SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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 Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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EUROPA CRUISES CORPORATION
150 - 153rd Avenue
Suite 200
Madeira Beach, FL 33708
________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 6, 2000
________________
TO THE STOCKHOLDERS OF
EUROPA CRUISES CORPORATION:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Meeting") of Europa Cruises Corporation, a Delaware Corporation (the
"Company"), will be held on Friday, October 6, 2000 at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530 at 10:00 a.m., local time, for the
following purposes:
(1) To elect five directors to hold office until the next annual meeting
of stockholders and until their successors have been duly elected and
qualified.
(2) To transact such other business as may properly come before the
Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on August 21, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournments thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE YOUR PROXY AND MAIL IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE
MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR SHARES
PERSONALLY.
The annual report to stockholders of Europa Cruises Corporation for the
year ended December 31, 1999 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
Deborah A. Vitale
Chairman of the Board,
September 6, 2000 President, Chief Executive Officer, Secretary
and Treasurer
EUROPA CRUISES CORPORATION
________________
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 meeting of stockholders, and any adjournments thereof (the
"Meeting"), to be held on Friday, October 6, 2000 at Beau Rivage, 875 Beach
Boulevard, Biloxi, Mississippi 39530 at 10:00 a.m., local time, for the purposes
set forth in the foregoing Notice of Annual Meeting of Stockholders (the
"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 materials.
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, stock
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 the Meeting or any adjournments thereof.
This proxy statement, the accompanying proxy, and the Company's annual
report to stockholders for the year ended December 31, 1999 (the "Annual
Report"), were first sent or given to stockholders on or about 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 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.
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BENEFICIAL OWNERSHIP
At the close of business on August 21, 2000, the record date for
determining the stockholders entitled to vote at the Meeting, there were issued
and outstanding and entitled to vote a total of 32,414,815 shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), 926,000
shares of the Company's series "S" preferred stock (the "S Preferred Stock") and
900,000 shares of the Company's series "S-NR" preferred stock (the "S-NR
Preferred Stock"). The S Preferred Stock and the S-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.
A majority of the shares of Voting Stock represented at the Meeting, either in
person or by proxy, and entitled to vote at the Meeting, shall constitute a
quorum for purposes 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.
The following table sets forth, to the Company's knowledge, as of August
21, 2000, based on filings with the Securities and Exchange Commission, the
beneficial ownership of the outstanding Voting Stock held by (i) each person or
entity beneficially owing more than 5% of the shares of Voting Stock, (ii) each
director, nominee, and certain executive officers, individually, and (iii) all
directors and executive officers as a group.
Percent
Name and Address Number of Shares of Voting Stock Owned(1) Percent of Class Voting(1)
- ---------------- ----------------------------------------- ---------------- ---------
Five Percent Holders:
Serco International Limited (2) 1,130,334 Common 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) 1,130,334 Common 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) 1,130,334 Common 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) 3,750,000 Common 11.57% 10.95%
Employee Stock Ownership Plan
Trust Agreement
150 - 153rd Avenue
Madeira Beach, Florida 33708
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Directors and Named Executive Officers:
Deborah A. Vitale, Esquire (3)(4)(5) 5,353,500 Common 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)(7) 3,987,560 Common 12.30% 11.65%
Director, Vice-President
and Assistant Secretary
20018 Westover Avenue
Rocky River, Ohio 44116
Gregory A. Harrison (8) 780,000 Common 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, Austroinvest 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
980,334 shares of Common Stock owned by Serco International Limited;
926,000 shares of S Preferred Stock owned by Austroinvest International
Limited; and 150,000 shares of Common Stock owned by Gaming Invest
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 (the "Trustees"). As of
December 31, 1999, 1,250,000 ESOP shares had been released and 1,000,000
ESOP Shares had been allocated to participants in the ESOP. The
participants in the ESOP are entitled to direct the Trustees as to the
manner in which the ESOP Stock allocated to their respective accounts are
voted, and the Trustees vote the unallocated ESOP Stock. The Trustees are
required to vote the unallocated ESOP Stock in the best interests of ESOP
beneficiaries.
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(4) Includes 53,500 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 as follows: 750,000 shares of Common Stock
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 immediately exercisable
at $0.75 per share, which expire on April 18, 2001.
(5) The options are contingent on the Director remaining a Director for six
months from the date of his or her appointment (unless removed by a vote of
the stockholders or a failure to be nominated to the next Board or unless
unable to serve due to death or by reason of physical or mental
incapacity).
(6) Casino World, Inc. and Mississippi Gaming Corporation are wholly owned
subsidiaries of the Company.
(7) Includes 137,560 directly owned shares of Common Stock; 3,750,000 shares of
unallocated ESOP Stock voted as a Trustee of the ESOP; and options to
purchase 100,000 shares of Common 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 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 consists of five directors whose terms continue until the next
annual meeting of stockholders or until his or her successor is duly elected and
qualified. The Board has nominated the following five persons for election at
the Meeting. Unless otherwise indicated in this proxy statement, the business
address of each nominee is the executive offices of the Company. Certain
information concerning the nominees is set forth below.
Each nominee is, at present, available for election, but if any nominee
should become unavailable, the persons voting the accompanying proxy may, at
their direction, vote for a substitute. The election of
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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 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, each a subsidiary of the
Company. On September 2, 1997, Ms. Vitale was appointed President of Casino
World, Inc. and Mississippi Gaming Corporation. On February 20, 1998, Ms.
Vitale was appointed President and Chief Executive Officer of Europa Cruises
Corporation. Ms. Vitale is a trial attorney, by background, with over twenty
years of experience handling complex civil litigation. 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 as its Director
of Investor Relations. Mr. Duber was elected Vice-President and Assistant
Secretary of the Company in February 1998. Since 1992, Mr. Duber has worked as
a consultant in the trucking industry. Mr. Duber received his Bachelor of
Science Degree from John Carroll University in 1977.
GREGORY A. HARRISON, Ph.D., P.E., was named 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.
JAMES ILLIUS, was named as a Director of the Company on May 20, 1999. Mr.
Illius 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 stock 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 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 Central American operations of Casinos Austria
International, Ltd. From 1980 through 1993, Mr. Zimmerman served as Vice-
President of Finance for the Industrial Controls subsidiary of Emerson Electric
Company. Prior to 1980, Mr. Zimmerman was employed with the public accounting
firm of Fiddler and Co. for seven years.
MEETINGS AND COMMITTEES OF THE BOARD
The Board held thirteen (13) meetings during the year ended December 31,
1999. Each Director attended at least 75% of the total number of Board meetings
during the period for which he or she was a Director. The Board did not have a
compensation or nominating committee during the year ended December 31, 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, 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.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The information listed below is based on a review of reports and other
information furnished to the Company by its directors and officers
(collectively, the "Reporting Persons").
Mr. Zimmerman was granted an option to purchase 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 loan in January, February and March 2000 is treated as 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 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, 1999, received cash compensation in
excess of $100,000 during any of the last three fiscal years.
-7-
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Securities
Underlying
Other Annual Restricted Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Stock Awards SARs Payouts Compensation
Occupation Year ($) ($) ($) ($) ($) ($) ($)
---------- ---- --- ---- --- --- --- --- ---
Deborah Vitale (1) 1999 $125,000 None None None None None None
President and CEO 1998 $125,000 $50,000 None None 750,000 None None
1997 $ 84,135 None None None None None None
Lester E. Bullock (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 None None None None None Car Rental
________________
(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 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 and resigned as a Director. On
March 6, 1998 Mr. Bullock was terminated 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 500,000 shares of Common Stock for $75,000
or $0.15 per share.
DIRECTORS COMPENSATION
In September 1997, the Company ceased paying cash compensation to its non-
employee Directors. The Company has from time to time compensated its non-
employee Directors by granting options to them. During the year ended December
31, 1999, there were no options granted to Directors. Directors are reimbursed
for certain approved expenses incurred in connection with attendance at non-
telephonic Board meetings and non-telephonic committee meetings.
-8-
OPTIONS
During the year ended December 31, 1999, no options were granted to any
officers or directors.
During the year ended December 31, 1999, Deborah Vitale had options to
purchase 1,550,000 shares of Common Stock as follows: 750,000 shares of Common
Stock immediately exercisable at $1.00 per share, which 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 year ended December 31, 1999, John Duber had options to purchase
100,000 shares of Common 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.
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, which expire on March 24, 2003 and which were awarded conditioned on
continued service.
During 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 working capital purposes (the "Vitale Loan"). James Illius, a
Director of the Company, loaned the Company $300,000, half of which was borred
by the Company on November 26, 2998, and the other half of which was borrowed on
December 2, 1998 (the "Illius Loan"). The Vitale Loan and the Illius Loan are
unsecured, non-interest bearing demand loans convertible into shares of Common
Stock. The Vitale Loan is convertible into shares of Common Stock at $0.45 per
share, and the Illius Loan is convertible into shares of Common Stock at $0.30
per share. On the date of the Vitale Loan, the trading price in the over the
counter market for the Company's shares of Common Stock was $0.50 per share.
For the Illius Loan, the trading price in the over the counter market for the
Company's shares of Common Stock was $0.34 per share on November 26, 1998, and
$0.33 per share on December 2, 1998. In July 1999, Mr. Illius received
1,000,000 shares of Common Stock in total repayment of the Illius Loan. In
November 1998, Ms. Vitale received $67,911 in cash in partial prepayment of the
Vitale Loan. Various cash payments were made to Ms. Vitale in January 2000,
February 2000 and March 2000. As of March 31, 200, the Vitale Loan was repaid.
-9-
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of BDO Seidman, LLP, currently serves as the Company's independent
auditors. BDO Seidman, LLP, has served as independent auditors for the Company
since 1990.
OTHER MATTERS
The management is not aware of any matters not referred to in the attached
Notice 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.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any proposal of a stockholder to be presented at the Company's annual
meeting of stockholders in 2001, including the nomination of persons to serve on
the Board, must be received not later than June 8, 2001 to be included in the
proxy materials for that meeting. Stockholders submitting proposals should
submit them in writing and direct them to the 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
Deborah A. Vitale
Chairman of the Board
September 6, 2000 President and Chief Executive Officer
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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 proxies with full power of substitution and revocation Deborah A. Vitale and
John R. Duber, or either of them, to vote all Common Stock or S Preferred Stock
or S-NR Preferred Stock (collectively, the "Voting Stock") of the undersigned in
Europa Cruises Corporation with all of the powers that the undersigned would
have if personally present, at the annual meeting of 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)
-11-
(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 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:______________ 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.