1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-25990
INTRAV, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1323155
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7711 Bonhomme, St. Louis, Missouri 63105
(Address of principal executive offices)
(314) 727-0500
Registrant's telephone number, including area code
Securities registered pursuant of Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Common Stock, par value $.01 per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non affiliates of the
registrant as of February 28, 1997 was approximatley $11.3 million. The
amount shown is based on the closing price of $8.75 per share of Common Stock
on the NASDAQ Stock Market on February 28, 1997.
As of February 28, 1997, there were 5,151,600 shares of the registrants
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV of this Form 10-K incorporate by reference certain
information from the registrant's 1996 Annual Report to Shareholders. Part
III of this Form 10-K incorporates by reference certain information from the
registrant's Proxy Statement for its Annual Meeting of Shareholders to be
held on May 21, 1997.
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PART I
Item 1. BUSINESS
Intrav, Inc. ("INTRAV") is a leading designer, organizer, marketer and
operator of deluxe, escorted, international travel programs. It's programs
are designed to appeal to higher income individuals desiring first-class
travel experiences. In 1996, INTRAV offered and operated 48 travel programs
covering 194 departures, with average revenue per traveler of $5,388. These
programs included tours ranging from an eight day adventure in the Southern
Caribbean, sold for $1,748 per person, to the 24-day "Around the World by
Supersonic Concorde" tour, sold for $50,800 per person. The 1996 program
offerings included itineraries traveling to Africa, Asia, Europe, Australia,
and North and South America. Since 1959, nearly 400,000 travelers have
participated in the INTRAV's travel programs.
The packaged tour and travel industry is comprised primarily of wholesalers
which package a product and retailers which sell the packaged product.
Unlike travel agencies, which generate commission income by retailing travel
products packaged by third party wholesalers, INTRAV has adopted a structure
in which it operates both as a wholesaler and a retailer of its own products,
and its business is not dependent upon commissions from selling products.
This structure allows the INTRAV to maintain control over the supply of, and
access to the demand for, its product. Consequently, the INTRAV believes
that trends in the travel industry towards ticketless airline travel and the
reduction in commissions paid to travel agents by airlines and others have
not had a material adverse effect on the INTRAV's operations. Furthermore,
because of the it's involvement from the development of each program through
its execution, the INTRAV has been able to respond effectively to changes in
traveler demand, adjust travel itineraries as international conditions may
warrant, and successfully estimate the traveler demand for its programs. The
INTRAV believes that the variety of its travel programs, its experienced
management and its wholesale/retail operating structure, distinguish the
INTRAV from other travel and tour companies.
INTRAV markets substantially all of its programs via direct mail through
sponsoring "affinity groups," or directly to the traveler. In 1996,
travelers from approximately 220 associations, such as alumni organizations,
traveled on INTRAV programs. 75% of the travelers in 1996 traveled with an
affinity group. INTRAV maintains detailed traveler information in its
proprietary database, WISDM, a customized software application designed to
facilitate targeted marketing, customer service, program design and
profitability analysis. Data on every customer traveling with INTRAV is
maintained within the database.
Acquisition of Clipper Cruise Line
On December 31, 1996, INTRAV acquired all the outstanding common stock of
Clipper Cruise Line, Inc. ("CCL"), Clipper Adventure Cruises, Inc. ("CAC"),
Republic Cruise Line, Inc. ("RCL"), and Liberty Cruise Line ("LCL") unless
otherwise indicated, such companies are referred to herein as "Clipper".
CCL and CAC are leading designers, organizers, marketers, and operators of
deluxe, escorted, domestic and international cruises and tours. The
companies market substantially all of their programs via direct mail through
sponsoring affinity groups, or directly to the traveler. CCL charters cruise
ships exclusively from its affiliated ship owning companies, RCL and LCL.
Clipper designs and operates unique cruise programs aboard its two ships, the
138-passenger Yorktown Clipper and the 100-passenger Nantucket Clipper. Similar
to INTRAV, the programs are designed to appeal to higher income individuals
desiring first-class travel experiences.
In 1997, Clipper is offering 24 programs, ranging in length from six to 15
days, encompassing destinations along the coastal waterways of North America
and the Caribbean. These programs are being offered from $1,150 to $5,700
per traveler.
As used herein, the term "Company" refers to both Intrav, Inc. and Clipper.
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Company Background
Throughout its history, INTRAV has been a leader in creating unique tours for
travelers. From inception until 1967, INTRAV operated a regional group tour
business. INTRAV was a pioneer in the field of comprehensive international
air charter leisure holidays, launching a back-to-back (multiple charters of
the same tour) charter series of nine Boeing 707 flights to Tokyo and Hong
Kong in 1967. After the successful operation to the Orient, INTRAV expanded
the concept of back-to-back air charter operations to South America, Africa,
the South Pacific, Scandinavia, and Europe.
In 1971, INTRAV introduced its "air/sea cruise" travel concept. All
inclusive travel package tours were developed, offering a combination of
round trip charter flights plus a two week cruise in the Mediterranean Sea.
In 1977, INTRAV again expanded the concept of back-to-back charter operations
when it operated a series of five Boeing 707 back-to-back charter flights
around the world.
With deregulation of the airline industry in the late 1970's, INTRAV
converted all of its travel programs to scheduled air carriers utilizing its
strength in itinerary planning, customer base, strong financial condition,
and high service reputation. INTRAV also adopted and further developed the
"river cruise" concept. These programs included cruising on the inland
waterways of Europe, Russia, and China, including the Danube River/Black Sea
Cruise operated since 1979.
In 1987, INTRAV developed the first "Around the World by Supersonic Concorde"
travel program. For this program, customers are flown on a chartered
supersonic Concorde jet to various attractive locations while
circumnavigating the globe. Since 1987, INTRAV has operated 20 of these
tours, and is again offering two departures of this travel opportunity in
1997. INTRAV continues to develop new concepts in leisure travel, and in
1997 is offering 25-day tours to the South Pacific and Around the World
aboard an all first-class privately chartered jet aircraft.
Business Strategy
The Company, including Clipper, operates its business as follows:
IDENTIFICATION OF CUSTOMER BASE. INTRAV's sales force operates
nationally and in Canada to solicit sponsorship of the Company's
travel programs by professional associations and "affinity" groups.
Regional Vice President of Sales and other personnel, have the
responsibility of managing the sales to a group of existing client
associations and affinity groups and of soliciting business from
targeted new groups. Working with a Director or Assistant Director
of an association or affinity group, the Regional Vice Presidents of
Sales analyze the demographics of an association's or affinity
group's membership to selecting the INTRAV travel programs most
appropriate for that association or affinity group and to determine
the members to whom an offering will be mailed. Each of the Regional
Vice Presidents of Sales are compensated based on territory
profitability, with a higher commission paid on sales to associations
or affinity groups sponsoring INTRAV programs for the first time.
The Company attempts to increase its direct marketing efforts by
expanding and increasing the utilization of its database. The
Company evaluates marketing arrangements with groups and
organizations outside of its traditional affinity groups, such as
other direct marketing organizations.
The Company also uses its internal database of past and prospective
travelers to reach new potential customers. INTRAV maintains
detailed traveler information in its proprietary database, WISDM, a
customized software application designed to facilitate targeted
marketing, customer service, program design and profitability
analysis. Data on every customer traveling with INTRAV is maintained
within the database. In addition, with a client association's
permission, the Company contacts past travelers through its marketing
services department to secure referrals of individuals who may also
be interested in traveling on deluxe international travel programs.
This referral system results in a high quality mailing list of
potential new customers to which the Company markets its travel
programs.
DEVELOPMENT OF TRAVEL PROGRAMS. The Company believes that new
markets are opening for the travel industry. The widespread fall of
Communism, the increasing number of democracies throughout the world,
and the development of infrastructures in underdeveloped lands are
lowering barriers and providing more opportunities for international
travel. To service these new markets, the Company intends to
continue developing and offering travel programs not available from
other travel providers.
INTRAV designs, organizes and executes each of its travel programs,
although to varying degrees it may purchase certain components of a
program from another travel provider. The Company's travel planners
and operations personnel select and design each travel program, make
all of the travel and accommodation arrangements from the point of
departure and arrange for exclusive parties, sightseeing
opportunities and other special events. During the program design
process, the Company may charter ships or aircraft and commit to
purchase large blocks of hotel
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rooms and other accommodations. The Company believes its ability to make
"bulk" purchases and commitments, as well as its established industry
position, results in suppliers providing the best available rates for
these services and allows the Company to provide its customers with travel
programs with good value and competitive prices.
CUSTOMER SERVICE. A high level of customer satisfaction is critical
to the Company's business, and at least one-third of the travelers
from 1993 through 1996 were repeat customers. The Company's
operations department is responsible for implementing its quality
control program. The Company inspects each hotel at which customers
will be staying, as well as the ship or other means of transportation
being utilized on each program. An INTRAV travel director
accompanies each tour throughout its duration to provide customer
service and attempting to ensure that quality is maintained. At each
destination, the Company hires local hosts and the best available
professional guides. In certain geographic areas the Company employs
destination managers to assist with service and quality control as
needed. Travel arrangements are also monitored by a team of
experienced travel planners under the supervision of senior
management.
At the conclusion of each travel program the Company distributes
questionnaires to its travelers to solicit their input on the quality
of the program and responds to concerns identified. The Company has
experienced a response rate of over 90% of questionnaires
distributed, which the Company believes is important in order to
respond to traveler needs. Results of responses to the
questionnaires show that on average travelers rate their INTRAV
travel tour experience between "good" and "excellent."
Travel Programs
The Company attempts to develop exclusive travel programs not available from
other travel providers. In order to achieve its goal of offering exclusive
programs, INTRAV coordinates three elements in planning its travel programs:
choosing unique and attractive destinations; planning the day-to-day
itinerary; and determining which travel components will be included in the
travel program. The Company's program planning personnel stay current with
consumer demand trends in the travel industry by researching trade journals,
travel brochures, consumer publications, attending trade shows, consulting
with overseas suppliers, responding to sponsoring associations and by
reviewing the responses to the questionnaires distributed by the Company at
the conclusion of each travel program. As destinations are selected,
INTRAV's program planning personnel work closely with local experts to
develop the itinerary for the specific destination. INTRAV oversees all
aspects of ground operations, including the inspection of ships, trains,
hotels and other services. Based on industry standards, location, value,
availability, past customer ratings and other relevant criteria, the Company
negotiates with suppliers, including commercial airlines and other commercial
carriers, and then selects hotels, ships, trains, aircraft and other
components of its travel programs. Once a travel program has been developed,
INTRAV personnel systematically visit each proposed destination to ensure
that all accommodations and services meet the Company's standards for an
INTRAV travel program. The Clipper operation offers unique exploration
cruises which can not be provided by large cruise ships.
Marketing and Sales
The Company's travel programs are targeted to upper-income travelers.
Substantially all of the Company's marketing is done through direct mail
solicitation of these travelers. In 1996 the Company distributed
approximately 25 million copies of four color sales brochures and catalogs.
The Company's primary sales channel is through "affinity" groups such as
medical, university alumni, dental, legal, banking, museum, fraternal and
private club groups. Affinity groups sponsor INTRAV travel programs and
offer trips to their members. The groups do not guarantee a minimum level of
participation on the part of their members, nor do they assume the costs of
marketing travel programs to their members. INTRAV also maintains a database
of the names of approximately 180,000 past and prospective customers to which
it directly markets its travel programs.
Although some of the Company's mailings are handled through a sponsoring
association or affinity group, the majority of the Company's mailings are
done through a third party mailing facility. The Company's proprietary
software, and software licensed from third parties, allows the Company to
avoid duplication of addresses and to standardize addresses according to
postal requirements to obtain savings on mailing costs. By barcoding the
mailings and complying with other postal regulations, the Company believes,
based upon surveys it performs, that it has been able to achieve a high
delivery rate on low cost 3rd class bulk mailings.
Marketing materials are generally mailed nine to fifteen months in advance of
a scheduled departure date. Travelers generally book their INTRAV travel
programs six to twelve months in advance of the scheduled departure date.
Final payment for the program is generally due 70 days in advance of the
scheduled departure date. This process allows the Company to monitor closely
the booking patterns of each program and successfully estimate the traveler
demand for its programs. Concurrently, the Company reviews the
accommodation/service commitments it has made with each supplier to ensure
they are adequate.
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Periodically, adjustments are made to the allotments which allows the Company's
suppliers to maximize the utilization of their resources. As a result, the
Company is able to negotiate generally favorable prices and cancellation
provisions for the space it reserves. Cancellation penalties can include
payment of 100% of the full charter price if the charter is canceled within 150
days of the scheduled departure.
Competition
The travel industry is highly competitive. The Company believes that the
principal competitive factors are (i) the uniqueness of the travel programs
offered, (ii) the quality of the travel programs offered, and (iii) customer
service. Although its competition is highly fragmented, the Company
recognizes four direct competitors that compete with INTRAV in the affinity
group travel market. INTRAV's programs also compete against a wide range of
vacation alternatives, including cruises, destination resorts and other
travel programs. Certain companies which engage in the travel business, but
which are not necessarily the direct competitors of the Company, have greater
financial, marketing and sales resources than the Company. There can be no
assurance that INTRAV's present competitors or competitors that choose to
enter the marketplace in the future will not exert significant competitive
pressures on INTRAV.
The Company competes with travel agencies in the marketing and sale of travel
products to prospective travelers. However, unlike travel agencies, which
generate commission income by retailing travel products packaged by third
party wholesalers, INTRAV has adopted a structure in which it operates both
as a wholesaler and a retailer of its own products. This structure allows
the Company to maintain control over the supply of, and access to the demand
for its product.
Seasonality
Demand for INTRAV's travel programs is subject to seasonal fluctuations.
Higher activity generally is experienced in the summer, early fall, and
winter months. Demand is typically lower during April, May, November and
December due to decreased international travel during these periods. Clipper
offers various cruises throughout the year with scheduled maintenance
occurring in the fourth quarter, resulting in reduced operations.
Government Regulation
The Company's operations are affected by laws and regulations relating to
public charters, principally regulations issued by the United States
Department of Transportation. Among other requirements, such regulations
require the Company to file and receive approval of a charter prospectus and
other materials prior to the Company's selling or offering to sell travel
programs which utilize chartered aircraft originating or terminating in the
United States. Such regulations also require the Company to maintain
financial protection for traveler advance payments for Company operated
charters originating or terminating in the United States. The Company has
established escrow arrangements to comply with the regulations. Under the
arrangements, monies received from travelers are held in escrow accounts
until the travel program has been completed. Management believes that the
Company is in material compliance with these laws and regulations and does
not believe that future compliance with such laws and regulations will have a
material adverse impact on the Company's financial condition or results of
operations.
U.S. law requires CCL and CAC to maintain financial protection for passenger
advance payments for Company-operated cruises embarking in U.S. ports.
Clipper has established escrow arrangements to comply with the law and has
voluntarily extended the escrow protection to all advance passenger payments
for Clipper cruises. Under the arrangements, monies received from passengers
for cruises are held in escrow accounts until the respective cruises have
been completed.
Both the Nantucket Clipper and Yorktown Clipper are classified +A1 Passenger
Vessels+AMS by the American Bureau of Shipping. They are certified for
coastwise and international service by the United States Coast Guard. They
carry Passenger Ship Safety Certificates issued under the provisions of the
International convention for the Safety of Life at Sea (SOLAS), as well as
Certificates of Sanitary Construction issued by the FDA.
Employees
As of February 28, 1997, the Company, including Clipper Cruise Line, had
approximately 300 employees. None of the Company's employees is represented
by a labor union. Management believes that its employee relations are good.
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Item 2. PROPERTIES
The headquarters and principal operations of INTRAV and Clipper are located
in St. Louis, Missouri, where the Company leases from Windsor Management
Corporation, as agent for Windsor Real Estate Inc., approximately 36,400
square feet of office space under three leases, each expiring December 31,
2001. Each lease provides an option to renew, at the Company's discretion,
for an additional five year period. Amounts paid in 1996 totaled $499,000.
The leases provide for annual rentals totaling $664,000 in 1997, subject to
certain adjustments for taxes, insurance, operating expenses and utilities.
Management believes that the Company's facilities are adequate for its
current needs and that suitable additional space would be available as
required.
Item 3. LEGAL PROCEEDINGS
The Company currently is not a party to any pending legal proceedings, other
than ordinary routine litigation incidental to its business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders during the
fourth quarter of its fiscal year ended December 31, 1996.
Executive Officers of the Registrant
Information regarding executive officers is contained in Item 10 Part III of
this Report (General Instruction G) and is incorporated herein by reference.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by this Item is set forth under the caption "General
and Corporate Information" of the Company's 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information required by this item is set forth under the caption
"Five-Year Financial Summary" of the Company's 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is set forth under the caption
"Management's Discussion and Analysis" of the Company's 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in the Company's 1996
Annual Report to Shareholders and is incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is set forth under the headings" Election
of Directors-Information Concerning Director Nominees" of the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders and is incorporated
herein by reference. The following information with respect to the executive
officers of the Company on February 28, 1997, is included pusuant to
Instruction 3 of Item 401 (b) of Regulation S-K.
MANAGEMENT
Executive Officers
The following table sets forth certain information regarding the Company's
executive officers, including their respective ages.
NAME AGE POSITION
Paul H. Duynhouwer 62 President and Chief Executive Officer and Director
Michael A. DiRaimondo 39 Senior Vice President and Chief Financial Officer
Richard L. Burkemper 48 Senior Vice President, Sales/Marketing
Brenda J. Stehle 51 Senior Vice President, Operations
PAUL H. DUYNHOUWER became President, Chief Executive Officer, and a Director
of INTRAV in January 1997. He has served as President of Clipper Cruise
Line since 1989 and will retain this position in addition to his
responsibilities at INTRAV. Prior to joining Clipper as Vice President of
Marketing and Sales in 1992, Mr. Duynhouwer held executive positions at
Holland-America in New York, Creative World Travel and Royal Cruise Line in
San Francisco and Costa Line in New York.
MICHAEL A. DIRAIMONDO has served as Senior Vice President and Chief
Financial Officer since March 1995. Mr. DiRaimondo's primary responsibility
as Senior Vice President and Chief Financial Officer is to coordinate and
supervise the provision of information and administrative support to INTRAV
personnel, to improve service to travelers and to maximize use of Company
resources. Mr. DiRaimondo served as Controller of the Company from June
1987 to May 1990, as Vice President, Finance from May 1990 to June 1993, and
as Senior Vice President, Finance and Administration from June 1993 to March
1995. Mr. DiRaimondo joined the Company in April 1985 as Accounting
Manager. Prior to joining the Company, Mr. DiRaimondo was employed by Ernst
& Young (formerly Ernst & Whinney) for approximately six years, where his
last position was Audit Manager.
RICHARD L. BURKEMPER has served as Senior Vice President, Sales/Marketing
since March 1985. Mr. Burkemper's primary responsibility as Senior Vice
President, Sales/Marketing is to coordinate and supervise the sales and
promotion of the Company's travel programs. Mr. Burkemper joined the
Company in June 1983 as a Regional Vice President of Sales, was promoted to
Vice President, Marketing in July 1984 and served in that capacity until his
appointment as Senior Vice President, Sales/Marketing. Prior to joining the
Company, Mr. Burkemper was employed by Creative Data Services and served as
its Vice President, Marketing from August 1978 to June 1983.
BRENDA J. STEHLE has served as Senior Vice President, Operations since
April 1990. Ms. Stehle's primary responsibility as Senior Vice President,
Operations is to supervise and direct the design, development and operation
of the Company's travel programs. Ms. Stehle served as Vice President,
Transportation of the Company from October 1980 to April 1990. Ms. Stehle
joined the Company in October 1979 as Director, Transportation, was promoted
to Vice President, Transportation in October 1980 and served in that capacity
until her appointment as Senior Vice President, Operations. Prior to joining
the Company, Ms. Stehle was employed by Maritz Travel Company for
approximately ten years, where her last position was as Director,
Transportation, and by Delta Airlines for approximately four years.
Item 11. EXECUTIVE COMPENSATION
The information contained in the Proxy Statement for the 1997 Annual Meeting
of Shareholders under the caption "Executive Compensation" except for the
information contained in the sub-captions "Compensation Committee Report on
Executive Compensation" and "Stock Price Performance Graph" is incorporated
herein by reference.
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth under the heading,
"Holdings of Principal Shareholders and Management," of the Company's Proxy
Statement for the 1997 Annual Meeting of Shareholders and is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth under the heading,
"Compensation Committee Interlock and Insider Participation," of the
Company's Proxy Statement for the 1997 Annual Meeting of Shareholders and is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON 8-K
The following is an index of the financial statements, schedules and exhibits
including this Report or incorporated herein by reference.
(a) 1. Financial Statements: Page
----
Consolidated Balance Sheets -- December 31, 1996 and December 31, 1995 <F*>
Consolidated Statements of Income -- For the years 1996, 1995 and 1994 <F*>
Consolidated Statements of Cash Flows -- For the years 1996, 1995 and 1994 <F*>
Consolidated Statements of Shareholders' Equity -- For the years 1996, 1995 and 1994 <F*>
Notes to Consolidated Financial Statements <F*>
<FN>
<F*> Incorporated in this Report by reference to the Company's 1996 Annual Report to Shareholders.
2. Financial Statement Schedules:
Schedule II-Valuation and Qualifying Accounts for the Year ended
December 31, 1996
Schedules not included have been omitted because they are not
applicable or because the required information is included in the
consolidated financial statements or notes thereto.
3. Exhibits -- see the following Exhibit Index of this report.
The following exhibits listed in the Exhibit Index are filed with
this report:
13 Annual Report to Shareholders for the Fiscal Year Ended
December 31, 1996
21 Subsidiaries of the registrant
23 Consent of Deloitte & Touche LLP
(b) Reports on Form 8-K during the quarter ended December 31, 1996
The Company filed a Form 8-K, dated November 13, 1996, announcing
the Company's intention to acquire Clipper Cruise Line.
9
(c) Exhibits -- see the exhibits attached hereto:
Management Contracts and Compensatory Plans -- the following
exhibits listed in the Exhibit Index are listed below pursuant to
item 14(a)-3 of Form 10-K.
Employment Agreement by and between Intrav, Inc. and Larry R.
Nolan
Employment Agreement by and between Intrav, Inc. and Richard L.
Burkemper
Employment Agreement by and between Intrav, Inc. and Brenda J.
Stehle
Employment Agreement by and between Intrav, Inc. and Michael A.
DiRaimondo
Intrav, Inc. 1995 Incentive Stock Plan
Form of Option Agreement for Awards uner 1995 Stock Plan
Deferred Compensation Agreement between Clipper Cruise Line and
Paul H. Duynhouwer
10
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INTRAV, Inc.
Date March 28 , 1997 By: /s/ Paul H. Duynhouwer
------ ----------------------------------------------
Paul H. Duynhouwer
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barney A. Ebsworth, Paul H. Duynhouwer and
Michael A. DiRaimondo, and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments to this report on
Form 10-K for the fiscal year ended December 31, 1996, and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 28th day of March, 1997, by the following
persons on behalf of the registrant and in the capacities indicated.
SIGNATURE TITLE
/s/ Paul H. Duynhouwer President, Chief Executive
- -------------------------------- Officer and Director
Paul H. Duynhouwer (Principal Executive
Officer)
/s/ Michael A. DiRaimondo Senior Vice President and
- -------------------------------- Chief Financial Officer
Michael A. DiRaimondo (Principal Financial and
Accounting Officer)
/s/ Barney A. Ebsworth Chairman of the Board
- --------------------------------
Barney A. Ebsworth
/s/ William H.T. Bush Director
- --------------------------------
William H.T. Bush
/s/ Frederic V. Malek Director
- --------------------------------
Frederic V. Malek
/s/ John B. Biggs, Jr. Director
- --------------------------------
John B. Biggs, Jr.
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit
Number Description
- ------- -----------
3(i) Restated Articles of Incorporation of Intrav, Inc. (Incorporated by reference to Exhibit 3(i) of
the Company's Form S-1 Registration Statement No. 33-90444)
3(ii) Amended and Restated Bylaws of Intrav, Inc., as amended (Incorporated by reference to Exhibit 3(ii)
of the Company's Form 10-K for the year ended December 31, 1995)
4 Revolving Credit Agreement dated December 31, 1996, between the Registrant and Boatmen's National
Bank of St. Louis (Incorporated by reference to Exhibit 4 to the Registrant's Form 8-K dated
January 14, 1996)
9 Omitted -- Inapplicable
10(i) Agreement for Purchase and Sale of Stock by and among Intrav, Inc., Clipper Cruise Line, Inc.,
Republic Cruise Line, Inc., Liberty Cruise Line, Inc., Clipper Adventure Cruises, Inc. and Windsor,
Inc. dated November 13, 1996, as amended by that certain First Amendment, dated December 18, 1996
(Incorporated by reference to Exhibit 10 to the Registrant's Form 8-K dated January 14, 1996)
10(ii)(D)(1) Lease between Windsor Management Corporation, as agent for Windsor Real Estate, Inc., and Intrav,
Inc. dated June 25, 1993 (Incorporated by reference to Exhibit 10(ii)(D)(1) of the Company's
Form S-1 Registration Statement No. 33-90444)
10(ii)(D)(2) Lease between Windsor Management Corporation, as agent for Windsor Real Estate Inc., and Windsor,
Inc. dated June 23, 1993; assigned to Intrav, Inc. by assignment dated March 17, 1995 between
Windsor, Inc. and Intrav, Inc. (Incorporated by reference to Exhibit 10(ii)(D)(2) of the Company's
Form S-1 Registration Statement No. 33-90444)
10(iii)(A)(1) Employment Agreement by and between Intrav, Inc. and Larry R. Nolan (Incorporated by reference to
Exhibit 10(iii)(A)(1) of the Company's Form S-1 Registration Statement No. 33-90444)
10(iii)(A)(2) Employment Agreement by and between Intrav, Inc. and Richard L. Burkemper (Incorporated by
reference to Exhibit 10(iii)(A)(2) of the Company's Form S-1 Registration Statement No. 33-90444)
10(iii)(A)(3) Employment Agreement by and between Intrav, Inc. and Brenda J. Stehle (Incorporated by reference to
Exhibit 10(iii)(A)(3) of the Company's Form S-1 Registration Statement No. 33-90444)
10(iii)(A)(4) Employment Agreement by and between Intrav, Inc. and Michael A. DiRaimondo (Incorporated by
reference to Exhibit 10(iii)(A)(4) of the Company's Form S-1 Registration Statement No. 33-90444)
12
Exhibit
Number Description
- ------- -----------
10(iii)(A)(5) Intrav, Inc. 1995 Incentive Stock Plan (Incorporated by reference to Exhibit 10(iii)(A)(5) of
Amendment No. 1 to the Company's Form S-1 Registration Statement No. 33-90444)
10(iii)(A)(6) Form of Option Agreement for Awards of Options under 1995 Incentive Stock Plan (Incorporated by
reference to Exhibit 10(iii)(A)(6) of Amendment No. 1 to the Company's Form S-1 Registration
Statement No. 33-90444)
10(iii)(A)(7) Deferred Compensation Agreement by and between Clipper Cruise Line, Inc. and Paul H. Duynhouwer
dated December 23, 1996
11 Omitted -- Inapplicable
12 Omitted -- Inapplicable
13 The Registrant's Annual Report to Shareholders for the Fiscal Year Ended December 31, 1996. Only
those portions expressly incorporated by reference into this Form 10-K are deemed filed.
16 Omitted -- Inapplicable
18 Omitted -- Inapplicable
19 Omitted -- Inapplicable
22 Subsidiaries of the Registrant
23 Omitted -- Inapplicable
24 Consent of Deloitte & Touche LLP
25 Power of Attorney, contained in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 28, 1997
28 Omitted -- Inapplicable
29 Omitted -- Inapplicable