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 Section 240.14a-11(c) or Section 240.14a-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, if other than the Registrant)Payment of Filing Fee (Check the appropriate box):
(X) No fee required ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ( ) Fee paid previously with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule, or Registration Statement No.: 3) Filing Party: 4) Date Filed: - 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: (4) Date filed: - 2 -
| 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 SHAREHOLDERS
STOCKHOLDERS
TO BE HELD ON JULY 10, 1998
----------------
NOVEMBER 4, 2002
TO THE SHAREHOLDERSSTOCKHOLDERS OF EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholdersstockholders (the “Meeting”) of Europa Cruises Corporation, a Delaware Corporation (the "Company"“Company”), will be held on July 10, 1998Monday, November 4, 2002, at The
Grand Casino Biloxithe Hilton Hotel, - Bayview Tower, 280 Beach Boulevard, Biloxi,
Mississippi 395301767 King Street, Alexandria, Virginia 22314 at 9:3011:00 a.m., local time, for the following purposes:
(1) To elect four 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.
| (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 June 5, 1998September 12, 2002 as the record dateRecord Date for the determination of shareholdersstockholders 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 ablepostponements 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 IN PERSON.
The annual report to attend personally. Therefore, we ask you to complete, date, sign and
mail the enclosed proxy card promptly.
The Annual Report to Shareholdersstockholders of Europa Cruises Corporation for the year ended December 31, 19972001 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 of business of the 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 /s/ Deborah A. Vitale
_____________________________________
Deborah A. Vitale
Chairman of the Board,
President and 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"“Company”) for use, a Delaware corporation, to be voted at the Annual Meeting of Shareholders, and any adjournments thereof,Stockholders to be held on July 10, 1998Monday, November 4, 2002, at The
Grand Casino Biloxithe Hilton Hotel, - Bayview Tower, 280 Beach Boulevard, Biloxi,
Mississippi 395301767 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 Shareholders (the "Meeting").
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 material.
ShareholdersCommon 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, sharesstock 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 such meetingthe Meeting or any adjournments or postponements thereof.
This Proxy Statement, the accompanying proxy, and the accompanying Proxy are being mailedCompany’s Annual Report to shareholdersstockholders for the year ended December 31, 2001 (the “Annual Report”), were first sent or given to stockholders on or about June 12, 1998.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, 150-153RD AVENUE, SUITE 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 copycomplete 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 of business of the Annual Report for 1997 is
enclosed herewith.
The address of the Company's executive offices is 150 153rdcorporation at 150-153rd Avenue, Suite 200,202, Madeira Beach, Florida 33708. SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERS
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.
BENEFICIAL OWNERSHIP
At the close of business on June 5, 1998,September 12, 2002, the record dateRecord Date for determining the shareholdersstockholders entitled to vote at the annual meeting,Annual Meeting, there were issued and outstanding and entitled to vote a total of 27,345,34932,645,840 shares of the Company'sCompany’s Common Stock, par value $.001 per share (the "Common Stock"“Common Stock”), 926,000 shares of the Company'sCompany’s Series "S"“S” Preferred Stock (the "S“S Preferred Stock"Stock”) and 900,000 shares of the Company'sCompany’s Series "S-NR"“S-NR” Preferred Stock (the "NR“S-NR Preferred Stock"Stock”). The S Preferred Stock and the NRS-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”) vote as a single class, and each share of Voting Stock is entitled to one vote per share. TheAccording to the Company’s Bylaws, a majority of the shares of stockVoting Stock represented at the Meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purposepurposes 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.
Based upon
The following table sets forth, to the Company’s knowledge, as of September 12, 2002, the Record Date, based on 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 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) 1,440,334 Common 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) 1,440,334 Common 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) 1,440,334 Common 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) 4,250,000 Common 15.54% 14.09%
Employee Stock Ownership Plan
Trust Agreement
150 153rd Avenue East
Madeira Beach, Florida 33708
Deborah A. Vitale, Esquire (3)(4)(5) 6,003,500 Common 21.95% 19.91%
1013 Princess Street
Alexandria, VA 22314
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) 1,440,334 Common 5.27% 10.83%
14700 Gulf Blvd., Apt.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, 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.
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The following table sets forth as of June 5, 1998, the beneficial ownership of the outstanding votingVoting Stock held by (i) each person or entity beneficially owning more that 5% of the shares of the Company by directors,
nominees,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 Stock, S-NR Preferred and S Preferred shares have been combined for the purpose of calculating voting percentages. Unless otherwise stated in the notes below, all references to options are to options exercisable currently and within 60 days of September 12, 2002. | |
| (2) | The Europa Cruises Corporation Employee Stock Ownership Plan Trust Agreement (“ESOP”) was established on August 18, 1994 with 5,000,000 shares of common stock. The Trustee of the ESOP is Deborah A. Vitale, | |
| (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 has fixed the numberconsists of six directors at four. The term of each
director elected will bewhose terms continue until the next Annual Meeting of Shareholdersstockholders or until his or her successor is duly elected and qualified. The Board has nominated the following six 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 Common Stockshares entitled to vote and Preferred Stock, counted asrepresented in person or by proxy at a single class, present and votingMeeting at the Meeting.
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The Board has nominated the following four persons for election at the Meeting.
Unless otherwise indicated in this proxy statement, the business address of each
nomineewhich a quorum is the executive offices of the Company. Certain information concerning
the nominees is set forth below.
present.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
| Name | Age | Title | ||||||
| Deborah A. Vitale | 52 | Chairman of the Board President, Chief Executive | ||||||
| Officer, | ||||||||
| 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 was elected has served as President, Chief Executive Officer and Treasurer of the Company since February 1998 and has served as Chairman of the Board of Directors inthe Company 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 nineteenover twenty years of experience handling complex civil litigation andlitigation. Ms. Vitale is licensed to practice law in Maryland, Virginia and Washington, D.C. 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.
JOHN R. DUBER,
GREGORY A. HARRISON, Ph.D., P.E., 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,Dr. Harrison was named as a Directorappointed Vice-President of the Company on February 20,
1998. Mr.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.
FRANK E. WILLIAMS, JR. was elected a Director of the Company on July 3, 2002. Since 1969, Mr. Williams has served as Chairman of the 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 five subsidiaries active in the steel industry including Williams Bridge Co., one of the largest fabricators of steel plate for bridge structures in the mid-Atlantic region. The
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company was founded 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 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.
DR. ARNOLD SUSSMAN was elected a Director of the Company on July 25, 2002. Since 2001, Dr. Sussman has served as President of MillenniumScan, 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 a graduate of the 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. Norton has served 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 state of Massachusetts.
From 1993 to 1998, Mr. Norton served as President and Chief Operating Officer of Argosy Gaming Corporation, a public company and operator of riverboat casinos. Mr. Norton 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.
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Mr. Norton has also previously served as a founder and a Director of the American Gaming Association; as a founder, 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 also served on the Board of Directors 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 Board 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 as a member of the Advisory Board of the Governors Office of Travel and Tourism in New Jersey.
KEY PERSONNEL
ROBERT ZIMMERMAN was appointed Chief Financial Officer of the Company on July 27, 1998. From May of 1994 until joining 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.
MEETINGS AND COMMITTEES OF THE BOARD
The Board as then comprised,of Directors held sevennine (9) meetings during the fiscal year ended December 31, 1997, of which each director2001. Each Director attended at least 75% of the total number of Board meetings during the period for which he or she was a director.Director. The Board diddoes not have a compensation audit or nominating committee during the
- 4 -
fiscal year ended December 31, 1997.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,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
Based solely upon its
The information listed below is based on a review of Forms 3, 4reports and 5 and any amendments
theretoother information furnished to the Company pursuant toby its directors and officers (collectively, the “Reporting Persons”). To the Company’s knowledge, during the year ended December 31, 2001, all Reporting Persons complied with all applicable 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 1997.
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, 1997,2001, received cash compensation in excess of $100,000 during any of the last three fiscal years.
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 | |
| (2) | On March 27, 2001, Ms. Vitale was awarded 100,000 options to purchase common stock |
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| exercisable at $ .50 per share for services rendered as a Director. On April 11, 2001, Ms. Vitale was awarded 800,000 | ||
| (3) | In 2000, Ms. Vitale became 20% vested in 19,941 shares of | |
| (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 President of Europa and its subsidiaries. |
DIRECTORS’ COMPENSATION
In September 1997, 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 grantedCompany 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 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
No stock options were granted to the executive officers and directors during the
year ended December 31, 1997.
AGGREGATE OPTION EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows stock options exercised by certain executive officers
during the fiscal year ended December 31, 1997. In addition, this table includes
the number of shares covered by both exercisable and non-exercisable stock
options as of December 31, 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
ACQUIRED REALIZED OPTIONS AT YEAR-END AT YEAR-END(2)
ON EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ---------- --------------------------- ----------- -------------
Lester E. Bullock None None 550,000 None $0 -
Piers Hedley None None 250,000 None $0 -
Deborah A. Vitale None None 1,000,000 None $0 -
Debra L. Gladstone None None 50,000 None $0 -
Charles H. Reddien None None 300,000 None $0 -
(1) The "Value Realized" reflects the appreciation on the date of exercise
(based on the excess of the fair market value of the shares on the date
of exercise over the exercise price). However, because the officer may
keep the shares acquired upon the exercise of options or sell them at a
different price, this amount does not necessarily reflect cash realized
upon the sale of those shares.
(2) "In-the-Money Options" are options outstanding at the end of the last
fiscal year for which the fair market value of the Common Stock at the
end of the last fiscal year ($.6875 per share) exceeded the exercise
price of the options.
DIRECTORS COMPENSATION
From January 1, 1995 through August 1997, Directors were paid $1,500 per month
for serving as Directors of the Company.them. (See “Options”) Directors are reimbursed for certain approved expenses incurred in connection with Company 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,
OPTION GRANTS IN 2001
During the year ended December 31, 2001, a total of 1,413,500 options to purchase shares 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 400,000 stock100,000 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 $.75$ .50 per share for services rendered as a Director. In 1996, Deborah A. Vitale,On March 27, 2001, Mr. DeMattia, a former Director, was awarded 800,000100,000 options exercisable at $.75$.50 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's27, 2001, Mr. Illius, a 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 50,000150,000 options exercisable at $1.00$.50 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.)Director. 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,27, 2001, Mr. Harrison, 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 $1.00$.50 per share for services rendered as Director and
President of Europa and its subsidiaries, provided she remaineda Director. On March 27, 2001, Ms. Vitale, a Director, was awarded 100,000 options exercisable at $ .50 per share for six months fromservices rendered as a Director. On April 10, 2001, 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 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 unless unableDirectors of the Company.
OPTION GRANTS IN 2002
On March 4, 2002, 106,000 options exercisable at $0.90 per share, were awarded to serve duea 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 death or by reasoncurrent and former Directors of physical or mental
incapacity.)
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"“ESOP”). ThisThe 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 TrusteesTrustee of this trust areis Deborah A. Vitale
and John R. Duber.Vitale. As of June 5, 1998, 750,000December 31, 2001, there were 3,420,455 unallocated ESOP shares of Common Stock haveand 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 Trustees.Trustee. The Trustees areTrustee is required to vote the unallocated ESOP shares in the best interests of the 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'sCompany’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'sCompany’s Common Stock with the proceeds of the loan. The shares of Common stockStock 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,
1997,Effective for the Plan year beginning January 1, 2001, the Company paid $6,925,000amended the plan and related loans for the purpose of limiting excise tax liability for plan contributions in excess of IRS Code 415 limitations. To accomplish this, the Company agreed to extend the ESOP which was usedmaturity of the loans to repay principal
and interest on the promissory notes.
fifty years.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Boardfirm of Directors has selected BDO Seidman, LLP, as the Company's
auditors for the current fiscal year ending December 31, 1997. 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.
- 7 -
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 of Annual Meeting which will be presented for action at the 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.
SHAREHOLDER
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL2003 MEETING
Proposals which shareholders intend
If a stockholder intends to present a proposal for action at the 19992003 Annual Meeting of Shareholders must be received by Europa Cruises Corporation no later
than March 12, 1999,and wishes to be eligiblehave such proposal considered for inclusion in the Company’s proxy material formaterials in reliance on Rule 14a-8 under the meeting.
By OrderSecurities Exchange Act of 1934, the proposal must be submitted in writing and received by the Secretary of the Board of Directors
/s/ Deborah A. Vitale
___________________________________
Deborah A. Vitale
ChairmanCompany at the Company’s principal executive offices at 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708, not less than 120 calendar days before the date of the Board
PresidentCompany’s Proxy Statement released to shareholders in connection with the previous year’s annual meeting. All such proposals must meet the rules and Chief Executive Officer
- 8 -
| 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 of the Board of Directors
THIS PROXY IS SOLICITED BY THE BOARD OF 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”) 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 Shareholdersstockholders of Europa Cruises Corporation to be held on Friday, July 10, 1998Monday, November 4, 2002, at The Grand Casino Biloxithe Hilton Hotel, -- Bayview Tower, 280
Beach Boulevard, Biloxi, Mississippi 395301767 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 FOURSIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF SHAREHOLDERS.
STOCKHOLDERS.
| 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 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 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 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: , 1998
_____________________
_________________________________
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.
EUROPA CRUISES CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all previous proxies or consents, hereby appoints his or her Trustee of the Employee Stock Ownership Plan Trust Agreement (“ESOP”), Deborah A. Vitale, with full power of substitution and revocation, to vote all Common Stock of the undersigned in Europa Cruises Corporation allocated to his or her ESOP account with all of the powers that the undersigned would have if personally present at the Annual Meeting of stockholders of Europa Cruises Corporation to be held on Monday, November 4, 2002, at the Hilton Hotel, 1767 King Street, Alexandria, Virginia 22314 at 11:00 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 vote or refrain from voting as indicated and, otherwise, in 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 SIX DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS.
| 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 ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE’S NAME ON THE LINE BELOW:
ITEM 2. TO 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 from previous side)
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 the full corporate name by President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person.
| DATED: | , 2002 | ||||||||
| SIGNATURE(S) OF STOCKHOLDER(S) | |||||||||
| TITLE: | |||||||||
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.