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]xFiled by a Party other than the Registrant
[ ]oCheck the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
o Preliminary Proxy Statement x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under Rule 14a-12 EUROPA CRUISES CORPORATION
(Name(Name of Registrant as Specifiedin itsIn Its Charter)(Name(Name of Person(s) Filing Proxy Statement, ifOther Thanother than the Registrant)Payment of Filing Fee (Check the appropriate box):
[X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule, or Registration Statement No.: (3) Filing Party: (4) Date Filed:
| x | No fee required. |
| o | 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 transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | 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: |
EUROPA CRUISES CORPORATION
150 - 153rd
150-153rd Avenue Suite 200
202
Madeira Beach, FLFlorida 33708
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 1999
----------------
NOVEMBER 4, 2002
TO THE STOCKHOLDERS OF EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meetingAnnual Meeting of stockholders (the "Meeting"“Meeting”) of Europa Cruises Corporation, a Delaware Corporation (the "Company"“Company”), will be held on Friday, August 27, 1999Monday, November 4, 2002, at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 9:3011:00 a.m., local time, for the following purposes:
(1) To elect five directors to hold office until the next annual meeting
of stockholders and until their successors have been duly elected
and qualified.
(2) To transact such other business as may properly come before the
Meeting and any adjournments thereof.
| (1) | To elect six Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. | |
| (2) | To ratify a Board of Director’s resolution to amend the Articles of Incorporation to change the name of the Company to“Diamondhead Casino Corporation.” | |
| (3) | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
The Board of Directors has fixed the close of business on July 23, 1999September 12, 2002 as the record dateRecord Date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES PERSONALLY.
IN PERSON.
The annual report to stockholders of Europa Cruises Corporation for the year ended December 31, 19982001 is enclosed. A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours at least ten days prior to the Meeting at the principal place whereof business of the Meeting is
to be held.corporation at 150- 153rd Avenue, Suite 202, Madeira Beach, Florida 33708. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
| By Order of the Board of Directors Deborah A. Vitale, Chairman of the Board, President, Chief Executive Officer, and Treasurer |
September 26, 2002
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EUROPA CRUISES CORPORATION
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors Deborah A. Vitale
Chairman of the Board,
August 5, 1999 President and Chief Executive Officer
EUROPA CRUISES CORPORATION
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors (the "Board") of Europa Cruises Corporation (the “Company”), a Delaware corporation, (the "Company"), for useto be voted at the annual meetingAnnual Meeting of stockholders, and any adjournments thereof (the
"Meeting"),Stockholders to be held on Friday, August 27, 1999Monday, November 4, 2002, at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 9:3011:00 a.m., local time, for the purposes
set forthand at any adjournments or postponements thereof.
All expenses incurred in the foregoing Notice of Annual Meeting of Stockholders (the
"Notice").
All costs ofconnection with this solicitation of proxies will be borne by the Company. In
addition to solicitationsSolicitation may be undertaken by mail, the Company'stelephone, electronic means and personal contact by directors, officers and regular employees of the Company 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.compensation. The Company will reimburse banksbrokers, fiduciaries and brokerscustodians for their reasonable out-of-pocket expensescosts incurred in connection with the
distributionforwarding proxy materials to beneficial owners of proxy materials.
Common Stock held in their names.
Stockholders executing proxies may revoke them at any time prior to useexercise by written notice to the Secretary of the Company, by subsequently executing another proxy, or by attending the Meeting and voting in person. With respect to the election of Directors to hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified, stockholders may vote in favor of all nominees or withhold their votes as to any or all nominees. With respect to any other proposal to be voted upon, stockholders may vote in favor of the proposal, may vote against the proposal or may abstain from voting. Stockholders should specify their choices on the enclosed form of proxy. A proxy when executed and not revoked will be voted and, if it contains any specifications, it will be voted in accordance therewith. If no choice is specified, stock covered by the proxy will be voted in favorfor the election to the Board of Directors of each of the Board's nominees of the Board; for electionthe proposal to ratify a Board resolution to amend the Articles of directorsIncorporation to change the name of the Company to “Diamondhead Casino Corporation;” and, in the discretion of the proxy holder, upon such other matters as may properly come before the Meeting or any adjournments or postponements thereof.
This proxy statement,Proxy Statement, the accompanying proxy, and the Company's annual
reportCompany’s Annual Report to stockholders for the year ended December 31, 19982001 (the "Annual
Report"“Annual Report”), were first sent or given to stockholders on or about August 5, 1999.
September 26, 2002.COPIES OF THE ANNUAL REPORT ON FORM 10-KSB, NOT INCLUDING EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO THE COMPANY AT ITS EXECUTIVE OFFICES: EUROPA CRUISES CORPORATION, ATTENTION: INVESTOR RELATIONS, 150 - 153RD150-153RD AVENUE, SUITE 200,202, MADEIRA BEACH, FLORIDA 33708. EXHIBITS TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS
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UPON THE PAYMENT OF AN AMOUNT EQUAL TO THE REASONABLE EXPENSES INCURRED IN FURNISHING SUCH EXHIBITS. A complete list of stockholders entitled to vote at the Meeting shall be open to the examination of any stockholder, for any purpose germane to the Meeting, during ordinary business hours at least ten days prior to the Meeting at the principal place whereof business of the Meeting is to be held.corporation at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708. The list shall also be produced and kept at the time and place of the Meeting during the whole time thereof and may be inspected by any stockholder who is present.
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BENEFICIAL OWNERSHIP
At the close of business on July 23, 1999,September 12, 2002, the record dateRecord Date for determining the stockholders entitled to vote at the Annual Meeting, there were issued and outstanding and entitled to vote a total of 31,011,46932,645,840 shares of the Company's
common stock,Company’s Common Stock, par value $.001 per share (the "Common Stock"“Common Stock”), 926,000 shares of the Company's series "S" preferred stockCompany’s Series “S” Preferred Stock (the "S“S Preferred Stock"Stock”) and 900,000 shares of the Company's series "S-NR" preferred stockCompany’s Series “S-NR” Preferred Stock (the "S-NR“S-NR Preferred Stock"Stock”). The S Preferred Stock and the S-NR Preferred Stock are collectively referred to herein as the "Preferred Stock."“Preferred Stock”. The Common Stock and Preferred Stock (collectively referred to as the "Voting Stock"“Voting Stock”) vote as a single class, and each share of Voting Stock is entitled to one vote per share. AAccording to the Company’s Bylaws, a majority of the shares of Voting Stock represented at the Meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for purposes of the Meeting. According to the Company’s Bylaws, the vote of the holders of a majority of shares entitled to vote and represented in person or by proxy at a Meeting at which a quorum is present shall be the act of the stockholders. Votes cast by proxy or in person at the Meeting will be tabulated by the judge of elections appointed for the Meeting.
The following table sets forth, to the Company'sCompany’s knowledge, as of July 23,
1999,September 12, 2002, the Record Date, based on filings with the Securities and Exchange Commission, the beneficial ownership of the outstanding Voting Stock held by (i) each person or entity beneficially owingowning more thanthat 5% of the shares of Voting Stock, (ii) each director, nominee, and certain executive officers, individually, and (iii) all directors and executive officers as a group.
| Number of Shares | ||||||||||||||||
| Of Voting Stock | Title of | Percent | Percent | |||||||||||||
| Name and Address | Owned | Class | Of Class | Voting(1) | ||||||||||||
Holders of Five Percent or More Voting Stock: | ||||||||||||||||
| Europa Cruises Corporation | 3,420,455 | Common | 9.26 | % | 8.82 | % | ||||||||||
| Employee Stock Ownership Plan Trust Agreement (2) 150-153rd Avenue Suite 202 Madeira Beach, Florida 33708 | ||||||||||||||||
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| Serco International Limited (3) | 924,334 | Common | 2.50 | % | 7.09 | % | ||||||||||
| P.O. Box 15, A-9010 | 900,000 | S-NR Preferred | 100.00 | % | ||||||||||||
| Klagenfurt, Austria | 926,000 | S Preferred | 100.00 | % | ||||||||||||
| Austroinvest International Limited (3) | 924,334 | Common | 2.50 | % | 7.09 | % | ||||||||||
| P.O. Box 15, A-9010 | 900,000 | S-NR Preferred | 100.00 | % | ||||||||||||
| Klagenfurt, Austria | 926,000 | S Preferred | 100.00 | % | ||||||||||||
| Ernst G. Walter (3) | 924,334 | Common | 2.50 | % | 7.09 | % | ||||||||||
| 14700 Gulf Blvd., Apt.401 | 900,000 | S-NR Preferred | 100.00 | % | ||||||||||||
| Madeira Beach, Florida 33708 | 926,000 | S Preferred | 100.00 | % | ||||||||||||
| James Illius (4) | 2,942,551 | Common | 7.96 | % | 7.59 | % | ||||||||||
| 791 Francis Drive Rocky River, Ohio 44116 | ||||||||||||||||
Directors and Named Executive Officers: | ||||||||||||||||
| Deborah A. Vitale (2)(5)(9) | 5,696,075 | Common | 15.42 | % | 14.69 | % | ||||||||||
| Chairman, President, CEO, and Treasurer Chairman, President Secretary and Treasurer of Casino World, Inc. and Mississippi Gaming Corp. 1013 Princess Street Alexandria, Virginia 22314 | ||||||||||||||||
| Gregory Harrison (6) | 1,133,000 | Common | 3.07 | % | 2.92 | % | ||||||||||
| Director, Vice-President, Secretary 16209 Kimberly Grove Gaithersburg, Md 20878 | ||||||||||||||||
| Dr. Arnold Sussman, Director (7) | 929,400 | Common | 2.52 | % | 2.40 | % | ||||||||||
| 2440 M Street, N.W. Suite 203 Washington, D.C. 20037 | ||||||||||||||||
| Benjamin J. Harrell, Director | 400,000 | Common | 1.08 | % | 1.03 | % | ||||||||||
| 237 N. Peters Street Fourth Floor New Orleans, Louisiana 70130 | ||||||||||||||||
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| Frank E. Williams, Jr., Director (8) | 244,000 | Common | .66 | % | .63 | % | ||||||||||
| 2789b Hartland Road Falls Church, Virginia 22043 | ||||||||||||||||
| All Directors and Officers as a Group (7 persons) | 8,529,967 | Common | 23.08 | % | 21.00 | % | ||||||||||
NOTES TO BENEFICIAL OWNERSHIP CHART:
| (1) | Common | |
| (2) | The Europa Cruises |
| (3) | Serco International Limited and, Austroinvest International Limited are affiliated entities. The Company understands that Dr. Ernst Walter is the sole director of each company. The total beneficial ownership of securities in the Company held by the two corporations and Dr. Walter includes: 900,000 shares of Series S-NR Preferred Stock and 924,334 shares of Common Stock owned by Serco International Limited and 926,000 shares of Series S Preferred Stock owned by Austroinvest International Limited. | |
| (4) | Includes 2,473,151 shares of Common Stock owned by Mr. Illius; 17,400 shares of Common Stock owned by Mr. Illius’ wife; 16,000 shares of Common Stock owned by Mr. Illius’ son; 16,000 shares of Common Stock owned by Mr. Illius’ daughter; and 20,000 shares of Common Stock owned by the Builders’ Loft, Inc. pension fund which Mr. Illius manages; and options to purchase 400,000 shares of Common Stock. | |
| (5) | Includes 100,000 shares of Common Stock owned by Ms. Vitale; 3,420,455 shares of unallocated ESOP Shares voted as a Trustee of the ESOP; 75,620 Common Shares allocated to Ms. Vitale’s ESOP account as a plan participant and 2,100,000 options to purchase shares of Common Stock. | |
| (6) | Includes 733,000 shares of Common Stock owned by Mr. Harrison and options to purchase |
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400,000 shares of Common Stock.
| (7) | Includes 926,400 shares of Common Stock owned by Dr. Sussman and 3,000 shares of Common Stock owned by Dr. Sussman’s wife. | |
| (8) | Includes 55,000 shares of Common Stock owned by Mr. Williams; 145,000 shares of Common Stock from the Estate of Mr. Williams’ deceased father of which Mr. Williams is Executor; and 44,000 shares of Common Stock of the Williams Family Limited Partnership of which Mr. Williams is President of the general partner, the Williams Family Corporation. | |
| (9) | Casino World, Inc. and Mississippi Gaming |
ELECTION OF DIRECTORS
The Board consists of fivesix directors whose terms continue until the next annual meetingAnnual Meeting of stockholders or until his or her successor is duly elected and qualified. The Board has nominated the following fivesix persons for election at the Meeting. Unless otherwise indicated in this proxy statement, the business address of each nominee is the executive offices of the Company. Certain information concerning the nominees is set forth below. Each nominee is, at present, available for election, but if any nominee should become unavailable, the persons voting the accompanying proxy may, at their direction, vote for a substitute. The election of each director requires the vote of holders of a pluralitymajority of the outstanding Voting Stock, counted asshares entitled to vote and represented in person or by proxy at a single class, present and votingMeeting at the Meeting. which a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
Name Age Title
- ---- --- -----
| Name | Age | Title | ||||||
| Deborah A. Vitale | 52 | Chairman of the Board President, Chief Executive | ||||||
| Officer, and Treasurer | ||||||||
| Gregory A. Harrison | 58 | Director, Vice-President, Secretary | ||||||
| Frank E. Williams, Jr. | 68 | Director | ||||||
| Benjamin J. Harrell | 49 | Director | ||||||
| Dr. Arnold Sussman | 66 | Director | ||||||
| H. Steve Norton | 68 | Director | ||||||
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DIRECTORS
DEBORAH A. Vitale 49VITALE has served as President, Chief Executive Officer and Treasurer of the Company since February 1998 and has served as Chairman of the Board President, Chief
Executive Officer, Secretary and Treasurer
John R. Duber 43 Director, Vice-President, Assistant
Secretary and Director of Investor Relations
Gregory A. Harrison 54 Director
Paul J. DeMattia 39 Director
James Illius 49 Director
DIRECTORS
DEBORAH A. VITALE, was elected Chairman of the Board inCompany since March 1995 and was
appointed1995. Ms. Vitale served as Secretary of the Company infrom November 1994.1994 until July 2002. She has been a Director of the Company since December 1992. On February 14, 1997, Ms. Vitale was appointed Chairman of the Board of Directors of Casino World, Inc. and Chairman of the Board of Directors of Mississippi Gaming Corporation.Corporation, each a subsidiary of the Company. On September 2, 1997, Ms. Vitale was appointed President of Casino World, Inc. and Mississippi Gaming Corporation. On February 20, 1998, Ms. Vitale was appointed President and Chief
Executive Officer of Europa Cruises Corporation. Ms. Vitale is a trial attorney by background, with over twenty years of experience handling complex civil litigation
andlitigation. Ms. Vitale is licensed to practice law in Maryland, Virginia and Washington, D.C. From
September 1992 through 1997, Ms. Vitale practiced law as a solo practitioner.
Ms. Vitale was a partnerprincipal in the firm of Miller & Vitale, P.C. from November 1990 to September 1992. From 1986 to 1990, Ms. Vitale was Of Counsel to the firm of Jacobi & Miller in Alexandria, Virginia. Ms. Vitale has, in the past, served as
a staff attorney at the Federal Communications Commission and had served as
Listing Official for the Environmental Protection Agency.
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JOHN R. DUBER, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company as its Director
of Investor Relations. Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998. Since 1992, Mr. Duber has worked as a
consultant in the trucking industry. Mr. Duber received his Bachelor of Science
Degree from John Carroll University in 1977.
GREGORY A. HARRISON, Ph.D., P.E., was named aselected a Director of the Company on February 20, 1998. Mr.Dr. Harrison was appointed Vice-President of the Company on July 18, 2002 and was appointed Secretary of the Company on July 25, 2002. Dr. Harrison is a consulting forensic engineer with over twenty-eightthirty-five years of diversified safetyfire protection/safety/project engineering experience with NASA, DOD, NBS, NRC, ARAMCO, and Tenera, L.P. Mr.Dr. Harrison has qualified as an expert witness in various courts in eightten states. Mr.Dr. Harrison received a B.S. degree in Fire Protection Engineering from the University of Maryland in 1966;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.Ph. D. in Safety Engineering from Kennedy-Western University in 1994. Mr.Dr. Harrison holdshas held a top secret security clearance with the U.S. Department of Energy. Mr.Energy, the U.S Nuclear Regulatory Commission, and the Department of Defense. Dr. Harrison has served on the Board of Directors of Data Measurement Corporation and First Patriot National Bank and is a currentwas an Advisory Board member of United Bank and First Patriot National Bank.
PAUL J. DEMATTIA,
FRANK E. WILLIAMS, JR. was named aselected a Director of the Company on February 20, 1998.July 3, 2002. Since 1969, Mr. DeMattia attended the West Side Institute of Technology from 1979 to 1983.
Mr. DeMattia is the founder of DeMattia Cartage, Incorporated, andWilliams has served as PresidentChairman of thatthe Board of Williams Enterprises of Georgia, Inc., a holding company controlling six subsidiaries active in various facets of the steel industry. Since 1995, Mr. Williams has also served as Chairman, CEO, and a fifty percent owner of Williams & Beasley Co. of Dallas, Texas, an erector of steel products in the southwestern United States and Chairman and a major shareholder of Wilfab, Inc., a structural steel fabricator located in Cherokee County, Georgia. Mr. Williams is the Managing Partner and principal owner of Structural Steel Products, LLC of Richmond, Virginia, a manufacturer of prestressed concrete building systems for customers in the mid-Atlantic region and of Industrial Alloy Fabricators, LLC of Richmond, a fabricator of alloy plate products for the pulp and chemical industries operating in various segments of the steel construction industry. Mr. Williams continues to serve on the Board of Williams Industries, Inc., a public company (NASDAQ), which owns and operates various trucks and trailers
for specialized delivery service, since 1983. Mr. DeMattia isfive subsidiaries active in the recipientsteel industry including Williams Bridge Co., one of the W.W. Grainger, Inc. Outstanding Service Awardlargest fabricators of steel plate for 1992-1993.
JAMES ILLIUS,bridge structures in the mid-Atlantic region. The
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company was namedfounded by Mr. Williams, who served as its President, CEO, and Chairman through 1994. Mr. Williams is a former Chairman and Director of Capital Bank, NA. Mr. Williams has been appointed by bankruptcy courts as an official representative serving in a pro bono capacity on behalf of investors and debt holders in public companies in bankruptcy. Mr. Williams holds a Bachelor of Civil Engineering degree from the Georgia Institute of Technology.
BENJAMIN J. HARRELL was elected a Director of the Company on May 20,July 18, 2002. Mr. Harrell was the founder and served as President and CEO of Pete Fountain Productions, Inc. from 1979 until it was acquired in 1999 by Production Group International, Inc., a global event communications company. Mr. Harrell currently manages the acquiring company’s business in the New Orleans area. Mr. Harrell also currently serves as Vice President of Pete Fountain Entertainment, LLC, which runs one of the largest jazz clubs in New Orleans. Since 1975, Mr. Harrell has served as personal manager for the internationally noted jazz artist, Pete Fountain. Mr. Harrell handles all aspects of Mr. Fountain’s career, including promotion, concerts, personal appearances and commercial endorsements. Since 1985, Mr. Harrell has also served as President of Cresent Sound & Light, Inc, a professional sound, lighting, video and staging company for the convention and entertainment industry. Mr. Harrell served as a Director of the New Orleans Metropolitan Convention and Visitors Bureau from 1997 through 1999. Mr. Illius
has been
DR. ARNOLD SUSSMAN was elected a stockholderDirector of the Company since Juneon July 25, 2002. Since 2001, Dr. Sussman has served as President of 1994MillenniumScan, LLC in Washington D.C. which uses state-of-the-art technology in multi-slice, full body CT scanners to detect potentially curable diseases. For approximately five years prior thereto, Dr. Sussman was involved in private investment activities. Prior thereto, Dr. Sussman practiced podiatry for approximately thirty- three years. Dr. Sussman is a former President and founder of the American Society of Podiatric Laser Medicine and Surgery. Dr. Sussman was a fellow of the American College of Ambulatory Foot Surgery and is the largest
holder of Common Stocka graduate of the Company.Illinois College of Podiatry Medicine. Dr. Sussman is currently a Director of the Montgomery County Humane Society.
H. STEVEN NORTON was elected a Director of the Company on August 6, 2002. Since 1998, Mr. IlliusNorton has been involvedserved as President and CEO of Norton Management, Inc., a consulting company in Alton, Illinois and Las Vegas, Nevada. Mr. Norton also currently serves as a Director of Centaur, Inc., a private company which owns an equity interest in Indiana Race Track, Anderson, Indiana and has an indirect investment in California Indian Casino, Indianapolis, Indiana. Mr. Norton is also a Director of Colorado Casino Resorts, Inc., Cripple Creek, Colorado and North East Resorts, Inc., a private company pursuing gaming in the buildingstate of Massachusetts.
From 1993 to 1998, Mr. Norton served as President and construction industry for approximately thirty years.Chief Operating Officer of Argosy Gaming Corporation, a public company and operator of riverboat casinos. Mr. Illius isNorton also previously served as President and Chief Operating Officer of the Sands Hotel & Casino in Las Vegas, Nevada; as President and Chief Executive Officer of the Gold River Gambling Hall & Resort in Laughlin, Nevada; as Executive Vice-President of Resorts International, Inc. and Resorts International Casino Hotel in Atlantic City, New Jersey, and as Vice-President, Treasurer and Comptroller of Paradise Island, Ltd/Paradise Island Casino.
8
Mr. Norton has also previously served as a founder and presidenta Director of Builders' Loft, Inc.,the American Gaming Association; as a wholesale building
supplier, which employs elevenfounder, a Director and Vice-Chairman of the New Jersey Casino Association; as Chairman of the Indiana Gaming Association; as a Director and Vice-President of the Missouri Gaming Association; as a Director of the Illinois River Boat Association and as Chairman of the Casino Commission of the American Hotel Association. Mr. Norton has salesalso served on the Board of approximately five million
dollars annually. Mr. Illius isDirectors and Executive Committee of the American Hotel Association; as Chairman of the Board and President of the New Jersey Hotel Motel Association; as Director and Vice-President of the Bahamas Hotel Association; as Chairman of the Bahamas Hotel Employers Association; as Director and Treasurer of the Bahamas Employers Confederation; as a stock market investorBoard Member of the Nevada Hotel Motel Association; as Chairman of the Atlantic City Convention & Visitors Bureau; as Chairman of the Nassau Paradise Island Promotion Board; and manages Builders'
Loft, Inc.'s pension fund. Mr. Illius also investsas a member of the Advisory Board of the Governors Office of Travel and Tourism in and develops commercial
real estate.
New Jersey.
KEY PERSONNEL
ROBERT ZIMMERMAN was appointed Chief Financial Officer of the Company on July 27, 1998. From May of 1994 until joining Europa,the Company, Mr. Zimmerman served as Controller for the North and Central American operations of Casinos Austria International, Ltd. From 1980 through 1993, Mr. Zimmerman served as Vice-President of Finance for the Industrial Controls subsidiary of Emerson Electric Company. Prior to 1980, Mr. Zimmerman was employed with the public accounting firm of Fiddler and Co. for seven years.
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MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors held sixteen (16)nine (9) meetings during the year ended December 31, 1998.2001. Each Director attended at least 75% of the total number of Board meetings during the period for which he or she was a Director. The Board diddoes not have a compensation or nominating committee during the year ended December 31, 1998.committee. The Board formed ancurrently serves as the audit committee on February 20, 1998, consisting of Paul
DeMattia and Gregory Harrison, both of whom are outside Directors, and Deborah
A. Vitale and John R. Duber, both of whom are Directors and officers offor the Company. The audit committee, which convenes at each meeting of the Board, has authority with respect to the financial audit and reporting functions of the Company, including the review of internal accounting procedures and the review and oversight of the Company'sCompany’s independent accountants. The audit committee has no written charter. Management of the Company has the primary responsibility for the financial statements and the reporting process, including systems of internal control. The Company’s independent auditors are responsible for performing an independent audit of the Company’s consolidated statements in accordance with generally accepted auditing standards and issuing a report thereon.
The audit committee has reviewed and discussed the audited financial statements with management; has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standard (SAS) No. 61, as may be modified or supplemented; has received the written disclosures and the letter from Friedman, Alpren & Green, LLP, its independent accountants, required by Independence Standards Board Standard No. 1, as may be modified or supplemented; has discussed
9
with the independent accountant the independent accountant’s independence; and, based on the foregoing review and discussions, has included its audited financial statements in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2001. The person performing the equivalent function of the audit committee for the year ended December 31, 2001 was Deborah A. Vitale.
Fees for services rendered to the Company by Friedman, Alpren & Green, LLP for the year ended 2001 were as follows:
| $34,571 | Audit of Financial Statements | |
| 0 | Financial Information System Design and Implementation Fees | |
| 5,000 | Audit or Benefit Plan | |
| 9,000 | Quarterly Review Services | |
| 0 | All Other Fees | |
| $48,571 | Total Fees |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The following table sets forth certain information regarding compliance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, during
the year ended December 31, 1998. This informationlisted below is based on a review of reports and other information furnished to the Company by its directors and officers (collectively, the "Reporting Persons"“Reporting Persons”).
TRANSACTIONS
THAT WERE NOT KNOWN FAILURE
REPORTED ON A TO FILE A
LATE REPORTS TIMELY BASIS REQUIRED FORM
REPORTING PERSON (#) (#) (#)
- ---------------- ------------ ------------- -------------
Deborah A. Vitale (1) 3 3 3
John R. Duber (2) 2 1 2
Gregory A. Harrison (3) 1 0 1
Paul J. DeMattia (4) 2 1 2
James Illius (5) 3 2 3
Robert Zimmerman (6) 1 0 1
- ---------------
(1) Ms. Vitale was granted an option for 750,000 shares of Common Stock on
April 3, 1998, which should have been reported on a Form 5 by February 14,
1999. Ms. Vitale made an indirect purchase as a result of a loan to the
Company convertible into shares of Common Stock in October 1998 (the
"Vitale Loan") which should have been reported on a Form 4 by November 10,
1998. Ms. Vitale made an indirect sale as a result of a partial repayment
of the Vitale Loan in November 1998 which should have been reported on a
Form 4 by December 10, 1998.
-7-
(2) Mr. Duber became a Director of the Company on February 18, 1998, and his
holdings in the Company should have been reported on a Form 3 by February
28, 1998. Mr. Duber was granted an option for 100,000 shares of Common
Stock on March 24, 1998, which should have been reported on a Form 5 by
February 14, 1999.
(3) Mr. Harrison became a Director of the Company on February 20, 1998, and
his holdings in the Company should have been reported on a Form 3 by March
2, 1998.
(4) Mr. DeMattia became a Director of the Company on February 20, 1998, and
his holdings in the Company should have been reported on a Form 3 by March
2, 1998. Mr. DeMattia was granted an option for 50,000 shares of Common
Stock on March 24, 1998, which should have been reported on a Form 5 by
February 14, 1999.
(5) Mr. Illius became a Director of the Company on May 20, 1999, and his
holdings in the Company should have been reported on a Form 3 by May 30,
1999. Mr. Illius made an indirect purchase as a result of a loan to the
Company convertible into shares of Common Stock on November 26, 1998 and
December 2, 1998 (the "Illius Loan") each of which should have been
reported on a separate Form 4 by December 10, 1998, and January 10, 1999,
respectively.
(6) Mr. Zimmerman's employment by the Company began on July 27, 1998, and his
holdings in the Company should have been reported on a Form 3 by August 6,
1998.
The Reporting Persons will file the above reports in the next few weeks. To the Company'sCompany’s knowledge, during the year ended December 31, 2001, all other Reporting Persons complied with all applicable Section 16(a) filing requirements.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of certain executive officers of the Company and its wholly ownedwholly-owned subsidiaries, Casino World, Inc., and Mississippi Gaming Corporation. No other person serving as an executive officer on December 31, 1998,2001, received cash compensation in excess of $100,000 during any of the last three fiscal years.
-8-
SUMMARY COMPENSATION TABLE
| Annual Compensation | Long Term Compensation | |||||||||||||||||||||||||||||||
| Awards | Payouts | |||||||||||||||||||||||||||||||
| Name and Principal | Other Annual | Restricted | LTIP | All Other | ||||||||||||||||||||||||||||
| Occupation | Year | Salary | Bonus | Compensation | Stock Awards | Options | Payouts | Compensation | ||||||||||||||||||||||||
| Deborah A. Vitale President and CEO | 2001 | $ | 125,000 | None | (1 | ) | None | 900,000 | (2) | None | (3 | ) | ||||||||||||||||||||
| 2000 | $ | 125,000 | (4) | None | None | None | 450,000 | (5) | None | (3 | ) | |||||||||||||||||||||
| 1999 | $ | 125,000 | None | None | None | None | None | (3 | ) | |||||||||||||||||||||||
| (1) | Ms. Vitale received $14,424 in 2001 in lieu of vacation for three years.. | |
| (2) | On March 27, 2001, Ms. Vitale was awarded 100,000 options to purchase common stock |
10
| exercisable at $ .50 per share for services rendered as a Director. On April 11, 2001, Ms. Vitale was awarded 800,000 options to purchase common stock exercisable at $ .50 per share. On April 18, 2001, 800,000 option to purchase common stock exercisable at $ .75 per share expired. | ||
| (3) | In 2000, Ms. Vitale became 20% vested in 19,941 shares of Common Stock | |
| (4) | Ms. Vitale was paid $38,461 of her 2000 compensation in 2001. | |
| (5) | On July 25, 2000, Ms. Vitale was granted options to purchase 450,000 shares of Common Stock exercisable at $.50 per share for services rendered as a Director and |
DIRECTORS’ COMPENSATION
In September 1997, the Company ceased paying cash compensation to its non-employee Directors. The Company has, from time to time, compensated its non-employee Directors by granting options to them. (See “Options”) Directors are reimbursed for certain approved expenses and expenses incurred in connection with attendance at non-telephonic Board meetings and non-telephonic committee meetings.
-9-
OPTION GRANTS IN LAST FISCAL YEAR
2001
During the year ended December 31, 1998,2001, a total of 1,413,500 options to purchase 960,000shares of the Company’s common stock were awarded to Directors, Officers and a key employee of the Company. During the same period, 800,000 options to purchase shares of the Company’s common stock expired.
On March 27, 2001, Mr. Duber, a former Director and Vice-President of the Company, was awarded 100,000 options exercisable at $ .50 per share for services rendered as a Director. On March 27, 2001, Mr. DeMattia, a former Director, was awarded 100,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Mr. Illius, a former Director, was awarded 150,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Mr. Harrison, a Director, was awarded 100,000 options exercisable at $.50 per share for services rendered as a Director. On March 27, 2001, Ms. Vitale, a Director, was awarded 100,000 options exercisable at $ .50 per share for services rendered as a Director. On April 10, 2001, the Board of Directors awarded 800,000 options exercisable at $.50 per share to Deborah A. Vitale, President, CEO, Secretary and Treasurer. On April 18, 2001, 800,000 options to purchase common stock, which were previously awarded to Deborah A. Vitale, expired. On July 23, 2001, the Board of Directors awarded 63,500 options to purchase common stock at $.63 to a key employee.
11
During the year ended 2001, no options were exercised by any Officers or Directors of the Company.
OPTION GRANTS IN 2002
On March 4, 2002, 106,000 options exercisable at $0.90 per share, were awarded to a key employee of the Company. To date, during 2002, no options have been exercised by any Officer or Director of the Company.
OPTIONS OUTSTANDING
The following table summarizes all outstanding exercisable options granted to current and former Directors of the Company.
| AMOUNT | GRANT | EXPIRY | ||||||||||||||
| GRANTEE | GRANTED | DATE | PRICE | DATE | ||||||||||||
| Deborah A. Vitale | 750,000 | 4/03/98 | $ | 1.00 | 4/03/03 | |||||||||||
| Chairman, CEO, President | 450,000 | 10/24/00 | .50 | 10/24/05 | ||||||||||||
| and Treasurer | 100,000 | 3/27/01 | .50 | 3/24/06 | ||||||||||||
| 800,000 | 4/11/01 | .50 | 4/11/06 | |||||||||||||
| Gregory A. Harrison | 50,000 | 3/24/98 | $ | 1.00 | 3/24/03 | |||||||||||
| Director, Secretary | 250,000 | 10/24/00 | .50 | 10/24/05 | ||||||||||||
| and Vice President | 100,000 | 3/27/01 | .50 | 3/27/06 | ||||||||||||
| John R. Duber | 100,000 | 3/24/98 | $ | 1.00 | 3/24/03 | |||||||||||
| Former Director | 250,000 | 10/24/00 | .50 | 10/24/05 | ||||||||||||
| 100,000 | 3/27/01 | .50 | 3/24/06 | |||||||||||||
| James C. Illius | 250,000 | 10/24/00 | .50 | 10/24/05 | ||||||||||||
| Former Director | 150,000 | 3/27/01 | .50 | 3/27/06 | ||||||||||||
| Paul J. DeMattia | 50,000 | 3/24/98 | $ | 1.00 | 3/24/03 | |||||||||||
| Former Director | 250,000 | 10/24/00 | .50 | 10/24/05 | ||||||||||||
| 100,000 | 3/27/01 | .50 | 3/27/06 | |||||||||||||
CERTAIN TRANSACTIONS
On August 18, 1994, the Company established the Europa Cruises Corporation Employee Stock Ownership Plan (the “ESOP”). The 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 Trustee of this trust is Deborah A. Vitale. As of December 31, 2001, there were 3,420,455 unallocated ESOP shares and 1,579,545 ESOP shares had been released and allocated to participants in the ESOP. The participants in the ESOP are entitled to direct the Trustee as to the manner in which the Company’s allocated shares are
12
voted. Unallocated shares are voted by the Trustee. The Trustee is required to vote the unallocated ESOP shares in the best interests of ESOP beneficiaries.
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 $3,180,000 to the ESOP in exchange for a ten year promissory note bearing interest at eight percent per annum. On August 26, 1994, the ESOP purchased an additional 2,120,000 shares of the Company’s Common Stock with the proceeds of the loan. The shares of Common Stock were granted to directors, executive officers and other
employees of the Company. The following table provides information as to grants
of stock options made during the year ended December 31, 1998, and held by the
following directors and executive officers. No stock appreciation rights with
respectpledged to the sharesCompany as security for the loans. The promissory notes will be repaid with the proceeds of Common Stock were outstanding at such date.
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/
UNDER-LYING SARs GRANTED TO
OPTIONS/ EMPLOYEES IN EXERCISE OR
SARs GRANTED YEAR ENDED BASE PRICE EXPIRATION
NAME (#) 12/31/98 ($/Sh) DATE
- ---- ------------ ---------------- ----------- ----------
Deborah A. Vitale 750,000 78.13% $1.00 April 3, 2003
John R. Duber 100,000 10.42% $1.00 March 24, 2003
Gregory Harrison 50,000 5.21% $1.00 March 24, 2003
Paul DeMattia 50,000 5.21% $1.00 March 24, 2003
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows the number of shares of Common Stock
beneficially owned by certain executive officers of the Company and outstanding
as of the year ended December 31, 1998. None of the following options are
"incentive stock options" within the meaning of Section 422A of the Internal
Revenue Code of 1986. No options were exercised by these executive officers
during the year ended December 31, 1998.
-10-
Number of Securities Underlying Value of Unexercised In-The-
Unexercised Options at Year-End Money Options at Year-End(2)
------------------------------- ----------------------------
Shares of
Common
Stock Value
Acquired On Realized
Exercise (1) Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
Deborah A. Vitale $0 $0 1,650,000 $0 $0 $0
John Duber $0 $0 100,000 $0 $0 $0
Lester E. Bullock(3) $0 $0 550,000 $0 $0 $0
Peirs Hedley $0 $0 250,000 $0 $0 $0
Debra L. Gladstone $0 $0 50,000 $0 $0 $0
Charles H. Reddien $0 $0 300,000 $0 $0 $0
Gregory Harrison $0 $0 50,000 $0 $0 $0
Paul DeMattia $0 $0 50,000 $0 $0 $0
- ----------
(1) The "Value Realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares of Common
Stock on the date of exercise over the exercise price). However, because
the officer may keep the shares of Common Stock acquired upon the exercise
of options or sell them at a different price, this amount does not
necessarily reflect cash realized upon the sale of those shares of Common
Stock.
(2) "In-the-Money Options" are options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock at the end
of the last fiscal year exceeded the exercise price of the options.
(3) On March 3, 1998, the Company entered into an agreement with Mr. Bullock
to cancel his options to purchase 500,000 shares Common Stock for $75,000
or $0.15 per share.
CERTAIN TRANSACTIONS
In the year ended December 31, 1998, the Company borrowed a total of
$584,211 to be usedannual contributions made by the Company for working capital purposes. Deborah Vitale,to the President and Chief Executive OfficerESOP. In April of 1995, the Company agreed to extend the maturity of the Company, loanedloans to twenty years. Effective for the Plan year beginning January 1, 2001, the Company an
aggregateamended the plan and related loans for the purpose of $284,211limiting excise tax liability for plan contributions in October 1998 (the "Vitale Loan"). James Illius, a
Directorexcess of IRS Code 415 limitations. To accomplish this, the Company agreed to extend the maturity of the Company, loaned the Company $300,000, half of which was borrowed
by the Company on November 26, 1998, and the other half of which was borrowed on
December 2, 1998 (the "Illius Loan"). The Vitale Loan and the Illius Loan
(collectively, the "Loans") are unsecured, non-interest bearing demand loans convertible into shares of Common Stock. The Vitale Loan is convertible into
shares of Common Stock at $0.45 per share, and the Illius Loan is convertible
into shares of Common Stock at $0.30 per share. On the date of the Vitale Loan,
the trading price in the over the counter market for the Company's shares
-11-
of Common Stock was $0.50 per share. For the Illius Loan, the trading price in
the over the counter market for the Company's shares of Common Stock was $0.34
per share on November 26, 1998, and $0.33 per share on December 2, 1998. In July
1999, Mr. Illius received 1,000,000 shares of Common Stock in total repayment of
the Illius Loan. In November 1998, Ms. Vitale received $67,911 in cash in
partial repayment of the Vitale Loan, with $216,300 unpaid and outstanding.
to fifty years.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP, currently serves as the Company's
independent auditors. BDO Seidman,Friedman, Alpren & Green, LLP has served as the Company’s independent auditorsauditor for the Company since 1990,fiscal years ending December 31, 2000 and representativesDecember 31, 2001. Members of thatthe firm of Friedman, Alpren & Green, LLP are not expected to be present at the Annual Meeting and, shall have an opportunityaccordingly, will not be available to make a statement if they
desire to do so and toor respond to appropriate questions.
ITEM 2
TO RATIFY A RESOLUTION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
The Board of Directors has approved a resolution to amend the Articles of Incorporation of the Company to change the name of the Company from “Europa Cruises Corporation” to“Diamondhead Casino Corporation.” The Board believes that the name “Europa Cruises Corporation” suggests that the Company may be engaged in the operation of cruise ships overseas and leads to incorrect assumptions about the business of the Company. Inasmuch as the future business of the Company is expected to focus on the development of land owned by the Company in Diamondhead, Mississippi, the Board believes that amending the Articles of Incorporation to change the name of the Company to “Diamondhead Casino Corporation” would be beneficial to and in the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS AND ENCOURAGES YOU TO VOTE “FOR” THE PROPOSAL TO RATIFY A RESOLUTION TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
13
OTHER MATTERS
The management is
Management of the Company does not awareknow of any matters notthat may properly come before the meeting other than those referred to in the attachedaccompanying Notice which will be presented for action at the Meeting.of Annual Meeting of Stockholders. If any other matters properly come before the Meeting, it is intended that the shares of Voting Stock represented by the proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL2003 MEETING
Any proposal of
If a stockholder intends to be presentedpresent a proposal for action at the Company's annual
meeting2003 Annual Meeting and wishes to have such proposal considered for inclusion in the Company’s proxy materials in reliance on Rule 14a-8 under the Securities Exchange Act of stockholders in 2000, including1934, the nomination of persons to serve on
the Board,proposal must be received not later than April 5, 2000 to be included in the
proxy materials for that meeting. Any proposal of a stockholder to be presented
at the Company's annual meeting of stockholders in 2000 which has not been
included in the Company's proxy materials must be received not later than June
19, 2000 to be considered timely. Stockholders submitting proposals should
submit themsubmitted in writing and direct them toreceived by the Company's secretarySecretary of the Company at the Company'sCompany’s principal executive offices via certified mail, return receipt
requested,at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708, not less than 120 calendar days before the date of the Company’s Proxy Statement released to ensure timely delivery.shareholders in connection with the previous year’s annual meeting. All such proposals must meet the rules and requirements of the Securities and Exchange Commission relating to stockholder proposals. No stockholdersstockholder proposals were received with respect to the Meeting scheduled for August 27, 1999.
By Order of the Board of Directors
Deborah A. Vitale
Chairman of the Board
August 5, 1999 President and Chief Executive Officer
-12-
| By Order of the Board of Directors Deborah A. Vitale Chairman of the Board President, Chief Executive Officer and Treasurer |
September 26, 2002
14
EUROPA CRUISES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS. DIRECTORS
The undersigned, revoking any priorall previous proxies or consents, hereby appoints as his or her proxies, Deborah A. Vitale and Gregory A. Harrison, or either of them, with full power of substitution and revocation, 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 (collectively, the "Voting Stock"“Voting Stock”) of the undersigned in Europa Cruises Corporation with all of the powers that the undersigned would have if personally present at the annual meetingAnnual Meeting of stockholders of Europa Cruises Corporation to be held on Friday, August 27, 1999Monday, November 4, 2002, at Beau Rivage, 875
Beach Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 9:3011:00 a.m., local time, and at any and all adjournments or postponements thereof, upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxies are directed to take the actions specifiedvote or refrain from voting as indicated and, otherwise, in item 2 below.
The Board of Directors recommends a vote FOR the nominees listed below.their discretion.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
ITEM 1. TO ELECT FIVESIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ]
| o | FOR ALL NOMINEES LISTED BELOW | o | WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW |
| DEBORAH A. VITALE | GREGORY A. HARRISON | FRANK E. WILLIAMS, JR. | ||
| BENJAMIN J. HARRELL | ARNOLD J. SUSSMAN | H. STEVEN NORTON |
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below:
----------------------------------------------ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
(continuedTO RATIFY A RESOLUTION OF THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
| FOR | o | AGAINST | o | ABSTAIN | o |
(continued and to be signed and dated on reverse side)
-13-
(continued
(continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as your name appears below. When shares of Voting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign inthe full corporate name by President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person.
DATED:______________ 1999
--------------------------------
Signature
--------------------------------
Signature, If Held Jointly
| DATED: | , 2002 | ||||||||
| SIGNATURE(S) OF STOCKHOLDER(S) | |||||||||
| TITLE: | |||||||||
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
EUROPA CRUISES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS. DIRECTORS
The undersigned, revoking any priorall previous proxies or consents, hereby appoints as his or her TrusteesTrustee of the Employee Stock Ownership Plan Trust Agreement ("ESOP"(“ESOP”), Deborah A. Vitale, with full power of substitution and revocation, Deborah A. Vitale and John R. Duber,
or either of them, to vote all Common Stock of the undersigned in Europa Cruises Corporation allocated to his or her ESOP account
(the "ESOP Stock") of the undersigned in Europa Cruises Corporation with all of the powers that the undersigned would have if personally present at the annual
meetingAnnual Meeting of stockholders of Europa Cruises Corporation to be held on Friday,
August 27, 1999Monday, November 4, 2002, at Beau Rivage, 875 Beach Boulevard, Biloxi, Mississippi 39530the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 9:3011:00 a.m., local time, and at any and all adjournments or postponements thereof, upon the matters described in the accompanying Proxy Statement and upon any other business that may properly come before the Meeting or any adjournment or postponement thereof. Said proxy is directed to take the
actions specifiedvote or refrain from voting as indicated and, otherwise, in item 2 below.
The Board of Directors recommends a vote FOR the nominees listed below.her discretion.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY’S BOARD OF DIRECTORS “FOR” ALL NOMINEES IN ITEM 1 AND “FOR” ITEM 2.
ITEM 1. TO ELECT FIVESIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ]
| o | FOR ALL NOMINEES LISTED BELOW | o | WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW |
| DEBORAH A. VITALE | GREGORY A. HARRISON | FRANK E. WILLIAMS, JR. | ||
| BENJAMIN J. HARRELL | ARNOLD J. SUSSMAN | H. STEVEN NORTON |
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below:
----------------------------------------------ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
(continuedTO RATIFY A RESOLUTION OF THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO “DIAMONDHEAD CASINO CORPORATION.”
| FOR | o | AGAINST | o | ABSTAIN | o |
(continued and to be signed and dated on reverse side)
(continued
(continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as your name appears below. When shares of ESOPVoting Stock are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign inthe full corporate name by President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person.
DATED:______________ 1999
--------------------------------
Signature
--------------------------------
Signature, If Held Jointly
| DATED: | , 2002 | ||||||||
| SIGNATURE(S) OF STOCKHOLDER(S) | |||||||||
| TITLE: | |||||||||
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
ENVELOPE.