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, 1997
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, 1998 was approximately $16.6 million. The
amount shown is based on the closing price of $14.125 per share of Common
Stock on the NASDAQ Stock Market on February 28, 1998.
As of February 28, 1998, there were 5,100,850 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 1997 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, 1998.
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PART I
Item 1. BUSINESS
INTRAV, Inc. ("INTRAV") is a leading designer, organizer, marketer and
operator of deluxe, escorted, international and domestic travel programs and
cruises. Its programs and cruises are designed to attract affluent,
well-educated individuals desiring first-class travel and cruise experiences.
In 1997, INTRAV offered and operated 82 travel programs with 305 departures,
generating an average revenue of $4,879 per person. These programs included
cruises aboard its subsidiary Clipper Cruise Line's 100-passenger M/V
Nantucket Clipper and 138-passenger M/V Yorktown Clipper ranging from $1,200
for a 5-day cruise in Northern California to $5,380 for a 14-day cruise in
British Columbia and Alaska. Also included were INTRAV's Around the World by
Private Concorde which sold for $55,800 per person, as well as other land and
cruise programs to Europe, Asia, Africa, Australia, Antarctica, the Caribbean
and South America. Since 1959, over 400,000 travelers have participated in
INTRAV's worldwide travel programs.
The tour and cruise industry in the U.S. comprises wholesale tour operators
and cruise operators which package tours and cruises using retail travel
agency outlets as their primary distribution system. INTRAV, however, has
historically functioned as a designer, packager and retailer of its own
products, marketing to "affinity groups" in the educational, cultural and
professional market, i.e., university alumni associations, museums, medical
associations, etc., through the use of direct mail.
The increased costs of postage, paper and printing, and the deteriorating
direct-mail conversions of promotions sponsored by affinity groups warranted
an adjustment in INTRAV's marketing strategy to include distribution through
retail travel agents. With the acquisition of Clipper Cruise Line, Inc., and
related companies on December 31, 1996, INTRAV was able to utilize Clipper's
established travel agent relationships to market to the general public,
without losing its established position in the affinity group market.
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 1970s, 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 include cruising on the inland waterways of
Europe, Russia and China, including the Danube River/Black Sea Cruise which
it has offered 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 22 of these
tours, and is again offering two departures of this travel opportunity in
1998.
On December 31, 1996, INTRAV acquired Clipper Cruise Line, Inc. ("Clipper,"
which term also includes the INTRAV subsidiaries Clipper Adventure Cruises,
Inc., Republic Cruise Line, Inc., Liberty Cruise Line, Inc., and the recently
organized Clipper Adventurer Ltd.), which is a leading designer, organizer,
marketer and operator of deluxe escorted domestic and international
small-ship cruises and tours. Clipper's programs currently are operated
aboard two ships, the Yorktown Clipper and the Nantucket Clipper, and a third
ship, the 122-passenger Clipper Adventurer, is scheduled to begin service in
April 1998. All three ships are owned by INTRAV through certain of its
Clipper subsidiaries.
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BUSINESS STRATEGY
The Company operates its business as follows:
SOURCING OF CUSTOMERS.
a) Affinity Groups
INTRAV's sales force operates in the U.S. and Canada soliciting
sponsorship of INTRAV tours and cruises by affinity groups in the
educational, cultural and professional market. Working closely with
administrative staff at such organizations, a direct-mail campaign is
designed after the demographic makeup of the membership list is
analyzed in an effort to ensure compatibility with the tour and cruise
programs offered. A targeted prospect base is thus established and
promotional brochure quantities fixed.
b) Travel Agents
INTRAV's sales force also solicits travel agents in the U.S. and Canada
on a targeted basis, contacting those agents that are deemed to have
clients that are likely to purchase INTRAV tours and cruises. Direct
mail plays an important role in joint promotional mailings to the
travel agents' client lists.
c) Direct-Mail Advertising
INTRAV also uses its internal database of past and prospective
travelers to reach potential new 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.
d) Public Relations
As INTRAV began to establish a presence in the general marketplace, a
vigorous public relations effort, largely based on Clipper's existing
strategy, has been and continues to be made to publicize the company's
tour and cruise offerings in the consumer and trade press. It is
estimated that in 1997, this effort resulted in approximately 177
million impressions in consumer media, and 6 million impressions in
travel trade publications.
e) The Internet
The company recognizes the increasing importance of the Internet as a
source of information and has established Web sites for both INTRAV and
Clipper brands containing detailed descriptions of tours and cruises.
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 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 1997 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 or cruise director accompanies each
tour throughout its duration to provide incremental customer service
and to
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ensure that the highest possible quality of service 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 more than 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
travelers consistently rate their INTRAV travel 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 acquisition of Clipper on December 31, 1996, broadened and enhanced
INTRAV's inventory of unique travel programs. The highly maneuverable,
shallow-draft M/V Nantucket Clipper and M/V Yorktown Clipper, carrying less
than 140 passengers each, offer an unregimented and nonfrenetic ambience,
leisurely single-seating dining, and personalized service. These small ships
travel the historic waterways of North America from March to November.
Winter months find the ships in the Caribbean and Central America. The
addition of the M/S Clipper Adventurer in April 1998, will further expand
INTRAV's small-ship adventure cruise programs to remote and exotic
destinations such as Antarctica, Greenland, Spitsbergen, Hudson Bay,
Scandinavia, Western Europe and the Amazon.
MARKETING AND SALES
The Company's travel and cruise programs are targeted to upper-income
travelers. An important part of the Company's marketing is done through
direct-mail solicitation of these travelers. In 1997, the Company
distributed approximately 25 million copies of four-color sales brochures and
catalogs. 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, third-class bulk mailings.
Marketing materials are generally mailed nine to 15 months in advance of a
scheduled departure date. Travelers generally book their INTRAV travel
programs six to 12 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. 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
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it reserves. Cancellation penalties can include payment of 100% of the full
charter price if the charter is canceled within the number of days of the
scheduled departure as specified in the charter contract.
COMPETITION
The travel industry is highly competitive. The Company believes that the
principal competitive factors are (i) the uniqueness of the travel and cruise
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 large-ship cruises, destination resorts and
other travel programs. Certain companies that engage in the travel business,
but all of 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.
SEASONALITY
Demand for INTRAV's travel and cruise 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 for the Nantucket Clipper and
Yorktown Clipper and in the first quarter for the Clipper Adventurer.
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 charter payments have been made. 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 the Company to maintain financial protection for passenger
advance payments for Company-operated cruises embarking in U.S. ports. The
Company has established escrow arrangements to comply with the law. 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. The Clipper
Adventurer is classified A-1 ice class for unrestricted passenger service by
the Lloyd's Register. She carries a Passenger Ship Safety Certificate issued
under the provisions of the International Convention for the Safety of Life
at Sea (SOLAS).
EMPLOYEES
As of February 28, 1998, the Company had approximately 300 employees. None
of the Company's employees is represented by a labor union. Management
believes that its employee relations are good.
Item 2. PROPERTIES
The headquarters and principal operations of INTRAV are located in St. Louis,
Missouri, where the Company leases approximately 36,400 square feet of office
space under leases expiring December 31, 2001. Each lease provides an option
to renew, at the Company's discretion, for an additional five-year period.
Windsor Management Corporation, as agent for Windsor Real Estate, Inc., an
affiliated entity, was lessor of the office space through July 1997. During
1997, the office building was sold to an unrelated third party. Amounts paid
in 1997 totaled $683,000. The leases provide for annual rentals
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totaling $683,000 in 1998, 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, 1997.
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
Corporate Information" of the Company's 1997 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 Highlights" of the Company's 1997 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 1997 Annual Report to
Shareholders and is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this Item is not applicable to the Registrant
pursuant to General Instruction 1 to paragraphs 305(a), 305(b), 305(c),
305(d) and 305(e) of Regulation S-K.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in the Company's 1997
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 heading
"Proposal 1: Election of Director" of the Company's Proxy Statement for the
1998 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, 1998, is included pursuant 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 63 President and Chief Executive Officer and Director
Wayne L. Smith II 48 Executive Vice President & Chief Financial Officer and Director
Richard J. Hefler 48 Senior Vice President Marketing and Sales
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 retains this position in addition to his responsibilities
at INTRAV. Prior to becoming President of Clipper Cruise Line, Mr.
Duynhouwer served as Executive Vice President of Special Expeditions from
December 1986 until August 1989, and as Senior Vice President of Clipper
Cruise Line from June 1982 through November 1986.
WAYNE L. SMITH II has served as Executive Vice President & Chief Financial
Officer, and a Director of INTRAV since September 1997. Mr. Smith also
served as Chairman, President and Chief Executive Officer of Bekins
Distribution Services, Inc., from January 1993 through December 1997. Mr.
Smith has also served as President of Windsor Real Estate and Windsor Capital
from October 1989 through September 1997. Prior to joining Windsor, Mr.
Smith was a Vice President of Citicorp from September 1980 through September
1989.
RICHARD J. HEFLER became Senior Vice President Marketing and Sales of INTRAV
in december 1997. Mr. Hefler had served as Vice President of Marketing of
the Company since September 1990. Prior to joining the Company, Mr. Hefler
served as Director for North America of the Victorian Tourist Commission of
Australia and earlier as Director of Marketing for the AARP Travel Service
Division of Olson-Travelworld.
Item 11. EXECUTIVE COMPENSATION
The information contained in the Proxy Statement for the 1998 Annual Meeting
of Shareholders under the caption "Executive Compensation" is incorporated
herein by reference.
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 Shareholder and Management," of the Company's Proxy
Statement for the 1998 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 1998 Annual Meeting of Shareholders and is
incorporated herein by reference.
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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, 1997 and December 31, 1996 <F*>
Consolidated Statements of Income -- For the years 1997, 1996 and 1995 <F*>
Consolidated Statements of Cash Flows -- For the years 1997, 1996 and 1995 <F*>
Consolidated Statements of Shareholders' Equity -- For the years 1997, 1996 and 1995 <F*>
Notes to Consolidated Financial Statements <F*>
<FN>
<F*> Incorporated in this Report by reference to the Company's 1997 Annual Report to
Shareholders.
2. Financial Statement Schedules:
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
3. Exhibits -- see the following Exhibit Index of this report.
The following exhibits listed in the Exhibit Index are filed with
this report:
4(i) Amendments one, two, three and four to Revolving Credit
Agreement between Registrant and NationsBank, N.A.
10(iii) (A) (5) Amended Intrav, Inc. 1995 Incentive Stock Plan
10(iii) (A) (8) First Amendment to Deferred Compensation Agreement
between Clipper Cruise Line and Paul H. Duynhouwer
10(iii) (A) (9) Employment Agreement between Intrav, Inc. and
Wayne L. Smith II
13 Annual Report to Shareholders for the Fiscal Year Ended
December 31, 1997
21 Subsidiaries of the registrant
23 Consent of Deloitte & Touche LLP
(b) Reports on Form 8-K during the quarter ended December 31, 1997
The Company did not file any reports on Form 8-K during the fourth
quarter ended December 31, 1997.
(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
Amended Intrav, Inc. 1995 Incentive Stock Plan
Form of Option Agreement for Awards under 1995 Stock Plan
Deferred Compensation Agreement between Clipper Cruise Line and
Paul H. Duynhouwer
First Amendment to Deferred Compensation Agreement between Clipper
Cruise Line and Paul H. Duynhouwer
Employment Agreement between Intrav, Inc., and Wayne L. Smith II
9
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 27, 1998 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
Wayne L. Smith II, 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, 1997, 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 27th day of March, 1998, 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/ Wayne L. Smith II Executive Vice President &
- -------------------------------- Chief Financial Officer and Director
Wayne L. Smith II (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
Director
- --------------------------------
Robert H. Chapman
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)
4(i) Amendments One, Two, Three and Four to Revolving Credit Agreement between Registrant and NationsBank,
N.A., successor by merger to Boatmen's National Bank of St. Louis
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)
11
Exhibit
Number Description
- ------- -----------
10(iii)(A)(5) Amended Intrav, Inc. 1995 Incentive Stock Plan
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 (Incorporated by reference to Exhibit 10(iii)(A)(7) to the Company's
Annual Report on Form 10-K For The Fiscal Year-ended December 31, 1996)
10(iii)(A)(8) First Amendment to Deferred Compensation Agreement between Clipper Cruise Line and Paul H. Duynhouwer
10(iii)(A)(9) Employment Agreement between Intrav, Inc. and Wayne L. Smith II
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
21 Subsidiaries of the Registrant
22 Omitted -- Inapplicable
23 Consent of Deloitte & Touche LLP
24 Power of Attorney, contained in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 27, 1998
28 Omitted -- Inapplicable
29 Omitted -- Inapplicable