-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fev4sANiJOTV2yL+r+ApvlmJUqOYSmYZ3Xb4AuAUYDmOa/HtPM06Lvx7uQNzxGrA 6RP/uq8j+hV1+NV/vwbe6w== 0000950133-02-002486.txt : 20020703 0000950133-02-002486.hdr.sgml : 20020703 20020703172717 ACCESSION NUMBER: 0000950133-02-002486 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VITALE DEBORAH A CENTRAL INDEX KEY: 0001177085 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1013 PRINCESS STREET CITY: ALEXANDRIA STATE: VA ZIP: 22314 BUSINESS PHONE: 7036836800 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUROPA CRUISES CORP CENTRAL INDEX KEY: 0000844887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 592935476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41506 FILM NUMBER: 02696836 BUSINESS ADDRESS: STREET 1: 150 153RD AVE STE 200 CITY: MADEIRA BEACH STATE: FL ZIP: 33708 BUSINESS PHONE: 8133932885 MAIL ADDRESS: STREET 1: 150 153RD AVE SUITE 200 CITY: MADELIRA BEACH STATE: FL ZIP: 33708 SC 13D 1 w62057sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Europa Cruises Corporation -------------------------- (Name of Issuer) Common Stock ($.001 par value) ------------------------------ (Title of Class of Securities) 298738105 --------- (CUSIP Number) Deborah A. Vitale, 150 - 153rd Avenue, Suite 202 Madeira Beach, FL 33708; (727) 393-2885 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) August 25, 1994 ----------------------- (Date of Event which Requires Filing of Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 CUSIP NO. 298738105 13D -------------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) DEBORAH A. VITALE -------------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------------- 3) SEC USE ONLY -------------------------------------------------------------------------------------- 4) SOURCE OF FUNDS (See Instructions) SC -------------------------------------------------------------------------------------- 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] -------------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 203,500 ---------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY OWNED BY 5,000,000 ---------------------------------------------------- 9) SOLE DISPOSITIVE POWER EACH 203,500 ---------------------------------------------------- REPORTING 10) SHARED DISPOSITIVE POWER PERSON WITH 5,000,000 ---------------------------------------------------- - -------------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,203,000 - -------------------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23% - -------------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON (See Instructions) IN - --------------------------------------------------------------------------------------
2 SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE COMMISSION ACT OF 1934 Introduction ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, $.001 par value, ("Common Stock") of Europa Cruises Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 150 - 153rd Avenue, Suite 202, Madeira Beach, Florida 33708. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is filed by Deborah A. Vitale (the "Reporting Person"), on her own behalf and as a trustee of the Europa Cruises Corporation Employee Stock Ownership Plan ("ESOP") Trust Agreement (the "ESOP Trust"). (b) The Reporting Person's principal business address is 150-153rd Avenue, Suite 202, Madeira Beach, Florida 33708. (c) As of the date of the event requiring this filing, the Reporting Person is the Corporate Secretary and a Director of the Issuer and a trustee of the ESOP Trust. (d) During the five years preceding the date of the event requiring filing of this Schedule 13D, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the five years preceding the date of the event requiring filing of this Schedule 13D, the Reporting Person has neither been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor as a result of such proceeding was or is she subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Participants in the Issuer's ESOP are entitled to direct the trustees of the ESOP Trust as to the manner in which the stock of the Issuer allocated to their accounts is to be voted. Unallocated shares are voted by the trustees of the ESOP Trust. As of the date of the event requiring filing of this Schedule 13D, all 5,000,000 shares under the ESOP were unallocated. Funds used by the ESOP Trust to purchase the Issuer's shares were borrowed from the Issuer. As of the date of the event requiring filing of this Schedule 13D, the Issuer had loaned the ESOP $7,455,000 to purchase 5,000,000 shares to be allocated under the ESOP pursuant to ten-year promissory notes bearing interest at eight percent per annum. In addition, the Reporting Person is the beneficial owner of 3 shares underlying 200,000 exercisable options and 3,500 shares, which have been purchased using personal funds. ITEM 4. PURPOSE OF TRANSACTION All securities of the Issuer beneficially owned by the Reporting Person were acquired for investment purposes. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) The Reporting Person is the beneficial owner of 5,203,500 shares of Common Stock of the Issuer. This holding represents approximately 23.3% of the total of 22,310,306 shares of Common Stock outstanding as of the sate of this filing (based on information disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 21, 1994). (b) As of the date of this filing, the Reporting Person, as a trustee of the ESOP Trust, had the shared power to vote or direct the vote of 5,000,000 shares of Common Stock of the Issuer and the sole power to vote or direct the vote of 203,500 shares of Common Stock of the Issuer. The Reporting Person had the sole power to dispose or to direct the disposition of 203,500 shares of Common Stock of the Issuer. (c) Except as disclosed above in response to Item 3, there have been no transactions in shares of Common Stock by the Reporting Person. (d) Other than the lender in the case of a default by the ESOP under the terms of the promissory notes [attached as exhibits 99.1 and 99.2] and the participants in the ESOP, no other person has the right to receive and power to direct receipt of dividends, or the proceeds from the sale of the 5,000,000 shares of Common Stock of the Issuer held by the ESOP Trust. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description ----------- ----------- 99.1 Promissory Note dated August 21, 1994. 99.2 Promissory Note dated August 25, 1994.
4 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 3, 2002 By: /s/ Deborah A. Vitale ------------------------- Name: Deborah A. Vitale, as Trustee of the ESOP Trust Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see U.S.C. 1001). 5 EX-99.1 3 w62057exv99w1.txt PROMISSORY NOTE DATED AUGUST 21, 1994 EXHIBIT "A" PROMISSORY NOTE August 21, 1994 FOR VALUE RECEIVED, THE EUROPA CRUISES CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN, TRUST AGREEMENT (the "Maker") promises to pay to the order of Europa Cruises Corporation (the "Payee") the principal sum of Four Million Two Hundred Seventy-Five Thousand Dollars ($4,275,000) plus interest thereon at the rate of eight percent (8.0%) per annum. This promissory note is hereinafter referred to as the "Note". SECTION 1. NATURE OF NOTE. This Note is issued pursuant to that certain Loan and Security Agreement of even date herewith (the "Loan and Security Agreement") by and among the Maker and the Payee. All capitalized terms used in this Note which are not otherwise defined herein shall have the meanings assigned to them in the Loan and Security Agreement. SECTION 2. PRINCIPAL AND INTEREST PAYMENTS; MATURITY DATE. The Note shall be paid in ten equal annual installments of principal and accrued interest. The first installment shall be due on August 20, 1995 and each annual installment thereafter shall be due on each August 20 thereafter, through and including August 20, 2004 (the "Maturity Date"). Should any date on which a payment for this Note is due fall on a Saturday, Sunday or holiday, payment shall be due on the next business day. SECTION 4. PAYMENTS; PREPAYMENTS. (a) Payments. All payments hereunder (including any payment or prepayment of interest or principal) shall be made in lawful money of the United States of America to the Payee at the address of the Payee as set forth in Section 6. The Payee shall not have any right to the assets of the Maker other than the assets that the Maker may legally use to make payments pursuant to this Note Section 4975 (d)(3) (and the regulations issued thereunder) of the Internal Revenue Code of 1986, as amended. (b) Prepayment. This Note may be prepaid, in whole or in part, at any time without penalty. Any partial prepayments shall be applied to the next succeeding interest installment due. SECTION 5. EVENT OF DEFAULT; REMEDIES. (a) Default. The Maker's failure to pay any installment under this Note when the same shall become due and the continuation thereafter of such failure for more than 20 days after the Payee gives written notice thereof to the Maker shall constitute an Event of Default hereunder. (b) No Acceleration. There shall be no acceleration of principal and/or interest under any circumstances under this Note. (c) Non-Recourse. This Note shall be without recourse against the Maker except as otherwise permitted under Section 4975(d)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. (d) Costs of Enforcement. If an Event of Default occurs, whether or not the Payee pursues any of the remedies set forth in this Section, the Maker shall be responsible for and shall pay on demand all costs and expenses incurred by the Payee in protecting or enforcing its rights hereunder, including reasonable attorneys' fees. SECTION 6. NOTICE. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be delivered to the parties at the addresses set forth below (or to such other addresses as the parties may specify by due notice to the other): if to the Payee: Europa Cruises Corporation 150 153rd Avenue East, Suite 200 Madeira Beach, Florida 33708 if to the Maker: Europa Cruises Corporation Employee Stock Ownership Trust c/o Victor B. Gersh, Trustee 1150 Connecticut Avenue, N.W. Ninth Floor Washington, D.C. 20036 Notices or other communications given by certified mail, return receipt requested, postage prepaid, shall be deemed given on the day of mailing. Notices or other communications sent in any other manner shall be given only when actually received. SECTION 7. WAIVER OF JURY TRIAL. The Maker hereby (i) covenants and agrees not to elect a trial by jury or any issue triable of right by a jury, and (ii) waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist. SECTION 8. MISCELLANEOUS. No failure or delay by the Payee to insist upon the strict performance of any one or more provisions of this Note, the Loan and Security Agreement, or to exercise any right, power or remedy consequent upon a breach - 2 - thereof or default hereunder shall constitute a waiver thereof, or preclude the Payee from exercising any such right, power or remedy The Maker and other parties liable hereon in any capacity, whether an endorser, surety, guarantor or otherwise, (i) waives its homestead exemption, (ii) waives demand, presentment for payment, protest, notice of dishonor and notice of protest and (iii) agrees that the holder hereof, at any time or times, without notice to it or its consent, may grant extensions of time, without limit to the number or the aggregate period of such extensions, for the payment of any interest due hereon. This Note shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. The invalidity, illegality or unenforceability of any provision of this Note shall not affect or impair the validity, legality or enforceability of any other provision. This Note shall be governed by the laws of the State of Florida without giving effect to conflict of laws provisions. IN WITNESS WHEREOF, the Maker has caused its name to be signed under seal as of the day and year first written above. MAKER: EUROPA CRUISES CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN, TRUST AGREEMENT /s/ DEBORAH A. VITALE /s/ STEPHEN M. TURNER - -------------------------- ------------------------------ Deborah A. Vitale, solely Stephen M. Turner, solely in in her capacity as Trustee his capacity as Trustee of the of the Europa Cruises Europa Cruises Corporation Corporation Employee Stock Employee Stock Ownership Ownership Plan, Trust Plan, Trust Agreement Agreement /s/ VICTOR B. GERSH - ------------------------------ Victor B. Gersh, solely in his capacity as Trustee of the Europa Cruises Corporation Employee Stock Ownership Plan, Trust Agreement - 3 - EX-99.2 4 w62057exv99w2.txt PROMISSORY NOTE DATED AUGUST 24, 1994 EXHIBIT "A" PROMISSORY NOTE August 25, 1994 FOR VALUE RECEIVED, THE EUROPA CRUISES CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN, TRUST AGREEMENT (the "Maker") promises to pay to the order of Europa Cruises Corporation (the "Payee") the principal sum of Three Million One Hundred Eighty Thousand Dollars ($3,180,000) plus interest thereon at the rate of eight percent (8.0%) per annum. This promissory note is hereinafter referred to as the "Note". SECTION 1. NATURE OF NOTE. This Note is issued pursuant to that certain Loan and Security Agreement of even date herewith (the "Loan and Security Agreement") by and among the Maker and the Payee. All capitalized terms used in this Note which are not otherwise defined herein shall have the meanings assigned to them in the Loan and Security Agreement. SECTION 2. PRINCIPAL AND INTEREST PAYMENTS; MATURITY DATE. The Note shall be paid in ten equal annual installments of principal and accrued interest. The first installment shall be due on August 24, 1995 and each annual installment thereafter shall be due on each August 24 thereafter, through and including August 24, 2004 (the "Maturity Date"). Should any date on which a payment for this Note is due fall on a Saturday, Sunday or holiday, payment shall be due on the next business day. SECTION 4. PAYMENTS; PREPAYMENTS. (a) Payments. All payments hereunder (including any payment or prepayment of interest or principal) shall be made in lawful money of the United States of America to the Payee at the address of the Payee as set forth in Section 6. The Payee shall not have any right to the assets of the Maker other than the assets that the Maker may legally use to make payments pursuant to this Note Section 4975 (d)(3) (and the regulations issued thereunder) of the Internal Revenue Code of 1986, as amended. (b) Prepayment. This Note may be prepaid, in whole or in part, at any time without penalty. Any partial prepayments shall be applied to the next succeeding interest installment due. SECTION 5. EVENT OF DEFAULT; REMEDIES. (a) Default. The Maker's failure to pay any installment under this Note when the same shall become due and the continuation thereafter of such failure for more than 20 days after the Payee gives written notice thereof to the Maker shall constitute an Event at Default hereunder. (b) No Acceleration. There shall be no acceleration of principal and/or interest under any circumstances under this Note. (c) Non-Recourse. This Note shall be without recourse against the Maker except as otherwise permitted under Section 4975(d)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. (d) Costs of Enforcement. If an Event of Default occurs, whether or not the Payee pursues any of the remedies set forth in this Section, the Maker shall be responsible for and shall pay on demand all costs and expenses incurred by the Payee in protecting or enforcing its rights hereunder, including reasonable attorneys' fees. SECTION 6. NOTICE. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be delivered to the parties at the addresses set forth below (or to such other addresses as the parties may specify by due notice to the other): if to the Payee: Europa Cruises Corporation 150 153rd Avenue East, Suite 200 Madeira Beach, Florida 33708 if to the Maker: Europa Cruises Corporation Employee Stock Ownership Trust c/o Victor B. Gersh, Trustee 1150 Connecticut Avenue, N.W. Ninth Floor Washington, D.C. 20036 Notices or other communications given by certified mail, return receipt requested, postage prepaid, shall be deemed given on the day of mailing. Notices or other communications sent in any other manner shall be given only when actually received. SECTION 7. WAIVER OF JURY TRIAL. The Maker hereby (i) covenants and agrees not to elect a trial by jury or any issue triable of right by a jury, and (ii) waives any right to trial by - 2 - jury fully to the extent that any such right shall now or hereafter exist. SECTION 8. MISCELLANEOUS. No failure or delay by the Payee to insist upon the strict performance of any one or more provisions of this Note, the Loan and Security Agreement, or to exercise any right, power or remedy consequent upon a breach thereof or default hereunder shall constitute a waiver thereof, or preclude the Payee from exercising any such right, power or remedy. The Maker and other parties liable hereon in any capacity, whether an endorser, surety, guarantor or otherwise, (i) waives its homestead exemption, (ii) waives demand, presentment for payment, protest, notice of dishonor and notice of protest and (iii) agrees that the holder hereof, at any time or times, without notice to it or its consent, may grant extensions of time, without limit to the number or the aggregate period of such extensions, for the payment of any interest due hereon. This Note shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. The invalidity, illegality or unenforceability of any provision of this Note shall not affect or impair the validity, legality or enforceability of any other provision. This Note shall be governed by the laws of the State of Florida without giving effect to conflict of laws provisions. IN WITNESS WHEREOF, the Maker has caused its name to be signed under seal as of the day and year first written above. MAKER: EUROPA CRUISES CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN, TRUST AGREEMENT /s/ DEBORAH A. VITALE /s/ STEPHEN M. TURNER - ------------------------------- ------------------------------ Deborah A. Vitale, solely Stephen M. Turner, solely in in her capacity as Trustee his capacity as Trustee of the of the Europa Cruises Europa Cruises Corporation Corporation Employee Stock Employee Stock Ownership Plan, Ownership Plan, Trust Trust Agreement Agreement /s/ VICTOR B. GERSH - ------------------------------- Victor B. Gersh, solely in his capacity as Trustee of the Europa Cruises Corporation Employee Stock Ownership Plan, Trust Agreement - 3 - -----END PRIVACY-ENHANCED MESSAGE-----