Europa Cruises Corporation Refutes Statements Made By Two Current
Directors of the Company
MADEIRA BEACH, Fla., June 5 /PRNewswire-FirstCall/ -- Europa Cruises Corporation (OTC Bulletin Board: KRUZ - News) reported that certain material
statements made by two of its current directors and upon which shareholders might reasonably rely in deciding to buy, sell or hold the Company's stock, are false.
There are currently two separate groups engaged in Consent actions to change the Company's Board of Directors. The Company takes no position with respect to
these Consent actions. However, the Company has been advised by outside securities counsel, that it cannot allow material, misleading statements made by directors
of the Company with respect to the Company's Employee Stock Ownership Plan (ESOP) to go uncorrected inasmuch as the statements expose the Company to
liability and inasmuch as such statements could have a material effect on a shareholder's decision to buy, sell, or hold their stock.
Two current directors of the Company, John Duber and James Illius, have stated to shareholders, both orally and in writing, their belief that "over five million shares
of stock held in the Employee Stock Ownership Plan (ESOP) were improperly voted by Deborah Vitale, as a Trustee in breach of her fiduciary duties and in
opposition to the directions given by plan participants ...." (See Press Release dated May 31, 2002 published by the Committee of Concerned Europa Stockholders.)
There is no factual basis whatsoever for such a statement or belief. Nor has any Court rendered any opinion or suggested that Deborah Vitale "improperly voted"
ESOP shares as the Committee has further suggested. Any contention that Deborah Vitale, a Trustee of the Company's ESOP, voted over 5,000,000 ESOP shares
is false. Likewise, any contention that Deborah Vitale voted ESOP shares in opposition to directions given by plan participants, is equally false.
The Company regrets any distress such statements have caused the Company's current or former ESOP employees. The Company can assure its employees that it
is aware of no attempt by any current Trustee to vote the ESOP's allocated shares in opposition to directions of Plan participants. On the contrary, the Company's
current and former employees should take comfort in knowing that this Company has an unblemished history with respect to its handling of the ESOP.
There are approximately 5,000,000 Employee Stock Ownership Plan (ESOP) shares. Of these, approximately 3,500,000 are unallocated and 1,500,000 are allocated
to Plan participants. The trustees determine how to vote only the 3,500,000 unallocated shares. Mr. Duber and Ms. Vitale, the current co-trustees of the Plan, have
both cast votes on behalf of the unallocated shares in identical amounts. There has been no attempt by either Trustee to vote 5,000,000 ESOP shares. The 1,500,000
allocated shares are voted by the Trustees only as directed by the Plan participants. To date, only 116,707 of such shares have been voted by Deborah Vitale, a
Trustee, pursuant to instructions from Plan participants. There has been no attempt by any Trustee to vote 1,500,000 allocated ESOP shares in opposition to
directions given by plan participants. |
