SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant (X)[X]
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Rule 14a-6(e)(2))
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( )[_] Definitive Additional Materials
( )[_] Soliciting Material Pursuant to Section 240.14a-11(c)Rule 14a-11(c) or Section 240.14a-12Rule 14a-12
EUROPA CRUISES CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other thanOther Than Registrant)
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EUROPA CRUISES CORPORATION
150 - 153rd Avenue
Suite 200
Madeira Beach, FL 33708
----------------________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS
TO BE HELD ON JULY 10, 1998
----------------OCTOBER 6, 2000
________________
TO THE SHAREHOLDERSSTOCKHOLDERS OF
EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meetingannual meeting of Shareholdersstockholders (the
"Meeting") of Europa Cruises Corporation, a Delaware Corporation (the
"Company"), will be held on July 10, 1998Friday, October 6, 2000 at The
Grand Casino Biloxi Hotel - Bayview Tower, 280Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530 at 9:3010:00 a.m., local time, for the
following purposes:
(1) To elect fourfive directors to hold office until the next annual meeting
of shareholdersstockholders and until their successors have been duly elected and
qualified.
(2) To transact such other business as may properly come before the
meetingMeeting and any adjournments thereof.
The Board of Directors has fixed the close of business on June 5, 1998August 21, 2000
as the record 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 ableWHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES
PERSONALLY.
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, 19971999 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 place where the Meeting is
to be held. The list shall also be produced and kept at the time and place of
the Meeting and may be inspected by any stockholder who is present.
By Order of the Board of Directors
/s/ Deborah A. Vitale
_____________________________________
Deborah A. Vitale
Chairman of the Board,
September 6, 2000 President, and Chief Executive Officer, June 12, 1998Secretary
and Treasurer
EUROPA CRUISES CORPORATION
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PROXY STATEMENT
----------------________________
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Europa Cruises Corporation, a Delaware corporation (the "Company"), for use at
the Annual Meetingannual meeting of Shareholders,stockholders, and any adjournments thereof (the
"Meeting"), to be held on July 10, 1998Friday, October 6, 2000 at The
Grand Casino Biloxi Hotel - Bayview Tower, 280Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530 at 9:3010:00 a.m., local time, for the purposes
set forth in the foregoing Notice of Annual Meeting of ShareholdersStockholders (the
"Meeting""Notice").
All costs of this solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers, and
regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph, and personal interviews. Brokers, custodians, and
fiduciaries will be required to forward proxy soliciting material to the owners
of stock held in their names. The Company will reimburse banks and brokers for
their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy material.
Shareholdersmaterials.
Stockholders executing proxies may revoke them at any time prior to use by
written notice to the Secretary of the Company, by subsequently executing
another proxy, or by attending the Meeting and voting in person. A proxy when
executed and not revoked will be voted and, if it contains any specifications,
it will be voted in accordance therewith. If no choice is specified, sharesstock
covered by the proxy will be voted in favor of the Board's nominees for election
of directors and in the discretion of the proxy holder upon such other matters
as may properly come before such meetingthe Meeting or any adjournments thereof.
This Proxy Statementproxy statement, the accompanying proxy, and the accompanying Proxy are being mailedCompany's annual
report to shareholdersstockholders for the year ended December 31, 1999 (the "Annual
Report"), were first sent or given to stockholders on or about June 12, 1998.September 6,
2000. 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 200, MADEIRA BEACH, FLORIDA 33708.
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-KSB MAY BE FURNISHED TO STOCKHOLDERS
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 place where the Meeting is to be held. The list shall
also be produced and kept at the time and place of the Annual Report for 1997Meeting and may be
inspected by any stockholder who is enclosed herewith.
The address of the Company's executive offices is 150 153rd Avenue, Suite 200,
Madeira Beach, Florida 33708.
SHAREHOLDERS ENTITLED TO VOTE AND PRINCIPAL SHAREHOLDERSpresent.
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BENEFICIAL OWNERSHIP
At the close of business on June 5, 1998,August 21, 2000, the record date for
determining the shareholdersstockholders entitled to vote at the annual meeting,Meeting, there were issued
and outstanding and entitled to vote a total of 27,345,34932,414,815 shares of the
Company's Common Stock,common stock, par value $.001 per share (the "Common Stock"), 926,000
shares of the Company's Seriesseries "S" Preferred Stockpreferred stock (the "S Preferred Stock") and
900,000 shares of the Company's Seriesseries "S-NR" Preferred Stockpreferred stock (the "NR"S-NR
Preferred Stock"). The S Preferred Stock and the NRS-NR Preferred Stock are
collectively referred to herein as the "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.
TheA majority of the shares of stockVoting Stock represented at the Meeting, either in
person or by proxy, and entitled to vote thereat,at the Meeting, shall constitute a
quorum for the purposepurposes of the Meeting. Votes cast by proxy or in person at the
Meeting will be tabulated by the judge of elections appointed for the Meeting.
Based uponThe following table sets forth, to the Company's knowledge, as of August
21, 2000, based on filings with the Securities and Exchange Commission, pursuant to
Sections 13 and 16the
beneficial ownership of the Securities Exchange Act of 1934, the only persons who
owned of recordoutstanding Voting Stock held by (i) each person or
were known by the Company to ownentity beneficially on June 5,
1998,owing more than 5% of any class of the outstanding voting shares of the Company
wereVoting Stock, (ii) each
director, nominee, and certain executive officers, individually, and (iii) all
directors and executive officers as follows:a group.
NUMBER OF PERCENT OF PERCENT
NAME AND ADDRESS SHARES OWNED CLASS(1) VOTINGPercent
Name and Address Number of Shares of Voting Stock Owned(1) Percent of Class Voting(1)
- ---------------- ------------ ---------- ------------------------------------------------ ---------------- ---------
Five Percent Holders:
Serco International Limited (2) 1,440,3341,130,334 Common 5.27% 10.83%3.49% 8.63%
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) 1,440,334Limited (2) 1,130,334 Common 5.27% 10.83%3.49% 8.63%
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) 1,440,3341,130,334 Common 5.27% 10.83%3.49% 8.63%
P.O. Box 15, A-9010 900,000 S-NR Preferred 100.00%
Klagenfurt, Austria 926,000 S Preferred 100.00%
Ernst G. Walter (2) 1,130,334 Common 3.49% 8.63%
14700 Gulf Blvd., Apt. 401 900,000 S-NR Preferred 100.00%
Madeira Beach, FL 33078 926,000 S Preferred 100.00%
Europa Cruises Corporation(3) 4,250,000Corporation (3) 3,750,000 Common 15.54% 14.09%11.57% 10.95%
Employee Stock Ownership Plan
Trust Agreement
150 - 153rd Avenue East
Madeira Beach, Florida 33708
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Directors and Named Executive Officers:
Deborah A. Vitale, Esquire (3)(4)(5) 6,003,5005,353,500 Common 21.95% 19.91%16.52% 15.63%
Chairman, President, CEO,
Secretary and Treasurer;
Chairman, President,
Secretary and Treasurer of
Casino World, Inc. and
Mississippi Gaming Corp. (6)
1013 Princess Street
Alexandria, VA 22314
John R. Duber (3) (4)(6) 4,487,560(7) 3,987,560 Common 16.41% 14.88%12.30% 11.65%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Rocky River, Ohio 44116
Ernst G. Walter(2) 1,440,334Gregory A. Harrison (8) 780,000 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%2.41% 2.28%
Director
16209 Kimberly Grove
Gaithersburg, MD 20878
Paul DeMattia (9) 139,000 Common 0.43% 0.41%
Director
6366 Eastland Road
Brookpark, OH 44142
James Illius (10) 2,522,051 Common 7.78% 7.37%
Director
3791 Frances Drive
Rocky River, Ohio 44116
All Directors and Officers as a Group: 9,152,111 Common 28.23% 26.73%
- --------------------__________
(1) Common Stock and Preferred Stock amounts have been combined for the purpose
of calculating percentages. Unless otherwise stated in the notes below,
all references to options are to options exercisable currently and within
60 days of August 21, 2000.
(2) Serco International Limited, Austro InvestAustroinvest 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
1,040,334980,334 shares of Common Stock owned by Serco International Limited;
926,000 shares of S Preferred Stock owned by Austroinvest International
Limited; 200,000and 150,000 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.Corporation.
(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.Director (the "Trustees"). As of
December 31, 1997, 750,0001999, 1,250,000 ESOP shares had been released and 500,0001,000,000
ESOP sharesShares 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'sESOP Stock allocated sharesto their respective accounts are
voted, Unallocated shares are voted
byand the Trustees.Trustees vote the unallocated ESOP Stock. The Trustees are
required to vote the unallocated ESOP sharesStock in the best interests of ESOP
beneficiaries.
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(4) Includes 4,250,00053,500 directly owned shares of Common Stock; 3,750,000 shares of
unallocated ESOP Stock voted as a Trustee of the ESOP; options to purchase
1,550,000 shares of Common Stock which will be
voted by Ms. Vitale and Mr. Duber as Trustees of the ESOP.
(5) Includes options to purchase 1,750,000follows: 750,000 shares of Common Stock.
(6) Includes options to purchase 100,000Stock
immediately exercisable at $1.00 per share, which expire on April 3, 2003
and which were awarded conditioned on continued service, as set forth in
note 5, below; and 800,000 shares of Common Stock.
- 2 -
Stock immediately exercisable
at $0.75 per share, which expire on April 18, 2001.
(5) The following table sets forth asoptions are contingent on the Director remaining a Director for six
months from the date of June 5, 1998, the beneficial
ownershiphis or her appointment (unless removed by a vote of
the outstanding voting sharesstockholders or a failure to be nominated to the next Board or unless
unable to serve due to death or by reason of the Company by directors,
nominees, certain executive officers and all directors and executive officers as
a group.
NUMBER OF SHARES OF PERCENT PERCENT
NAME AND ADDRESS COMMON STOCK OWNED OF COMMON STOCK OF VOTING STOCK (1)
- ---------------- ------------------ --------------- ------------------
Deborah A. Vitale 6,003,500 (3) (4) 21.95% 19.91%
Chairman, President, CEO,
Secretary and Treasurer;
Chairman, President,
Secretary and Treasurer of
Casino World, Inc. and
Mississippi Gaming Corp.
1013 Princess Street
Alexandria, Va 22314 (2)
John R. Duber 4,487,560 (3) (5) 16.41% 14.88%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Rocky River, Oh 44116
Gregory Harrison 270,000physical or mental
incapacity).
(6) .99% .9%
Director
16209 Kimberly Grove
Gaithersburg, Md 20878
Paul DeMattia 139,000 (6) .51% .46%
Director
6366 Eastland Rd.
Brookpark, Ohio 44142
All Directors and Officers 6,650,060 24.32% 22.05%
as a Group (4 persons):
- -------------------
(1) Common Stock and Preferred Stock amounts have been combined for the
purpose of calculating percentages of Voting Stock. None of the persons
listed owns any Preferred Stock.
(2) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(3)(7) Includes 4,250,000 unallocated137,560 directly owned shares of Common Stock; 3,750,000 shares of
unallocated ESOP Stock which will be
voted by Ms. Vitale and Mr. Duber as Trusteesa Trustee of the ESOP.
(4) Includes options to purchase 1,750,000 shares of Common Stock.
(5) IncludesESOP; and options to
purchase 100,000 shares of Common Stock.
(6)Stock immediately exercisable at $1.00
per share and which expire on March 24, 2003, 50,000 of which were awarded
conditioned on continued service, as set forth in note 5.
(8) Includes 730,000 directly owned shares of Common Stock; and options to
purchase 50,000 shares of Common Stock.Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service, as set forth in note 5, above.
(9) Includes 89,000 directly owned shares of Common Stock; and options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service, as set forth in note 5, above.
(10) Includes 2,452,651 directly owned shares of Common Stock; 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 owned by Builders Loft, Inc. Pension Plan of
which Mr. Illius is the Fund Manager.
ELECTION OF DIRECTORS
The Board has fixed the numberconsists of five directors at four. The term of each
director elected will bewhose terms continue until the next
Annual Meetingannual meeting of Shareholdersstockholders or until his or her successor is duly elected and
qualified. Each nominee is, at present,
available for election, but if any nominee should become unavailable, the
persons voting the accompanying proxy may, at their direction, vote for a
substitute. The election of each director requires the vote of holders of a
plurality of the outstanding Common Stock and Preferred Stock, counted as a
single class, present and voting at the Meeting.
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The Board has nominated the following fourfive 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.
Name Age Title
- ---- --- -----
Deborah A. Vitale 48 Chairman of the Board, President,
Chief Executive Officer, Secretary and
Treasurer
John R. Duber 42 Director, Vice-President, Assistant Secretary
and Director of Investor Relations
Paul J. DeMattia 38 Director
Gregory A. Harrison 53Each 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
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each director requires the vote of holders of a plurality of the outstanding
Voting Stock, counted as a single class, present and voting at the Meeting. THE
BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
Name Age Title
- ---- --- -----
Deborah A. Vitale 50 Chairman of the Board, President, Chief
Executive Officer, Secretary and Treasurer
John R. Duber 44 Director,
Vice-President, Assistant
Secretary and Director of Investor
Relations
Gregory A. Harrison 56 Director
Paul J. DeMattia 40 Director
James Illius 50 Director
DIRECTORS
DEBORAH A. VITALE, was elected Chairman of the Board of Directors in March 1995 and was
appointed Secretary of the Company in November 1994. She has been a 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
partner 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, was named as a Director of the Company on February 18, 1998.
Since January, 1998, Mr. Duber has been employed by the Company atas its Director
of Investor Relations. Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998. Since 1992, Mr. Duber has worked as
a consultant in the trucking industry. Mr. Duber received his Bachelor of
Science Degree from John Carroll University in 1977.
GREGORY A. HARRISON, Ph.D., P.E., was named as a Director of the Company on
February 20, 1998. Dr. Harrison is a consulting forensic engineer with thirty-
five years of diversified safety/project engineering experience with NASA, DOD,
NBS, NRC, ARAMCO, and Tenera, L.P. Dr. Harrison has qualified as an expert
witness in various courts in ten states. Dr. Harrison received a B.S. degree in
Fire Protection Engineering from the University of Maryland in 1966; an M.S.
degree in Civil Engineering from the University of Maryland in 1970, an M.S.
degree in Engineering Administration from George
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Washington University in 1979 and a Ph.D. in Safety Engineering from Kennedy-
Western University in 1994. Dr. Harrison held a top secret security clearance
with the U.S. Department of Energy. Dr. Harrison has served on the Board of
Directors of Data Measurement Corporation and First Patriot National Bank and
was an Advisory Board member of United Bank.
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 Quality Carrier Service Award for 1992-1993.
GREGORY A. HARRISON,JAMES ILLIUS, was named as a Director of the Company on FebruaryMay 20, 1998.1999. Mr.
HarrisonIllius has been a shareholder of the Company since June of 1994 and is the
largest holder of Common Stock of the Company. Mr. Illius is the founder and
president of Builders Loft, Inc., a wholesale building supplier, which employs
eleven people and has sales of approximately five million dollars annually. Mr.
Illius has been involved in the building and construction industry for
approximately thirty years. Mr. Illius is a consulting forensic engineer with over twenty-eight
yearsstock market investor and manages
Builders Loft, Inc.'s pension fund. Mr. Illius also invests in and develops
real estate. Mr. Illius is a lifelong resident of diversified safety engineering experience with NASA, DOD, NBS, NRC,
ARAMCO,the Cleveland, Ohio area.
KEY PERSONNEL
ROBERT ZIMMERMAN, was appointed Chief Financial Officer of the Company on July
27, 1998. From May of 1994 until joining Europa, Mr. Zimmerman served as
Controller for the North and Tenera, L.P.Central American operations of Casinos Austria
International, Ltd. From 1980 through 1993, Mr. Harrison has qualifiedZimmerman served as an expert witness in
various courts in eight states.Vice-
President of Finance for the Industrial Controls subsidiary of Emerson Electric
Company. Prior to 1980, Mr. Harrison received a B.S. degree in Fire
Protection Engineering from the University of Maryland in 1966; an M.S. degree
in Civil Engineering from the University of Maryland in 1970, an M.S. degree in
Engineering Administration from George Washington University in 1979 and a PH.D.
in Safety Engineering from Kennedy-Western University in 1994. Mr. Harrison
holds a top secret security clearanceZimmerman was employed with the U.S. Departmentpublic accounting
firm of Energy. Mr.
Harrison has served on the Board of Directors of Data Measurement CorporationFiddler and First Patriot National Bank and is a current Advisory Board member of United
Bank.Co. for seven years.
MEETINGS AND COMMITTEES OF THE BOARD
The Board as then comprised, held seventhirteen (13) meetings during the fiscal year ended December 31,
1997, of which each director1999. 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 did not have a
compensation audit or nominating committee during the - 4 -
fiscal year ended December 31, 1997.1999.
The Board formed an 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 of 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's independent accountants.
-6-
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon itsThe information listed below is based on a review of Forms 3, 4reports and 5 and any amendments
theretoother
information furnished to the Company pursuantby its directors and officers
(collectively, the "Reporting Persons").
Mr. Zimmerman was granted an option to Section 16purchase 50,000 shares of Common
Stock in July 1998, which should have been reported on a Form 5 by February 14,
1999.
Ms. Vitale failed to file a Form 5 by February 14, 2000, which should have
included the transactions described below. Ms. Vitale held an option to
purchase 100,000 shares of Common Stock which expired August 31, 1999. Ms.
Vitale made a loan to the Company in October 1998 in the aggregate amount of
$284,211. As of November 1998, $216,300 was outstanding. The Company repaid
Ms. Vitale for her loan in January, February and March 2000. The Company's
repayment of the Securities
Exchange Act of 1934,loan in January, February and March 2000 is treated as amended,an
indirect sale.
The Reporting Persons will file the above reports in the next few weeks.
To the Company's knowledge, during the year ended December 31, 1999, all of such forms were filed on a timely basis
by reporting persons during 1997.other
Reporting Persons complied with all applicable Section 16(a) filing
requirements.
EXECUTIVE COMPENSATION
The following table provides information concerning the compensation of
certain executive officers of the Company and its wholly owned subsidiaries,
Casino World, Inc. and Mississippi Gaming Corporation. No other person serving
as an executive officer on December 31, 1997,1999, received cash compensation in
excess of $100,000 during any of the last three fiscal years.
-7-
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------- ---------------------------------------
AWARDS PAYOUTSAnnual Compensation Long Term Compensation
------------------- -------------
OTHER
ANNUAL RESTRICTED ALL OTHER
NAME AND PRINCIPAL COMPEN- STOCK LTIP COMPEN-
OCCUPATION YEAR SALARY BONUS SATION AWARDS OPTIONS PAYOUTS SATION
------------------------- ---- ------- ------ ----------------------------
Awards Payouts
------ -------
------- ------Securities
Underlying
Other Annual Restricted Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Stock Awards SARs Payouts Compensation
Occupation Year ($) ($) ($) ($) ($) ($) ($)
---------- ---- --- ---- --- --- --- --- ---
Deborah A. Vitale (3) (4) 1997 (7) $84,135 $50,000(1) 1999 $125,000 None None None None None None
President and Chief Executive Officer 1996 None(3)CEO 1998 $125,000 $50,000 None None None 800,000750,000 None None
as of February 20, 1998 1995 None(3)1997 $ 84,135 None None None None None None
Lester E. Bullock (1) (2) 1999 None None None None None None None
Former President and CEO 1998 $ 40,865 $25,000 $75,000(5) None None None Car Rental
of the Company 1997 $125,000 $25,000None None None None None Car Rental(5)
Former President and Chief 1996 $134,000 None None None 400,000 None Car Rental
Executive Officer of the Company 1995 $100,000 $29,000 None None None None None
Debra L. Gladstone 1997 $85,000 $7,500 None None None None Car Rental(6)
Former Chief Financial Officer 1996 $70,000 None None None 50,000 None None
and 15,000
shares of
common
________________
(1) Ms. Vitale has served as President and Chief Executive Officer of the
Company since February 20, 1998. On April 3, 1998, Ms. Vitale was granted
options to purchase 750,000 shares of Common Stock immediately exercisable
at $1.00 per share, which expire on April 3, 2003 and which were granted
for services rendered as a Director and President of Europa and its
subsidiaries.
(2) On July 18, 1994, Mr. Bullock became President and Chief Executive
Officer of the Company. Mr.
Bullock's monthly vehicle lease payment, including tax, was $783.10 in 1997
and 1998. On February 20, 1998, Mr. Bullock was removed as President and
Chief Executive Officer of the Company. On February 20,
1998, Mr. BullockCompany and resigned as a Director. (2)On
March 6, 1998 Mr. Bullock was grantedterminated as an employee of the Company. On
March 3, 1998, the Company entered into an agreement with Mr. Bullock to
cancel his options to purchase 400,000500,000 shares of Common Stock exercisable at $.75for $75,000
or $0.15 per share.
250,000 were granted for services
rendered as a Director. 150,000 were granted for services onDIRECTORS COMPENSATION
In September 1997, the Board
not traditionally provided by a Director.
(3) Ms. Vitale received noCompany ceased paying cash compensation during 1995 or 1996 as an
executive officer of the Company.
(4) Ms. Vitale was grantedto its non-
employee Directors. The Company has from time to time compensated its non-
employee Directors by granting 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.
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OPTION GRANTS IN LAST FISCAL YEAR
No stock options were granted to the executive officers and directors duringthem. During the year ended December
31, 1997.
AGGREGATE OPTION EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table shows stock1999, there were no 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.granted to Directors. 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-telephonicnon-
telephonic Board meetings and non-telephonic committee meetings.
In 1996, Lester E. Bullock, a Director, was awarded 400,000 stock options
exercisable at $.75 per share, 250,000 of these-8-
OPTIONS
During the year ended December 31, 1999, no options were awarded for
services rendered as a Director. In 1996, Piers Hedley, a Director, was awarded
250,000 stockgranted to any
officers or directors.
During the year ended December 31, 1999, Deborah Vitale had options exercisable at $.75 per share for services rendered as a
Director. In 1996, Deborah A. Vitale, a Director, was awarded 800,000 options
exercisable at $.75 per share, 250,000to
purchase 1,550,000 shares of these options were awarded for
services rendered as a Director.
On March 3, 1998, the Company entered into an Agreement to Cancel 500,000
Options to Purchase Common Stock held by the Company's former President, Lester
Bullock, for $75,000 or $.15 per share. These options were used, in part, to
compensate the new Boardas follows: 750,000 shares of Directors and management. On March 24, 1998, Gregory
Harrison, a Director was awarded 50,000 optionsCommon
Stock immediately exercisable at $1.00 per share, for services rendered as a Director, provided he remained a Director for six
months fromwhich expire on April 3, 2003
and which were awarded conditioned on continued service; and 800,000 shares of
Common Stock immediately exercisable at $0.75 per share, which expire on April
18, 2001.
During the dateyear ended December 31, 1999, John Duber had options to purchase
100,000 shares of his appointment (unless removed by vote of the
shareholders or a failure to be nominated to the next Board of Directors or
unless unable to serve due to death or by
- 6 -
reason of physical or mental incapacity.) On March 24, 1998, Paul DeMattia, a
Director, was awarded 50,000 optionsCommon Stock immediately 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.) Onand
which expire on March 24, 1998, John R.
Duber, a Director, was2003, 50,000 of which were awarded 100,000conditioned on
continued service.
During the year ended December 31, 1999, Gregory A. Harrison had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, 50,000 ofwhich expire on March 24, 2003 and 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 750,000During the year ended December 31, 1999, Paul DeMattia had options to
purchase 50,000 shares of Common Stock immediately exercisable at $1.00 per
share, which expire on March 24, 2003 and which were awarded conditioned on
continued service.
During the year ended December 31, 1999, no options were exercised.
CERTAIN TRANSACTIONS
Deborah Vitale, the President and Chief Executive Officer of the Company,
loaned the Company an aggregate of $284,211 in October 1998 to be used by the
Company for services rendered as Director and
President of Europa and its subsidiaries, provided she remainedworking capital purposes (the "Vitale Loan"). James Illius, a
Director for
six months from the date the Board awarded the options (unless removed by vote
of the shareholders or a failure to be nominated to the next Board of Directors
or unless unable to serve due to death or by reason of physical or mental
incapacity.)
CERTAIN TRANSACTIONS
On August 18, 1994,Company, loaned the Company established$300,000, half of which was borred
by the Europa Cruises Corporation
Employee Stock Ownership PlanCompany on November 26, 2998, and the other half of which was borrowed on
December 2, 1998 (the "ESOP""Illius Loan"). This ESOP, whichThe Vitale Loan and the Illius Loan are
unsecured, non-interest bearing demand loans convertible into shares of Common
Stock. The Vitale Loan is a qualified
retirement plan under the provisions of Section 401(a) of the Internal Revenue
Code and an employee stock ownership plan within the meaning of Section
4975(e)(7) of the Internal Revenue Code, was established primarily to invest in
stock of the Company. All employees as of December 31, 1994, and subsequent new
employees having completed 1,000 hours of service are eligible to participate in
the ESOP. The Company also established a trust called the Europa Cruises
Corporation Employee Stock Ownership Plan, Trust Agreement to serve as the
funding vehicle for the ESOP. The Trustees of this trust are Deborah A. Vitale
and John R. Duber. As of June 5, 1998, 750,000convertible into shares of Common Stock have been
allocated to participants inat $0.45 per
share, and the ESOP. Unallocated shares are voted by the
Trustees. The Trustees are required to vote the ESOP shares in the best
interests of the ESOP beneficiaries.
On August 21, 1994, the Company loaned $4,275,000 to the ESOP in exchange for a
ten-year promissory note bearing interest at eight percent per annum. On August
24, 1994, the ESOP purchased 2,880,000 shares of the Company's Common Stock with
the proceeds of the loan. On August 25, 1994 the Company loaned an additional
$3,180,000 to the ESOP in exchange for a ten year promissory note bearing
interest at eight percent per annum. On August 26, 1994, the ESOP purchased an
additional 2,120,000 shares of the Company's Common Stock with the proceeds of
the loan. TheIllius Loan is convertible into shares of Common stock were pledged toStock at $0.30
per share. On the Company as securitydate of the Vitale Loan, the trading price in the over the
counter market for the loans. The promissory notes will be repaid withCompany's shares of Common Stock was $0.50 per share.
For the proceedsIllius Loan, the trading price in the over the counter market for the
Company's shares of annual
contributions made by the Company to the ESOP.Common Stock was $0.34 per share on November 26, 1998, and
$0.33 per share on December 2, 1998. In AprilJuly 1999, Mr. Illius received
1,000,000 shares of 1995, the Company
agreed to extend the maturityCommon Stock in total repayment of the loansIllius Loan. In
November 1998, Ms. Vitale received $67,911 in cash in partial prepayment of the
Vitale Loan. Various cash payments were made to twenty years. Through DecemberMs. Vitale in January 2000,
February 2000 and March 2000. As of March 31, 1997,200, the Company paid $6,925,000 to the ESOP whichVitale Loan was used to repay principal
and interest on the promissory notes.repaid.
-9-
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Boardfirm of Directors has selected BDO Seidman, LLP, currently serves as the Company's auditors for the current fiscal year ending December 31, 1997.independent
auditors. BDO Seidman, LLP, has served as independent auditors for the Company
since 1990, and
representatives of that firm are expected to be present at the Meeting and shall
have an opportunity to make a statement if they desire to do so and to respond
to appropriate questions.
- 7 -
1990.
OTHER MATTERS
The management is not aware of any matters not referred to in the attached
Notice of Meeting which will be presented for action at the Meeting. If any other matters
properly come before the Meeting, it is intended that the shares of Voting Stock
represented by the proxy will be voted with respect thereto in accordance with
the judgment of the persons voting them.
SHAREHOLDERSTOCKHOLDER PROPOSALS FOR 19992001 ANNUAL MEETING
Proposals which shareholders intendAny proposal of a stockholder to presentbe presented at the 1999 Annual
MeetingCompany's annual
meeting of Shareholdersstockholders in 2001, including the nomination of persons to serve on
the Board, must be received by Europa Cruises Corporation nonot later than March 12, 1999,June 8, 2001 to be eligible for inclusionincluded in the
proxy materialmaterials for that meeting. Stockholders submitting proposals should
submit them in writing and direct them to the meeting.Company's secretary at the
Company's principal executive offices via certified mail, return receipt
requested, to ensure timely delivery. No stockholders proposals were received
with respect to the Meeting scheduled for October 6, 2000.
By Order of the Board of Directors
/s/ Deborah A. Vitale
___________________________________
Deborah A. Vitale
Chairman of the Board
September 6, 2000 President and Chief Executive Officer
- 8 --10-
EUROPA CRUISES CORPORATION
This Proxy is solicited on behalf of the Board of DirectorsTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned, revoking any prior proxies or consents, hereby appoints as his or
her proxies with full power of substitution and revocation 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 Meetingannual meeting of Shareholdersstockholders of Europa
Cruises Corporation, to be held on Friday, July 10, 1998October 6, 2000 at The Grand Casino Biloxi Hotel -- Bayview Tower, 280Beau Rivage, 875
Beach Boulevard, Biloxi, Mississippi 39530 at 9:3010:00 a.m. local time and at any
and all adjournments thereof and to take the actions specified in item 2 below.
The Board of Directors recommends a vote FOR the nominees listed below.
1. TO ELECT FOURFIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS.
STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below
____________________________________________________________________________below:
______________________________________________
2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
(Continued(continued and to be signed and dated on reverse side)
-11-
(Continued(continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder.stockholder. If no direction is made, this Proxyproxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as name appears below. When shares 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 in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
DATED: , 1998
_____________________
_______________________________________________ 2000
________________________________
Signature
_________________________________________________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
EUROPA CRUISES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned, revoking any prior proxies or consents, hereby appoints as his or
her Trustees of the Employee Stock Ownership Plan, Trust Agreement ("ESOP") with
full power of substitution and revocation Deborah A. Vitale and John R. Duber,
or either of them, to vote all Common Stock allocated to his or her ESOP account
(the "ESOP Stock") of the undersigned in Europa Cruises Corporation with all of
the powers that the undersigned would have if personally present, at the annual
meeting of stockholders of Europa Cruises Corporation, to be held on Friday,
October 6, 2000 at Beau Rivage, 875 Beach Boulevard, Biloxi, Mississippi 39530
at 10:00 a.m. local time and at any and all adjournments thereof and to take the
actions specified in item 2 below.
The Board of Directors recommends a vote FOR the nominees listed below.
1. TO ELECT FIVE DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS.
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES LISTED BELOW
DEBORAH A. VITALE PAUL J. DEMATTIA JAMES ILLIUS
JOHN R. DUBER GREGORY A. HARRISON
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s)
write such nominee's name in the space below:
______________________________________________
2. To transact such other business as may properly come before the meeting
and any adjournments thereof.
(continued and to be signed and dated on reverse side)
(continued from previous side)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees in Proposal 1 set forth above.
Please sign exactly as name appears below. When shares of ESOP 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 in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
DATED:______________ 2000
________________________________
Signature
________________________________
Signature, If Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.