-----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, RvHbQky4fRIHEsqZMCyFXYEts7qbafAszJyAZTZUbp8D8r7Z9GEJpUYLMsLMVweL v9eBL898l/AmEwZYuJhQkg== 0000912057-97-030611.txt : 19970918 0000912057-97-030611.hdr.sgml : 19970918 ACCESSION NUMBER: 0000912057-97-030611 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970912 SROS: NONE GROUP MEMBERS: JACK JEVNE GROUP MEMBERS: MAMMOTH CONSTRUCTION CO INC RETIREMENT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EUROPA CRUISES CORP CENTRAL INDEX KEY: 0000844887 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 592935476 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41506 FILM NUMBER: 97679459 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAMMOTH CONSTRUCTION CO INC RETIREMENT TRUST CENTRAL INDEX KEY: 0001042458 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1254 EAST VALLEY ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 8059696808 MAIL ADDRESS: STREET 1: 1254 EAST VALLEY ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93108 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Europa Cruises Corp. -------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share -------------------------------------------------------- (Title of Class of Securities) 298738105 -------------------------------------------------------- (CUSIP Number) Stephen D. Silbert, Esq. CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP 2121 Avenue of the Stars, 18th Floor Los Angeles, California 90067 (310) 553-3000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 1997 ------------ (Date of Event Which Requires Filing Of This Statement) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX / /. CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT / /. (A FEE IS NOT REQUIRED ONLY IF THE REPORTING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS. (SEE RULE 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). (Continued on following page(s) - ----------------------------- ----------------------------- CUSIP No. 13D Page 2 of ____ Pages - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSON MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------- Number of Shares (7) SOLE VOTING POWER Beneficially Owned 1,404,363 by Each Reporting -------------------------------------------------- Person With (8) SHARED VOTING POWER -0- -------------------------------------------------- (9) SOLE DISPOSITIVE POWER 1,404,363 -------------------------------------------------- (10) SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,404,363 - ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* EP - ------------------------------------------------------------------------------- (1) Based upon 27,184,452 shares of Common Stock outstanding as of June 30, 1997 as reported by the issuer in its Form 10QSB for the quarter ended June 30, 1997. *SEE INSTRUCTION BEFORE FILLING OUT! - ----------------------------- ----------------------------- CUSIP No. 13D Page 3 of ____ Pages - ------------------------------------------------------------------------------- (15) NAMES OF REPORTING PERSON JACK JEVNE S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON - ------------------------------------------------------------------------------- (16) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------- (17) SEC USE ONLY - ------------------------------------------------------------------------------- (18) SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- (19) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (20) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- Number of Shares (21) SOLE VOTING POWER Beneficially Owned 65,000 by Each Reporting -------------------------------------------------- Person With (22) SHARED VOTING POWER -0- -------------------------------------------------- (23) SOLE DISPOSITIVE POWER 65,000 -------------------------------------------------- (24) SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------- (25) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,000 - ------------------------------------------------------------------------------- (26) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- (27) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2% - ------------------------------------------------------------------------------- (28) TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- (1) Based upon 27,184,452 shares of Common Stock outstanding as of June 30, 1997 as reported by the issuer in its Form 10QSB for the quarter ended June 30, 1997. *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement on Schedule 13D (this "Statement") relates is the Common Stock, par value $.001 per share (the "Common Stock"), of Europa Cruises Corp., a Delaware corporation ("Europa"), with its principal executive offices located at 150-153rd Avenue East, Suite 200, Madiera Beach, Florida 33708. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Mammoth Construction Company, Inc. Retirement Trust, a trust organized under the laws of the State of California ("Mammoth"), and Jack Jevne. Mammoth and Mr. Jevne are jointly filing this Schedule because they may be considered to be a group. Mammoth is a corporate retirement trust, of which Jack Jevne is the sole trustee. Mr. Jevne's principal occupation is as a private investor. The business address of Mammoth and Mr. Jevne is 1254 East Valley Road, Santa Barbara, California 93108. Mr. Jevne is a U.S. citizen. During the last five years, neither Mammoth nor Jack Jevne has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. During the period of January 1994 through April 1994, Mammoth loaned Albermarle Investments and Consulting Group S.A. ("Albermarle") an aggregate of $1,301,000. On May 31, 1997 Albermarle repaid the loan by transferring 604,363 shares of Common Stock to Mammoth and granting Mammoth a ten year option (the "Albermarle Option") to purchase an additional 400,000 shares of Europa Common Stock. In addition, in connection with the repayment of the loan, Avalon Investments S.A. ("Avalon"), an affiliate of Albermarle, granted Mammoth a ten year option (the "Avalon Option") to purchase 400,000 shares of Europa Series S 8% PIK Convertible Preferred Stock (the "Preferred Stock"). Each share of Preferred Stock is presently convertible into one share of Europa Common Stock. In the case of each of the Albermarle Option and the Avalon Option, the exercise price is $3.00 per share. Mammoth has agreed with Albermarle and Avalon that any proceeds in excess of $3.00 per share realized on the shares purchased by Mammoth pursuant to the Albermarle Option and the Avalon Option will be divided equally between Mammoth and Albermarle, in the case of the Albermarle Option, and Mammoth and Avalon, in the case of the Avalon Option. - 4 - On April 25, 1996, Jack Jevne purchased 65,000 shares of Europa Common Stock for $50,000. ITEM 4. PURPOSE OF TRANSACTION. Mammoth acquired the Common Stock, the Avalon Option and Albermarle Option for the purpose of facilitating an investment in Europa. The transaction was a repayment of debt owed by Avalon to Mammoth. Jack Jevne acquired the Common Stock for investment purposes. Mammoth and Mr. Jevne agreed to act together in order to influence management and seek to elect Jack Jevne to the Board of Directors of Europa. Mr. Jevne became a director of Europa on September 1, 1997. Mammoth and Mr. Jevne will continue to evaluate Europa's business and prospects and may determine to acquire additional shares of Common Stock or dispose of all or a portion of the Common Stock owned by them. In making any such determination, Mammoth and Mr. Jevne will also take into account, among other things, other available business opportunities, general economic conditions and money and stock market conditions. Except to the extent indicated above, Mammoth and Jack Jevne presently have no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Europa or the deposition of securities of Europa; (b) an extraordinary corporation transaction, such as a merger, reorganization or liquidation, involving Europa or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Europa or any of its subsidiaries; (d) any changes in the present Board of Directors or management of Europa, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of Europa; (f) any other material change in Europa's business or corporate structure; (g) changes in Europa's charter or bylaws or other actions which may impede the acquisition of control of Europa by any person; (h) causing a class of securities of Europa to be deleted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered notarized securities association; (i) a class of equity securities of Europa becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mammoth beneficially owns 1,404,363 shares of Common Stock, of which 664,236 shares are owned outright by Mammoth, 400,000 shares are beneficially owned pursuant to the Albermarle Option and 400,000 shares are beneficially owned pursuant to the Avalon Option. The 1,404,363 shares of Common Stock beneficially owned by Mammoth represent approximately 5.0% of the Common Stock (calculated in accordance with Rule - 5 - 13d-3 and based on the number of shares of Common Stock reported as outstanding in the Europa's Form 10QSB for the quarter ended June 30, 1997). Jack Levne beneficially owns 65,000 shares of Common Stock which represents approximately .2% of the Common Stock (calculated in accordance with Rule 13d-3 and based on the number of shares of Common Stock reported as outstanding in Europa's Form 10QSB for the quarter ended June 30, 1997). (b) Mammoth and Mr. Jevne each has the sole power to vote, or direct the voting of, and to dispose, or direct the disposition of, the shares of Common Stock beneficially owned by it. Mammoth has the sole power to vote, or direct the voting of, and to dispose or direct the disposition of, the shares of Common Stock underlying the Albermarle Option and the Avalon Option (including the Common Stock which may be acquired upon the conversion of the Preferred Stock which may be acquired upon exercise of the Avalon Option). (c) There have been no transactions in the Common Stock by Mammoth or Mr. Jevne within the last 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Mammoth is a party to the Albermarle Option and the Avalon Option, which are Exhibit 99.01 and 99.02 hereto, respectively, and incorporated herein by this reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION - ------- ----------- 99.01 Stock Option Grant Agreement dated as of May 31, 1997 by and between Albermarle and Mammoth. 99.02 Stock Option Grant Agreement dated as of May 31, 1997 by and between Avalon and Mammoth. 99.03 Joint Filing Agreement dated as of September 9, 1997 between Mammoth and Jack Jevne. - 6 - SIGNATURE 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. September 9, 1997 MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST By: /s/ --------------------------- Jack Jevne, Trustee September 9, 1997 /s/ ------------------------------- Jack Jevne - 7 - EX-99.01 2 EXHIBIT 99.01 - STOCK OPTION GRANT IRREVOCABLE PROXY EUROPA CRUISES CORPORATION Number of Shares Class and Series - ---------------- ---------------- 400,000 Common Cusip 298738-10-5 The undersigned, as record holder of the shares of stock of EUROPA CRUISES CORPORATION, a Delaware corporation, described above, revokes any previous proxies and irrevocably appoint Jack Jevne. Trustee of the MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST UNDER PLAN DTD 2-1-89, as the undersigned's proxy to attend all shareholders' meetings and to vote, execute consents and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present until May 31, 2007. The proxy holder will have full power of substitution and revocation This proxy is irrevocable, is coupled with an interest and is made pursuant to an Option Grant Agreement dated May 31, 1997, in which the shares described above have been optioned to the Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 and this proxy is given as part of that option. Dated May 31, 1997 /s/ --------------------------------------- Peter E. Desjardins, President Albermarle Investments and Consulting Group S A. EUROPA CRUISES CORPORATION STOCK OPTION GRANT AGREEMENT This Stock Option Grant Agreement (the "Agreement") is entered into as of May 31, 1997, and is by and between Albermarle Investments and Consulting Group S.A. ("Optionor") and Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 ("Optionee"). R E C I T A L S A. For a consideration of an exercise price of $3.00 U.S. per share, plus a 50-50 share in any profit realized by optionee above $3.00 U.S. per share for the life of the option, the Optionor desires to grant to the Optionee options to acquire 400,000 shares of common stock (the "Stock") of Europa Cruises Corporation. AGREEMENT In consideration of the foregoing, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Optionor and the Optionee hereby agree as follows: 1. GRANT OF OPTIONS. The Optionor hereby grants to the Optionee options (the "Options") to acquire an aggregate of 400,000 common shares of Stock at an exercise price of $3.00 U.S. per share (the "Exercise Price"), subject to adjustment as provided herein. Except as otherwise provided herein all Options granted hereunder shall expire on the tenth anniversary of the date hereof and no Options may be exercised after such date. In connection with the grant of the Options, the Optionor concurrently herewith is executing an irrevocable Proxy to Jack Jevne, Trustee of Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 to vote the Stock. The Optionor represents that it has good and valid title to the Stock, free and clear of any liens, encumbrances and/or restrictions. 2. EXERCISABILITY OF OPTIONS The Options shall be exercisable in whole or in part at any time from and after the date hereof. 3. EXERCISE OF OPTIONS. ln order to exercise the Options, the Optionee shall from time to time, give written notice to the Optionor specifying the number of shares of Stock to be purchased pursuant to such exercise of Options. Such notice shall be accompanied by payment of the Exercise Price as provided in Paragraph 4 hereof. 4. PAYMENT OF EXERCISE PRICE. The Exercise Price shall be paid to the Optionor at the time of delivery of notice of exercise of the Options in cash (by check, money order or wire transfer). 5. LEGEND ON STOCK. The parties hereto agree that the Stock will at all times carry and be encumbered by the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION AGREEMENT IN FAVOR OF JACK JEVNE, TRUSTEE OF THE MAMMOTH CONSTRUCTION COMPANY, INC RETIREMENT TRUST UNDER PLAN DTD 2-1-89, WHICH ENABLES SUCH OPTIONEE TO PURCHASE ANY OR ALL OF THE SHARES REPRESENTED BY THIS CERTIFICATE AT ANY TIME ON OR BEFORE MAY 31, 2007. SUCH Option AGREEMENT PROVIDES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN ANY WAY (WHETHER BY OPERATION OF LAW OR OTHERWISE) UNTIL THE EARLIER OF THE EXERCISE OF THE OPTION WITH RESPECT TO SHARES REPRESENTED BY ITS CERTIFICATE OR MAY 31, 2007. SUCH OPTIONEE HAS ALSO BEEN GRANTED AN lRREVOCABLE PROXY TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE. The parties hereto agree to advise the transfer agent for the Stock of the foregoing and that the Stock may not be transferred. 6. TRANSFERABILITY OF OPTIONS; NON-TRANSFERABILITY OF STOCK. The Options granted hereunder may be transferred, assigned, pledged or hypothecated. The Stock may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) unless and until either the earlier of the execution of the Option or, with respect to Stock as to which the Options are exercised, upon such exercise. 7. ADJUSTMENTS IN EVENT OF CHANGES IN STOCK. In the event of any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the Stock, the number and class of shares or other consideration which thereafter may be acquired upon exercise of the Options, the Exercise Price, and any other terms of this Agreement which require adjustment (including, without limitation, relating to the Stock or other securities, cash or other consideration which may be acquired upon exercise of the Options) shall be appropriately adjusted consistent with such change. 8. NOTICES. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been given or made if in writing and delivered personally, delivered by reputable overnight courier, or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address as a party may specify by notice given pursuant to this Section): - 2 - If to the Optionor: Albermarle Investments and Consulting Group S.A. c/o Peter E. Desjardins 1301 Arbift Tower, P.O. Box 5724 Dubai, United Arab Emirates If to the Optionee: Mammoth Construction Company, Inc. Retirement Trust Jack Jevne 1254 East Valley Road Santa Barbara, CA 93108 and such notice or communications shall be deemed to have been given when delivered personally, one day after being deposited with an overnight courier, or three days after being mailed (with the first day of this three day period being the day following mailing). 9. COUNTERPARTS. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument 10. GOVERNING LAWS. This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of California, without regard to choice of law principles. Each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California located in Santa Barbara County, California and the U.S. District Court located in and for the Central District of California (the "California Courts") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby and agrees not to commence any litigation relating thereto except in California Courts, waives any objections to the laying of venue of any such litigation in the California Courts and agrees not to plead or claim in any California Court that such litigation has been brought in an inconvenient forum. The prevailing party in such litigation shall be entitled to attorneys' fees and costs. 11. AMENDMENT. Except as provided herein, this Agreement may be amended, modified, or supplemented only by a writing signed by the Optionor and the Optionee. 12. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successors of the Optionor and any authorized successors and assigns of the Optionee. - 3 - The undersigned have caused this Agreement to be executed as of the date first above written. OPTIONOR /s/ ---------------------------------------------- Peter E. Desjardins, President Albermarle Investments and Consulting Group S.A. OPTIONEE /s/ ---------------------------------------------- Jack Jevne Mammoth Construction Company, Inc Retirement Trust EX-99.02 3 EXHIBIT 99.02 - STOCK OPTION GRANT IRREVOCABLE PROXY EUROPA CRUISES CORPORATION Number of Shares Class and Series - ---------------- ---------------- 400,000 Series S 8% PIK Convertible Preferred--Each share convertible into one common share The undersigned, as record holder of the shares of stock of EUROPA CRUISES CORPORATION, a Delaware corporation, described above, revokes any previous proxies and irrevocably appoint Jack Jevne, Trustee of the MAMMOTH CONSTRUCTION COMPANY INC. RETIREMENT TRUST UNDER PLAN DTD 2-1-89, as the undersigned's proxy to attend all shareholders' meetings and to vote, execute consents and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present until May 31, 2007. The proxy holder will have full power of substitution and revocation This proxy is irrevocable, is coupled with an interest and is made pursuant to an Option Grant Agreement dated May 31, 1997, in which the shares described above have been optioned to the Mammoth Construction Company Inc. Retirement Trust under plan DTD 2-1-89 and this proxy is given as part of that option. Dated May 31, 1997 /s/ --------------------------------------- Peter E. Desjardins, President Avalon Investment S.A. EUROPA CRUISES CORPORATION STOCK OPTION GRANT AGREEMENT This Stock Option Grant Agreement (the "Agreement") is entered into as of May 31, 1997, and is by and between Avalon Investment S.A. ("Optionor") and Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 ("Optionee"). R E C I T A L S A. For a consideration of an exercise price of $3.00 U.S. per share, plus a 50-50 share in any profit realized by optionee above $3.00 U. S. per share for the life of the option, the Optionor desires to grant to the Optionee options to acquire 400,000 shares of Series S 8% PIK Convertible Preferred Stock (the "Stock") of Europa Cruises Corporation. AGREEMENT In consideration of the foregoing, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Optionor and the Optionee hereby agree as follows: 1. GRANT OF OPTIONS. The Optionor hereby grants to the Optionee options (the "Options") to acquire an aggregate of 400,000 shares of Series S 8% PIK Convertible Preferred Stock at an exercise price of $3.00 U.S. per share (the "Exercise Price"), subject to adjustment as provided herein. Except as otherwise provided herein all Options granted hereunder shall expire on the tenth anniversary of the date hereof and no Options may be exercised after such date. In connection with the grant of the Options, the Optionor concurrently herewith is executing an irrevocable Proxy to Jack Jevne, Trustee of Mammoth Construction Company, Inc. Retirement Trust under plan DTD 2-1-89 to vote the Stock. The Optionor represents that it has good and valid title to the Stock, free and clear of any liens, encumbrances and/or restrictions. 2. EXERCISABILITY OF OPTIONS The Options shall be exercisable in whole or in part at any time from and after the date hereof. 3. EXERCISE OF OPTIONS. In order to exercise the Options, the Optionee shall, from time to time, give written notice to the Optionor specifying the number of shares of Stock to be purchased pursuant to such exercise of Options. Such notice shall be accompanied by payment of the Exercise Price as provided in Paragraph 4 hereof. 4. PAYMENT OF EXERCISE PRICE. The Exercise Price shall be paid to the Optionor at the time of delivery of notice of exercise of the Options in cash (by check, money order or wire transfer). 5. LEGEND ON STOCK. The parties hereto agree that the Stock will at all times carry and be encumbered by the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION AGREEMENT IN FAVOR OF JACK JEVNE, TRUSTEE OF THE MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST UNDER PLAN DTD 2- 1-89 WHICH ENABLES SUCH OPTIONEE TO PURCHASE ANY OR ALL OF THE SHARES REPRESENTED BY THIS CERTIFICATE AT ANY TIME ON OR BEFORE MAY 31, 2007. SUCH OPTION AGREEMENT PROVIDES THAT THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN ANY WAY (WHETHER BY OPERATION OF LAW OR OTHERWISE) UNTIL THE EARLIER OF THE EXERCISE OF THE OPTION WITH RESPECT TO SHARES REPRESENTED BY THIS CERTIFICATE OR MAY 31, 2007. SUCH OPTIONEE HAS ALSO BEEN GRANTED AN IRREVOCABLE PROXY TO VOTE THE SHARES REPRESENTED BY THIS CERTIFICATE. The parties hereto agree to advise the transfer agent for the Stock of the foregoing and that the Stock may not be transferred. 6. TRANSFERABILITY OF OPTIONS; NON-TRANSFERABILITY OF STOCK. The Options granted hereunder may be transferred, assigned, pledged or hypothecated. The Stock may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) unless and until either the earlier of the execution of the Option or, with respect to Stock as to which the Options are exercised, upon such exercise. 7. ADJUSTMENTS IN EVENT OF CHANGES IN STOCK. In the event of any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the Stock, the number and class of shares or other consideration which thereafter may be acquired upon exercise of the Options, the Exercise Price, and any other terms of this Agreement which require adjustment (including, without limitation, relating to the Stock or other securities, cash or other consideration which mat be acquired upon exercise of the Options) shall be appropriately adjusted consistent with such change. 8. NOTICES. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been given or made if in writing and delivered personally, delivered by reputable overnight courier, or sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses (or at such other address as a party may specify by notice given pursuant to this Section): -2- If to the Optionor Avalon Investments S.A. c/o Peter E. Desjardins 1301 Arbift Tower, P.O. Box 5725 Dubai, United Arab Emirates If to the Optionee Mammoth Construction Company, Inc. Retirement Trust Jack Jevne 1254 East Valley Road Santa Barbara, CA 93108 and such notice or communications shall be deemed to have been given when delivered personally, one day after being deposited with an overnight courier, or three days after being mailed (with the first day of this three day period being the day following mailing). 9. COUNTERPARTS. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. 10. GOVERNING LAWS. This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of California, without regard to choice of law principles. Each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California located in Santa Barbara County, CaLifornia and the U.S. District Court located in and for the Central District of California (the "California Courts") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby and agrees not to commence any litigation relating thereto except in California Courts, waives any objections to the laying of venue of any such litigation in the California Courts and agrees not to plead or claim in any California Court that such litigation has been brought in an inconvenient forum. The prevailing party in such litigation shall be entitled to attorneys' fees and costs. 11. AMENDMENT. Except as provided herein, this Agreement may be amended, modified, or supplemented only by a writing signed by the Optionor and the Optionee. 12. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of any successors of the Optionor and any authorized successors and assigns of the Optionee. -3- The undersigned have caused this Agreement to be executed as of the date first above written. OPTIONOR /s/ ------------------------------------ Peter E. Desjardins, President Avalon Investments S.A. OPTIONEE /s/ ------------------------------------ Jack Jevne Mammoth Construction Company, Inc. Retirement Trust -4- EX-99.03 4 EXHIBIT 99.03 - JOINT FILING AGREEMENT JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D with respect to the beneficial ownership by the undersigned of shares of Europe Cruises Corp. is being filed by Mammoth Construction Company, Inc. Retirement Trust and Jack Jevne on behalf of the undersigned. Any amendments to the Schedule 13D may be filed on behalf of the undersigned by either or both of the undersigned. Dated: September 9, 1997 MAMMOTH CONSTRUCTION COMPANY, INC. RETIREMENT TRUST By: /s/ --------------------------------- Jack Jevne, Trustee /s/ --------------------------------- Jack Jevne -----END PRIVACY-ENHANCED MESSAGE-----