Common Stock exercisable
within the next sixty days and 4,750,000 shares of Common Stock which Mr.
Bullock is authorized to vote as Trustee of the ESOP.
(4) Includes options to purchase1,000,000 shares of Common Stock exercisable
within the next sixty days and 4,750,000 shares of Common Stock which Ms.
Vitale is authorized to vote as Trustee of the ESOP.
(5) Includes options to purchase 250,000 shares of Common Stock and beneficial
interest in 79,500 shares of Common Stock underlying warrants exercisable
within the next sixty days.
(6) Includes options to purchase 50,000 shares of Common Stock exercisable
within the next sixty days.
(7) Includes options to purchase 300,000 shares of Common Stock exercisable
within the next sixty days.
3
ELECTION OF DIRECTORS
The Board has fixed the number of directors at three.four. The term of each
director elected will be until the next Annual Meeting of Shareholders or until
his or her successor is duly elected and qualified. Each nominee is, at present,
available for election, but if any nominee should become unavailable, the
persons voting the accompanying proxy may, at their direction, vote for a
substitute. The election of each director requires the vote of holders of a
plurality of the outstanding Common Stock and Preferred Stock, counted as a
single class, present and voting at the Meeting.
Certain information concerning
the nominees is set forth below.
CANDIDATES NOMINATED BY THE BOARD- 3 -
The Board has nominated the following threefour 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. LESTER E. BULLOCK, 43, has served as President ofCertain information concerning
the Company since July
18, 1994, and has served as a director of the Company since March 1995. Under
the Company's bylaws the Presidentnominees is also the Chief Executive Officer of the
Company. He is responsible for the day to day operations of the Company. From
January 1994 to June 1994, Mr. Bullock was Vice President of Operations at the
Company. From January 1, 1992, through December 31, 1993, Mr. Bullock was
General Manager of the Company and was responsible for all port operations. In
1991, Mr. Bullock was Casino Pit Manager in Ft. Myers, Florida for Casinos
Austria Maritime Corporation. From 1989 to 1990, Mr. Bullock was General Manager
of the Sonesta Beach Resort and Crystal Casino in Oranjestead, Aruba. From 1984
through 1989, Mr. Bullock held various managerial and administrative positions
at the Tropicana Resort and Casino in Las Vegas, Nevada, and the Dunes Hotel
Casino and Country Club in Las Vegas, Nevada. Mr. Bullock received a B.S. in
Business, from Arizona State University in 1974.set forth below.
Name Age Title
- ---- --- -----
Deborah A. Vitale 48 Chairman of the Board, President,
Chief Executive Officer, Secretary and
Treasurer
John R. Duber 42 Director, Vice-President, Assistant Secretary
and Director of Investor Relations
Paul J. DeMattia 38 Director
Gregory A. Harrison 53 Director
DEBORAH A. VITALE, 46, was elected Chairman of the Board of Directors in March 1995
and was appointed Secretary of the Company in November 1994. She has been a
directorDirector 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. She is in charge of
managing all legal activity of the Company including the retention and direction
of outside counsel in connection with the Company's various pending cases,
appeals, legal proceedings, permits and licenses, and is also actively involved
in the day to day business operations of the Company.On
September 2, 1997, Ms. Vitale is responsible
for all negotiations to date with Hiltonwas appointed President of Casino World, Inc. and
Mississippi Gaming Corporation ("Hilton")Corporation. On February 20, 1998, Ms. Vitale was appointed
President and supervises the Company's responses to Hilton's due diligence inquiries regarding
the Mississippi property.Chief Executive Officer of Europa Cruises Corporation. Ms. Vitale
is a trial attorney, by background, with nineteen years of experience handling
complex civil litigation and is licensed to practice law in Maryland, Virginia
and Washington D.C. Ms. Vitale was a partner in the firm of Miller & Vitale,
P.C., from November 1990 to September 1992. From 1986 to 1990, Ms. Vitale was ofOf
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 hashad served as Listing Official for the Environmental Protection Agency
PIERS HEDLEY, 40,Agency.
JOHN R. DUBER, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company at its Director
of Investor Relations. Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998. Since 1992, Mr. Duber has worked as a
consultant in the trucking industry. Mr. Duber received his Bachelor of Science
Degree from John Carroll University in 1977.
PAUL J. DEMATTIA, was named as a Director of the Company on February 20, 1998.
Mr. DeMattia attended the West Side Institute of Technology from 1979 to 1983.
Mr. DeMattia is the founder of DeMattia Cartage, Incorporated, and has served as
President of that company, which owns and operates various trucks and trailers
for specialized delivery service, since 1983. Mr. DeMattia is the recipient of
the W.W. Grainger, Inc. Outstanding Service Award for 1992-1993.
GREGORY A. HARRISON, was named as a directorDirector of the Company since November
1995.on February 20,
1998. Mr. HedleyHarrison is an Executive Managing Directora consulting forensic engineer with over twenty-eight
years of the investment banking
firm of Peerless Associates Limited in Europe. From 1991 to 1994,diversified safety engineering experience with NASA, DOD, NBS, NRC,
ARAMCO, and Tenera, L.P. Mr. Hedley
served as the Managing Director of the U.K. investment banking firm,
Multinational Capitol Services Limited. Mr. HedleyHarrison has also served as a
consultant to NWCM Limited, a foreign securities firm. NWCM Limited servedqualified as an underwriter forexpert witness in
various courts in eight states. Mr. Harrison received a Regulation S offering made byB.S. degree in Fire
Protection Engineering from the CompanyUniversity of Maryland in 1966; an M.S. degree
in Civil Engineering from the University of Maryland in 1970, an M.S. degree in
Engineering Administration from George Washington University in 1979 and a PH.D.
in Safety Engineering from Kennedy-Western University in 1994. Mr. Harrison
holds a top secret security clearance with the U.S. Department of Energy. Mr.
Harrison has served on the Board of Directors of Data Measurement Corporation
and First Patriot National Bank and is a current Advisory Board member of United
Bank.
The Board, as then comprised, held fourteenseven meetings during 1995 and twelve meetings during
1996. Eachthe fiscal year
ended December 31, 1997, of which each director attended at least 75% of the total number of Board meetings
held during the
period for which he or she was a director. The Board doesdid not have a
compensation, audit or nominating committee during the
- 4 -
fiscal year ended December 31, 1997. The Board formed an audit compensation or nominating committee.
4
STATUS OF DEVELOPMENT AT DIAMONDHEAD, MISSISSIPPI
PERMITS. On June 15, 1995, the Mississippi Gaming Commission granted site
approval for the Diamondhead casino resort site plan. On July 16, 1996, the
Mississippi Commissioncommittee on
Marina Resources granted approval to Casino World,
Inc.February 20, 1998, consisting of Paul DeMattia and the Hancock County PortGregory Harrison, both of
whom are outside Directors and Harbor Commission for a change in the
Coastal Use PlanDeborah A. Vitale and associated permit to develop the approved site plan for the
Diamondhead resort. Local community organizations opposed to the grantingJohn R. Duber, both of this changewhom
are Directors and permit have appealed to the Mississippi courts. The appeal is
now pending and the permit remains subject to the appeal. On January 9, 1997,
the Mississippi Commission of Environmental Quality approved the issuanceOfficers of the Water Quality Certification by the Mississippi Department of Environmental
Quality, Office of Pollution Control to Casino World, Inc. and to the Hancock
County Port and Harbor Commission. Local community organizations opposed to the
granting of this Certification have requested an evidentiary hearing on this
matterCompany. The Audit Committee, which is currently scheduled to be held in April 1997. On January 22,
1997, the Mississippi Department of Environmental Quality issued a Construction
Storm Water General (National Pollution Discharge Elimination System (NPDES))
permit to Casino World, Inc. The Company is in the process of obtaining the
final approval needed to begin developmentconvenes
at each meeting of the site from the U.S. Army Corps
of Engineers. There can be no assurance that such approval will be forthcoming.
Any modification of the approved site plan may require resubmission to and
reapproval by the Mississippi Gaming Commission, the Mississippi Department of
Marine Resources, the Mississippi Department of Environmental Quality and/or the
U.S. Army Corps of Engineers.
In addition to the foregoing, on or about January 16, 1997, the Hancock
County Board, of Supervisors adopted a county wide zoning plan. The Company's 404
acre site was zoned as a Special Use District Waterfront Gaming District. The
zoning designation comports with the Diamondhead Casino Resort site plan
approved by the Mississippi Gaming Commission, the Mississippi Commission of
Marine Resources, the Hancock County Planning Commission and the Hancock County
Board of Supervisors.
HILTON GAMING CORPORATION. On January 31, 1997, the Company entered into an
agreement with Hilton Gaming Corporation, the world's largest gaming company,
which gave Hilton the exclusive right to negotiate a joint venture agreement
with the Company for 180 dayshas authority with respect to the developmentfinancial audit
and reporting functions of the Company, including the review of internal
accounting procedures and the review and oversight of the Company's Diamondhead, Mississippi property. In exchange for the exclusive right to
negotiate, Hilton paid the Company a nonrefundable fee of $400,000. The joint
venture agreement to be negotiated between Hilton and the Company, if reached,
would be formed for the purpose of developing a destination casino resort and
hotel at the Company's 404 acre site in Diamondhead, Mississippi. The 404 acre
site, located immediately off Interstate 10, is adjacent to a site on which
Circus Circus Enterprises, Inc, also intends to develop a destination casino
resort and hotel. The Company's destination casino resort is expected to include
a luxury hotel and spa, a sports and entertainment center, 120,000 square feet
of casino space, and a golf course. The Company believes Mississippi represents
the most significant opportunity for an increase in shareholder value.independent
accountants.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon its review of Forms 3, 4 and 5 and any amendments
thereto furnished to the Company pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended, all of such forms were filed on a timely basis
by reporting persons during 1996 except for the one filing in 1996 by each of Mr. Bullock,
Ms. Vitale, Mr. Reddien, Mr. Hedley and Ms. Gladstone of a Form 4 to report
stock options granted in April 1996.1997.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of certain
executive officers of the Company and its wholly owned subsidiaries, Casino
World, Inc. and Mississippi Gaming Corporation. No other person serving as an
executive officer on December 31, 1996,1997, received cash compensation in excess of
$100,000 during any of the last three fiscal years.
5
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------- --------------------------------------------------------------------------------------------------- ---------------------------------------
AWARDS PAYOUTS
OTHER ------------------- ----------------------------------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND PRINCIPAL COMPEN- STOCK LTIP COMPEN-
OCCUPATION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
------------------------------------------- ---- ------- ------ ----- ------ ---------------- ------- ------- ---------
($) ($) ($) ($) ($) (#) ($) ($)------
Deborah A. Vitale (3) (4) 1997 (7) $84,135 $50,000 None None None None None
President and Chief Executive Officer 1996 None(3) None None None 800,000 None None
as of February 20, 1998 1995 None(3) None None None None None None
Lester E. Bullock(1)Bullock (1) (2) 1997 $125,000 $25,000 None None None None Car Rental(5)
Former President and Chief 1996 $134,000 None None None 400,000(2)400,000 None None
PresidentCar Rental
Executive Officer of the Company 1995 $100,000 $29,000 None None None None None
1994 $ 85,352 $16,500 $2,100(3) None 100,000 None None
Deborah A. Vitale, Chairman of 1996 None(4) None None None 800,000(5) None None
the Board and Secretary of the 1995 None(4)Debra L. Gladstone 1997 $85,000 $7,500 None None None None None None
Company and Chairman of the 1994 None(4)Car Rental(6)
Former Chief Financial Officer 1996 $70,000 None None None 100,000 None None
Board of Casino World, Inc., and
Mississippi Gaming Corporation
1013 Princess Street
Alexandria, VA 22314
Charles H. Reddien, 1996 $125,000 None $7,500(6) None 200,000 None None
President of Casino World, Inc. 1995 $125,000 None None None None50,000 None None
and Mississippi Gaming 1994 $125,000 None $ 216(7) None None None None
Corporation(1)
- ----------
(1) On July 18, 1994, Mr. Bullock became President of the Company and Mr.
Reddien resigned as President and Chief Executive Officer of the Company.
Mr. Reddien remained President of Casino World, Inc. and Mississippi Gaming
Corporation, wholly-owned subsidiaries of the Company.
(2) Mr. Bullock was granted options to purchase 400,00015,000
shares of
Common Stock
exercisable at $.75 per share of which 250,000 were granted for service on
the Board not traditionally provided by a director.
(3) Automobile allowance.
(4) Ms. Vitale received no cash compensation during 1995 or 1996 as an
executive officer of the Company. The Board will consider what, if any,
payments should be made to Ms. Vitale for services rendered to the Company.
(5) Ms. Vitale was granted options to purchase 800,000 shares of Common Stock
exercisable at $.75 per share for service on the Board not traditionally
provided by a director.
(6) Relocation Reimbursement.
(7) Includes insurance premiums paid by the Company on a policy in excess of
$50,000.
common
(1) On July 18, 1994, Mr. Bullock became President and Chief Executive
Officer of the Company. On February 20, 1998, Mr. Bullock was removed as
President and Chief Executive Officer of the Company. On February 20,
1998, Mr. Bullock resigned as a Director.
(2) Mr. Bullock was granted options to purchase 400,000 shares of Common
Stock exercisable at $.75 per share. 250,000 were granted for services
rendered as a Director. 150,000 were granted for services on the Board
not traditionally provided by a Director.
(3) Ms. Vitale received no cash compensation during 1995 or 1996 as an
executive officer of the Company.
(4) Ms. Vitale was granted options to purchase 800,000 shares of Common
Stock exercisable at $.75 per share. 250,000 were granted for services
rendered as a Director. 550,000 where granted for services on the Board
not traditionally provided by a Director
(5) In 1997, Mr. Bullock's monthly vehicle lease payment, including tax, was
$783.10.
(6) In 1997, Mrs. Gladstone's monthly vehicle lease payment, including tax,
was $503.54.
(7) Ms. Vitale did not receive any salary or bonus for 1997 until 1998.
- 5 -
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regardingNo stock options were granted to the executive officers and directors during the
year ended December 31, 1996.
None of the following options are "incentive stock options" within the meaning
of Section 422A of the Internal Revenue Code of 1986.
NUMBER OF
SECURITIES % TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED TO
GRANTED EMPLOYEES IN EXERCISE EXPIRATION
NAME IN 1996 FISCAL YEAR PRICE ($/SH) DATE
- ---- ---------- ------------ ------------ ----------
Lester E. Bullock........... 400,000 21.62% $.75 April 18, 2001
Deborah A. Vitale........... 800,000 43.24% $.75 April 18, 2001
Piers Hedley................ 250,000 13.51% $.75 April 18, 2001
Charles H. Reddien.......... 200,000 10.81% $.75 April 18, 2001
6
1997.
AGGREGATE OPTION EXERCISESEXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows stock option exercisesoptions exercised by certain executive officers
during the fiscal year ended December 31, 1996.1997. In addition, this table includes
the number of shares covered by both exercisable and non-exercisable stock
options as of December 31, 1996.1997. None of the following options are "incentive
stock options" within the meaning of Section 422A of the Internal Revenue Code
of 1986.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES VALUEACQUIRED REALIZED OPTIONS AT YEAR-END AT YEAR-END(2)
ACQUIRED REALIZED --------------------------- ---------------------------
NAME
ON EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------------ --------------------------- ----------- -------------
----------- -------------
Lester E. Bullock..........Bullock None None 550,000 None $0 ---
Piers Hedley None None 250,000 None $0 -
Deborah A. Vitale..........Vitale None None 1,000,000 None $0 ---
Debra L. Gladstone None None 50,000 None $0 -
Charles H. Reddien.........Reddien None None 300,000 None $0 --
- ----------
(1) The "value realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date of
exercise over the exercise price). However, because the officer may keep
the shares acquired upon the exercise of options or sell them at a
different price, this amount does not necessarily reflect cash realized
upon the sale of those shares.
(2) "In-the-Money Options" are options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock at the end
of the last fiscal year ($.75-
(1) The "Value Realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date
of exercise over the exercise price). However, because the officer may
keep the shares acquired upon the exercise of options or sell them at a
different price, this amount does not necessarily reflect cash realized
upon the sale of those shares.
(2) "In-the-Money Options" are options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock at the
end of the last fiscal year ($.6875 per share) exceeded the exercise
price of the options.
DIRECTORS COMPENSATION
As ofFrom January 1, 1995 each director isthrough August 1997, Directors were paid $1,500 per month
for serving as a directorDirectors of the Company. The Company reimburses directorsDirectors are reimbursed for their
expenses of attendance at Board and committee meetings and for travelcertain
approved expenses incurred in connection with Company business.business and for certain
approved expenses incurred in connection with attendance at non-telephonic Board
meetings and non-telephonic committee meetings.
In 1996, Lester E. Bullock, a Director, was awarded 400,000 stock options
exercisable at $.75 per share, 250,000 of these options were awarded for
services rendered as a Director. In 1996, Piers Hedley, a Director, was awarded
250,000 stock options exercisable at $.75 per share andfor services rendered as a
Director. In 1996, Deborah A. Vitale, a Director, was awarded 800,000 stock options
exercisable at $.75 per share, 250,000 of these options were awarded for
services rendered as a Director.
On March 3, 1998, the Company entered into an Agreement to Cancel 500,000
Options to Purchase Common Stock held by the Company's former President, Lester
Bullock, for $75,000 or $.15 per share. These options were used, in part, to
compensate the new Board of Directors and management. On March 24, 1998, Gregory
Harrison, a Director was awarded 50,000 options exercisable at $1.00 per share
for services rendered as a Director, provided he remained a Director for six
months from the date of his appointment (unless removed by vote of the
shareholders or a failure to be nominated to the next Board of Directors or
unless unable to serve due to death or by
- 6 -
reason of physical or mental incapacity.) On March 24, 1998, Paul DeMattia, a
Director, was awarded 50,000 options exercisable at $1.00 per share for services
rendered as a Director, provided he remained a Director for six months from the
date of his appointment (unless removed by vote of the shareholders or a failure
to be nominated to the next Board of Directors or unless unable to serve due to
death or by reason of physical or mental incapacity.) On March 24, 1998, John R.
Duber, a Director, was awarded 100,000 options exercisable at $1.00 per share,
50,000 of which were awarded for services rendered as a Director provided he
remained a Director for six months from the date of his appointment (unless
removed by vote of the shareholders or a failure to be nominated to the next
Board of Directors or unless unable to serve due to death or by reason of
physical or mental incapacity) and 50,000 of which were awarded for other
services rendered to the Company which were not conditioned on continued
service. On April 3, 1998, Deborah A. Vitale, a Director, was awarded 750,000
options exercisable at $1.00 per share for services rendered as Director and
President of Europa and its subsidiaries, provided she remained a Director for
six months from the date the Board awarded the options (unless removed by vote
of the shareholders or a failure to be nominated to the next Board of Directors
or unless unable to serve due to death or by reason of physical or mental
incapacity.)
CERTAIN TRANSACTIONS
On August 18, 1994, the Company established the Europa Cruises Corporation
Employee Stock Ownership Plan (the "ESOP"). This ESOP, which is a qualified
retirement plan under the provisions of Section 401(a) of the Internal Revenue
Code and an employee stock ownership plan within the meaning of Section
4975(e)(7) of the Internal Revenue Code, was established primarily to invest in
stock of the Company. All employees as of December 31, 1994, and subsequent new
employees having completed 1,000 hours of service are eligible to participate in
the ESOP. The Company also established a trust called the Europa Cruises
Corporation Employee Stock Ownership Plan, Trust Agreement to serve as the
funding vehicle for the ESOP. The Trustees of this trust are Deborah A. Vitale
and Lester E. Bullock.John R. Duber. As of March 14, 1997, 250,000June 5, 1998, 750,000 shares of Common Stock have been
allocated to participants in the ESOP. Unallocated shares are voted by the
Trustees. The Trustees are required to vote the ESOP shares in the best
interests of the ESOP beneficiaries. The Trustees will consider, among other
matters, the business backgrounds, integrity and managerial abilities of the
Catalano Committee's nominees for election as directors, and management's
nominees for election as directors, the business plans and goals of all such
nominees, the effect of a change in control on financial operations, banking and
creditor relationships and licensing and regulatory requirements, as well as the
manner in which the ESOP beneficiaries cast their votes with respect to the
allocated shares.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a
ten-year promissory note bearing interest at eight percent per annum. On August
24, 1994, the ESOP purchased 2,880,000 shares of the Company's Common Stock with
the proceeds of the loan. On August 25, 1994 the Company loaned an additional
$3,180,000 to the ESOP in exchange for a ten year promissory note bearing
interest at eight percent per annum. On August 26, 1994, the ESOP purchased an
additional 2,120,000 shares of the Company's 7
Common Stock with the proceeds of
the loan. The shares of Common stock were pledged to the Company as security for
the loans. The promissory notes will be repaid with the proceeds of annual
contributions made by the Company to the ESOP. In April of 1995, the Company
agreed to extend the maturity of the loans to twenty years. Through December 31,
1996,1997, the Company paid $1,518,308$6,925,000 to the ESOP which was used to repay principal
and interest on the promissory notes.
The Board of Directors of Casino World, Inc. ("CWI") granted options to
purchase common shares of CWI to current and former officers and directors of
CWI, exercisable at $1.00 per share. These options expired in March, 1997.
During 1996, the Company completed three separate offerings of its stock in
Europe in accordance with Regulation S under the Securities Act of 1933 and in
connection therewith paid commissions in Common Stock to Peerless Associates
Limited ("Peerless"), an investment banking firm located in Europe. Piers
Hedley, a director of the Company, serves as an Executive Managing Director and
consultant for Peerless. In connection with the Regulation S offerings the
Company issued: 331,360 shares of Common Stock at $.65 per share on February 26,
1996, of which shares Peerless received 23,668 as a commission; 704,348 shares
of Common Stock on July 18, 1996, at $.46 per share of which shares Peerless
received 52,174 as a commission; and 469,566 shares of Common Stock on May 13,
1996, at $.46 per share of which shares Peerless received 34,783 as a
commission. In addition, the Company completed several other Regulation S
offerings in 1996 with unrelated third parties and received aggregate net
proceeds of $574,000 from the sale of 1,182,752 shares of Common Stock at prices
ranging from $.44 to $.67 per share. The proceeds from each of the Regulation S
offerings described above (approximately $1,500,000) were used primarily to pay
costs associated with the drydocking of the Company's vessels to comply with
U.S. Coast Guard regulations and safety requirements.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected BDO Seidman, LLP, as the Company's
auditors for the current fiscal year ending December 31, 1997. BDO Seidman, LLP,
has served as independent auditors for the Company since 1990, and
representatives of that firm are expected to be present at the Meeting and shall
have an opportunity to make a statement if they desire to do so and to respond
to appropriate questions.
CERTAIN LITIGATION
On January 8, 1997, Dana V. Catalano filed an action against the Company in
the Court of Chancery of the State of Delaware, New Castle County, Civil Action
No. 15455 seeking an order pursuant to 8 Del. C. 211(c) scheduling an annual
meeting for the election of directors of the Company. The Board had previously
voted on December 11, 1996, to hold the next annual meeting at which an election
of directors would take place on June 4, 1997. The Company advanced the date of
the annual meeting to April 18, 1997 and set the record date as March 14, 1997.
The Stipulation and Order entered to that effect also provided "that the shares
of stock represented at such meeting, either in person or by proxy, and entitled
to vote thereat, shall constitute a quorum for the purpose of such meeting,
notwithstanding any provision of the Certificate of Incorporation or By-laws of
the Company to the contrary."
MANAGEMENT'S COMMENTS REGARDING THE CATALANO SLATE
WHO IS THE CATALANO SLATE?
IS IT REALLY QUALIFIED TO MANAGE YOUR COMPANY?
The following information may be helpful to you in considering the
questions above.
DID YOU KNOW:
PETER J. CATALANO
o FILED BANKRUPTCY last July as an individual
o Was a director of Gold Star Cruises of Galveston, L.C. which FILED
BANKRUPTCY in 1994
o Was General Partner in 1412 Broadway Associates which FILED BANKRUPTCY
in December 1995
8- 7 -
o Was General Partner in 24 East 23rd Street Association, L.P. which
FILED BANKRUPTCY in October 1994
o Was a General Partner in 14 West 23rd Street Associates which FILED
BANKRUPTCY in October 1994
o Was a General Partner in 304 Park Avenue Associates which FILED
BANKRUPTCY in November 1993
o Was a General Partner in Grammercy Twin Associates which FILED
BANKRUPTCY in August 1992
o OWNS NO STOCK OF RECORD and disclaims ownership of stock held by his
wife
JOHN H. GLASSEY
o Was Vice President of Corporate Development from April 1993 through
December 1995 of American Gaming Entertainment, Ltd., a corporation
whose subsidiary AMGAM Associates doing business in Mississippi as
Gold Shore Casino, was FORCED INTO INVOLUNTARY BANKRUPTCY by its
creditors in May 1995
o OWNS NO STOCK OF RECORD OR BENEFICIALLY
PAUL WELLS
o Was President of Gold Star Cruises of Galveston, L.C. which FILED
BANKRUPTCY in 1994
o OWNS NO STOCK OF RECORD OR BENEFICIALLY
STEPHAN A. FITCH
o OWNS NO STOCK OF RECORD
o Claimed beneficial ownership of 145,000 warrants to purchase shares of
Common Stock issued to NWCM Limited, not to him personally. THESE
WARRANTS EXPIRED ON FEBRUARY 28, 1997.
o Claims a beneficial interest in the Company through warrants to
purchase 69,500 shares of Common Stock issued to NWCM Limited, a
company which served as an underwriter for a 1994 Regulation S
offering by the Company and with which Mr. Fitch was associated. These
warrants are exercisable at $1.93 per share and EXPIRE on June 30,
1997.
o ARE THESE THE PEOPLE YOU WANT TO MANAGE YOUR COMPANY?
o HOW WILL THE COMPANY'S LENDERS REACT TO THE CATALANO SLATE WHOSE
MEMBERS HAVE BEEN INVOLVED IN 7 BANKRUPTCIES IN THE PAST 5 YEARS?
o WHAT EFFECT WILL THE CATALANO SLATE HAVE ON A HILTON AGREEMENT?
o DO THE MEMBERS OF THE CATALANO SLATE HAVE A PROVEN TRACK RECORD
OF SUCCESS?
o DO YOU WANT EUROPA CRUISES CORPORATION TO BE MANAGED BY PEOPLE
WHOSE ONLY IDENTIFIED EXPERIENCE IN THE CRUISE SHIP INDUSTRY
ENDED IN BANKRUPTCY?
o DO THE MEMBERS OF THE CATALANO SLATE HAVE PERSONAL LONG-TERM
ECONOMIC STAKES IN THE COMPANY?
o HOW MUCH COMPENSATION WILL THE CATALANO SLATE AWARD ITSELF?
o THE CATALANO SLATE CLAIMS IT WILL "EXPLORE" A VAGUE SET OF
SO-CALLED "GOALS":
DON'T YOU DESERVE A BOARD OF DIRECTORS THAT HAS BEEN OPERATING THE COMPANY FOR
MORE THAN TWO YEARS AND THUS HAS A TRACK RECORD?
o CAN THE COMPANY AFFORD TO LOSE ITS TOP FIVE OFFICERS AND
MANAGERS?
The Catalano Committee has stated its intention to invite Lester E. Bullock
and Charles Reddien to serve on the Board of Directors if the Catalano Slate is
successful. LESTER E. BULLOCK AND CHARLES REDDIEN have not consented to be
included among the Catalano Slate, and thus neither is a bona fide nominee of
the Catalano Committee. Mr. Bullock has informed the Company that if the
Catalano Slate is successful, he will refuse their planned invitation to serve
on the Board. Mr. Bullock also has advised the Company that he will not serve as
a director if there is a change in control of the Board. Mr. Reddien has not
consented to serve if asked by the
9
Catalano Committee and has refused to inform the Company whether he will do so.
Further, senior management employees of the Company, including Debra Gladstone,
Chief Financial Officer; Andrew Rufo, Director of Gaming Operations and General
Manager, Madeira Beach, Florida; Michael Reeves, General Manager, Ft. Myers
Beach, Florida; and Jim Monninger, General Manager, Miami Beach, Florida, have
informed the Company that they WILL NOT serve under a Board that does not
include Lester E. Bullock.
THE BOARD URGES YOU NOT TO VOTE FOR THE CATALANO SLATE
IF YOU EXECUTE AND RETURN THE CATALANO COMMITTEE'S BLUE PROXY CARD, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING AND RETURNING THE
COMPANY'S WHITE PROXY CARD. Remember, your latest dated proxy determines your
vote at the Annual Meeting.
PLEASE DO NOT SIGN AND RETURN ANY BLUE PROXY CARD EVEN AS A VOTE OF PROTEST
AGAINST THE CATALANO COMMITTEE. A LATER DATED BLUE PROXY CARD, EVEN IF VOTING TO
WITHHOLD AUTHORITY FOR THE CATALANO SLATE, WILL REVOKE ANY EARLIER DATED WHITE
PROXY CARD.
If you own your shares in the name of a brokerage firm bank nominee or
other institution, only they can vote your shares of Common Stock. Accordingly,
you should contact the person responsible for your account and give instructions
with respect to the voting of your shares. YOUR BROKER CANNOT VOTE YOUR SHARES
UNLESS HE OR SHE RECEIVES YOUR SPECIFIC INSTRUCTIONS.
-------------
COST OF PROXY SOLICITATION
The Catalano Committee's initiation of a proxy contest will materially
increase the Company's normal cost of proxy solicitation. Although no precise
estimate can be made at this time, the Company currently estimates that its
expenses (exclusive of litigation and amounts normally paid in the absence of a
contest and salaries paid to officers and employees) are estimated at $250,000,
of which approximately $125,000 has been incurred to date.
The Company has retained D.F. King & Co. ("King") to provide proxy
solicitation, press, investor relations and consulting services in connection
with the election of the Company's nominees to the board of directors. The
Company has agreed to pay King a fee not to exceed $125,000 and to reimburse it
for its out-of-pocket expenses. Approximately 50 persons will be used by King in
connection with its solicitation efforts. In addition, the Company's directors,
nominees, officers, and certain regular employees, without additional
remuneration, may solicit proxies by telephone, telegraph, telefax, personal
interviews and over the Internet. The persons who may solicit proxies and may,
therefore, be deemed to be participants are identified on Appendix A hereto.
OTHER MATTERS
The management is not aware of any matters not referred to in the
attached Notice of Meeting which will be presented for action at the Meeting. If
any other matters properly come before the Meeting, it is intended that the
shares represented by the proxy will be voted with respect thereto in accordance
with the judgment of the persons voting them.
SHAREHOLDER PROPOSALS FOR 19981999 ANNUAL MEETING
Proposals which shareholders intend to present at the 19981999 Annual
Meeting of Shareholders must be received by Europa Cruises Corporation no later
than February 1, 1998,March 12, 1999, to be eligible for inclusion in the proxy material for the
meeting.
By Order of the Board of Directors
Lester E. Bullock
President
10
APPENDIX A
ADDITIONAL INFORMATION
The information contained in this Appendix A is in response to the
preliminary soliciting material filed by the Catalano Committee. By reason/s/ Deborah A. Vitale
___________________________________
Deborah A. Vitale
Chairman of the solicitation by the Catalano Committee, the Company is required to furnish
certain additional information to its stockholders pursuant to rulesBoard
President and regulations under the Securities Exchange Act of 1934. The information contained
in this Appendix must be read together with the attached Proxy Statement in
determining whether to return the Company's Proxy.
The following sets forth as of March 17, 1997, certain information known to
the Company with respect to transactions in the Company's securities in the past
two years by each of the nominees, participants in the proxy contest and each of
the current directors of the Company.
NOMINEES FOR ELECTION AND PARTICIPANTS
LESTER E. BULLOCK. As set forth in the Proxy Statement, Mr. Bullock
received an option grant from the Company on April 18, 1996 for 400,000 shares
of Common Stock exercisable at $.75 per share.
DEBORAH A. VITALE. As set forth in the Proxy Statement, Ms. Vitale received
an option grant from the Company on April 18, 1996 for 800,000 shares of Common
Stock exercisable at $.75 per share.
PIERS HEDLEY. As set forth in the Proxy Statement, Mr. Hedley received an
option grant from the Company on April 18, 1996 for 250,000 shares of Common
Stock exercisable at $.75 per share. In addition, Mr. Hedley also has a
one-third beneficial interest in shares of Common Stock underlying certain
warrants issued to NWCM Limited as a result of a Regulation S offering completed
in 1994. Mr. Hedley has served as a consultant to NWCM Limited. A total of
383,500 warrants were issued to NWCM Limited. Of these, 145,000 expired on
February 28, 1997. Of the remaining 238,500 warrants issued to NWCM Limited,
69,500 are exercisable at $1.93 and expire on June 30, 1997; 139,000 are
exercisable at $1.93 and expire on June 30, 1997; and 30,000 are exercisable at
$1.80 and expire on June 30, 1997.
DEBRA GLADSTONE. Ms. Gladstone received an option grant from the Company on
April 18, 1996 for 50,000 shares of Common Stock exercisable at $.75 per share.
Ms. Gladstone was also issued 17,045 shares of Common Stock at $.88 per share,
on February 27, 1996, as deferred compensation for the period September 1995
through September 1996. The issuance price of $.88 per share reflects the
average fair market value of the shares over the period for which the
compensation was paid.
ANDREW RUFO. Mr. Rufo received an option grant from the Company on April
18, 1996 for 50,000 shares of Common Stock exercisable at $.75 per share.
MICHAEL REEVES. Mr. Reeves received an option grant from the Company on
April 18, 1996 for 50,000 shares of Common Stock exercisable at $.75 per share.
JIM MONNINGER. Mr. Monninger received an option grant from the Company on
April 18, 1996 for 50,000 shares of Common Stock exercisable at $.75 per share.
Except for the information disclosed herein or in the Proxy Statement, to
the Company's knowledge, none of the Company's nominees, the other current
directors or their associates) has any contract, arrangement or understanding
with any person with respect to the Company's securities, any future employment
with the Company or its affiliates, any future transactions to which the Company
or any of its affiliates will or may be a party, or any material interest,
direct or indirect, in any transaction which has occurred since December 31,
1995 or any proposed transaction to which the Company or any of its subsidiaries
was or is to be a party.Chief Executive Officer
- 8 -
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 Lester E.
Bullock and Deborah A. Vitale and John R.
Duber, or either of them, to vote all shares of Common Stock or S Preferred
Stock or S-NR Preferred Stock of the undersigned in Europa Cruises Corporation
with all of the powers that the undersigned would have if personally present, at
the Annual Meeting of Shareholders of Europa Cruises Corporation, to be held on
Friday, April 18, 1997July 10, 1998 at the North RedingtonThe Grand Casino Biloxi Hotel -- Bayview Tower, 280
Beach Hilton, 17120 Gulf Boulevard, North Reddington Beach, Florida 33708Biloxi, Mississippi 39530 at 9:0030 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 Proposal 1
1. To elect three Directors to hold office until the next Annual Meeting of
Shareholders.
o FOR all nominees listed below
o WITHHOLD AUTHORITY to vote for all nominees listed below
Lester E. Bullock
Deborah A. Vitale
Piers Hedleybelow.
1. TO ELECT FOUR DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING
OF SHAREHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA
JOHN R. DUBER GREGORY A. HARRISON
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)
(Continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this Proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: , 1997
----------------------------------1998
_____________________
_________________________________
Signature
----------------------------------_________________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.