8-K

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported): July 30, 2002

American Classic Voyages Co.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-9264	31-0303330
(Commission File Number)	(IRS Employer Identification Number)
Two North Riverside Plaza, Suite 600 Chicago, Illinois (Address of Principal Executive Offices)	60606 (Zip Code)

(312) 466-3171
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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Item 5. Other Events.

     As previously reported, on October 19, 2001, American Classic Voyages Co. (the “Company”) filed a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On October 22, 2001, all of the Company’s subsidiaries other than Oceanic Ship Co., Project America, Inc., Project America Ship I, Inc. and Project America Ship II, Inc. (the “Non-Filing Subsidiaries”) filed a voluntary petition for bankruptcy protection under Chapter 11 in the Bankruptcy Court. On October 22, 2001, the Non-Filing Subsidiaries ceased all operations and the secured creditor, Holland America Line, took possession of the ms Patriot (the primary asset of Oceanic Ship Co.) in connection with the uncontested foreclosure of its maritime lien on the vessel. All subsidiaries of the Company other than the Non-Filing Subsidiaries are hereinafter referred to as the “Filing Subsidiaries.”

     Pursuant to the requirements of the previously disclosed filings under Chapter 11, on July 31, 2002, each of the Company and the Filing Subsidiaries filed a monthly operating report for the month ended June 30, 2002 (a “June 2002 Monthly Operating Report,” and collectively, the “Reports”) with the U.S. Trustee Office.

     On July 30, 2002, the Debtors filed a Joint Plan of Liquidation of American Classic Voyages Co., et al (the "Plan"). The Plan, attached as Exhibit 2 hereto, seeks to resolve and satisfy all claims against and interests in TDQS Co., f/k/a the Delta Queen Steamboat Co., and certain other Debtors. In addition, the Plan seeks to convert the Chapter 11 Cases of the Company and certain other Debtors (the "Converting Debtors") to chapter 7 liquidations because the Converting Debtors have little or no assets in which the Debtors have any equity. Accordingly, with respect to the Converting Debtors, the Plan shall Constitute a motion to convert their Chapter 11 Cases to chapter 7 Liquidations. The associated Disclosure Statement is expected to be filed by the Debtors with the Court on or about August 6, 2002.

     The financial data included in the Reports is not audited. The Reports are in a format prescribed by applicable bankruptcy laws. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Reports are complete or presented on a basis consistent with the Company’s previous periodic filings. The Reports also contain information for periods different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (“the Exchange Act”). This information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in any of the Reports should not be viewed as indicative of future results.

2

     Copies of the Reports filed by each of the Company and the Filing Subsidiaries on July 31, 2002, are attached as Exhibits 99.1 through Exhibit 99.20 hereto.(1)

Item 7. Exhibits.

Exhibit Number	Exhibit
2	American Classic Voyages Co. Joint Plan of Liquidation filed July 30, 2002
99.1	American Classic Voyages Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.2	Great Ocean Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.3	Great AQ Steamboat, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.4	Cape May Light, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.5	Cape Cod Light, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.6	Great River Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.7	Delta Queen Coastal Voyages, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.8	DQSC Property Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.9	Cruise America Travel, Incorporated June 2002 Monthly Operating Report, filed July 31, 2002

(1)  The Reports are included herein in their entirety except for Attachment 3 - Bank and Investment Account Statements (“Attachment 3”), which has been omitted. A summary of the activity presented on the respective Attachments 3 is included on the respective Attachments 2 — Schedule of Receipts and Disbursements for each of the Company and the Filing Subsidiaries.

3

99.10	AMCV Cruise Operations, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.11	CAT II, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.12	Great Independence Ship Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.13	The Delta Queen Steamboat Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.14	Great Hawaiian Properties Corporation June 2002 Monthly Operating Report, filed July 31, 2002
99.15	Ocean Development Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.16	AMCV Holdings, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.17	DQSB II, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.18	Great Hawaiian Cruise Line, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.19	American Hawaii Properties Corporation June 2002 Monthly Operating Report, filed July 31, 2002
99.20	Great Pacific NW Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002

4

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN CLASSIC VOYAGES CO.
Date: August 6, 2002	By: /s/ JORDAN B. ALLEN
	Jordan B. Allen, Executive Vice President and General Counsel

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Exhibit Index

Exhibit Number	Exhibit
2	American Classic Voyages Co. Joint Plan of Liquidation filed July 30, 2002
99.1	American Classic Voyages Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.2	Great Ocean Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.3	Great AQ Steamboat, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.4	Cape May Light, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.5	Cape Cod Light, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.6	Great River Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.7	Delta Queen Coastal Voyages, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002
99.8	DQSC Property Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.9	Cruise America Travel, Incorporated June 2002 Monthly Operating Report, filed July 31, 2002
99.10	AMCV Cruise Operations, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.11	CAT II, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.12	Great Independence Ship Co. June 2002 Monthly Operating Report, filed July 31, 2002

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99.13	The Delta Queen Steamboat Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.14	Great Hawaiian Properties Corporation June 2002 Monthly Operating Report, filed July 31, 2002
99.15	Ocean Development Co. June 2002 Monthly Operating Report, filed July 31, 2002
99.16	AMCV Holdings, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.17	DQSB II, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.18	Great Hawaiian Cruise Line, Inc. June 2002 Monthly Operating Report, filed July 31, 2002
99.19	American Hawaii Properties Corporation June 2002 Monthly Operating Report, filed July 31, 2002
99.20	Great Pacific NW Cruise Line, L.L.C. June 2002 Monthly Operating Report, filed July 31, 2002

7 EX-2 3 g77469exv2.txt JOINT PLAN OF LIQUIDATION Exhibit 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 AMERICAN CLASSIC VOYAGES CO., et al., ) Case No. 01-10954 (JCA) ) Jointly Administered Debtors. ) - ---------------------------------------------- JOINT PLAN OF LIQUIDATION OF AMERICAN CLASSIC VOYAGES CO., ET AL. ----------------------------------------------------------------- Francis A. Monaco (No. 2078) Joseph J. Bodnar (No. 2512) WALSH, MONZACK AND MONACO, P.A. 1201 Orange Street, Suite 400 Wilmington, DE 19801 (302) 656-8162 -and- David S. Heller Josef S. Athanas LATHAM & WATKINS Suite 5800 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-7700 Attorneys for the Debtors and Debtors-in-Possession Dated: July 30, 2002 TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTIONS.................................................4 A. Scope of Definitions....................................................................................4 B. Definitions.............................................................................................4 1.1 Administrative Claim.............................................................................4 1.2 Administrative Claims Bar Date...................................................................4 1.3 Allowed [ ] Claim or Allowed [ ] Interest....................................................4 1.4 Allowed Claim or Allowed Interest................................................................5 1.5 AMCV.............................................................................................5 1.6 Assets...........................................................................................5 1.7 Asset Sale.......................................................................................5 1.8 Assumed MARAD Notes..............................................................................6 1.9 Available Cash...................................................................................6 1.10 Bankruptcy Code..................................................................................6 1.11 Bankruptcy Court.................................................................................6 1.12 Bankruptcy Rules.................................................................................6 1.13 Bar Date.........................................................................................6 1.14 Business Day.....................................................................................7 1.15 Cash.............................................................................................7 1.16 Chapter 11 Cases.................................................................................7 1.17 Claim............................................................................................7 1.18 Class............................................................................................7 1.19 Confirmation.....................................................................................7 1.20 Confirmation Date................................................................................7 1.21 Confirmation Hearing.............................................................................7 1.22 Confirmation Order...............................................................................7 1.23 Convenience Claims...............................................................................7 1.24 Converting Debtor(s).............................................................................8 1.25 Creditor(s)......................................................................................8 1.26 Creditors' Committee.............................................................................8 1.27 Customer Deposit Claims..........................................................................8 1.28 Debtor(s)........................................................................................8 1.29 Debtor Releasees.................................................................................8 1.30 Deficiency Claims................................................................................9 1.31 Disclosure Statement.............................................................................9 1.32 Disclosure Statement Hearing.....................................................................9 1.33 Disputed Claim or Disputed Interest..............................................................9 1.34 Disputed Claims Reserve.........................................................................10 1.35 Distribution Record Date........................................................................10 1.36 DNPS............................................................................................10 1.37 Effective Date..................................................................................10 1.38 Effective Date Distribution.....................................................................10 1.39 Entity..........................................................................................10 1.40 Estates.........................................................................................10 1.41 Face Amount.....................................................................................10

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1.42 Fee Order.......................................................................................11 1.43 File or Filed...................................................................................11 1.44 Final Distribution..............................................................................11 1.45 Final Distribution Date.........................................................................11 1.46 Final Order.....................................................................................11 1.47 General Secured Claims..........................................................................11 1.48 General Unsecured Claims........................................................................12 1.49 Impaired........................................................................................12 1.50 Indemnification Claims..........................................................................12 1.51 Indemnification Reserve.........................................................................12 1.52 Intercompany Claims.............................................................................12 1.53 Interest........................................................................................12 1.54 Lien............................................................................................13 1.55 Liquidating Debtor(s)...........................................................................13 1.56 MARAD...........................................................................................13 1.57 MARAD AQ Deficiency Claim.......................................................................13 1.58 MARAD Notes.....................................................................................13 1.59 MARAD Stipulation...............................................................................13 1.60 New MARAD Note..................................................................................14 1.61 Operating Reserve...............................................................................14 1.62 Other AQ Secured Claims.........................................................................14 1.63 Other Deficiency Claims.........................................................................14 1.64 Other Priority Claim............................................................................14 1.65 Person..........................................................................................15 1.66 Petition Date...................................................................................15 1.67 Plan............................................................................................15 1.68 Possessory Lienholder Claims....................................................................15 1.69 Priority Tax Claim..............................................................................15 1.70 Professional Claim..............................................................................15 1.71 Pro Rata........................................................................................15 1.72 Plan Administrator..............................................................................16 1.73 Reconstituted Committee.........................................................................16 1.74 Scheduled.......................................................................................16 1.75 Schedules.......................................................................................16 1.76 Secured Claim...................................................................................16 1.77 Security........................................................................................16 1.78 Subsequent Distribution Date....................................................................16 1.79 Supplemental Distribution.......................................................................17 1.80 TDQS............................................................................................17 1.81 Taxes...........................................................................................17 1.82 Unsecured Claim.................................................................................17 C. Rules of Interpretation................................................................................17 D. Computation of Time....................................................................................19 ARTICLE 2 TREATMENT OF UNCLASSIFIED, UNIMPAIRED CLAIMS..........................................................19 2.1 Administrative Claims............................................................................19 2.2 Statutory Fees...................................................................................19

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2.3 Professional Claims..............................................................................19 2.4 Priority Tax Claims..............................................................................20 2.5 Deadline for Filing Administrative Claims........................................................20 ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS.......................................22 A. General................................................................................................22 B. Classification.........................................................................................22 3.1 Class 1: Other Priority Claims..................................................................22 3.2 Class 2: MARAD AQ Secured Claims................................................................23 3.3 Class 3: Other AQ Secured Claims................................................................23 3.4 Class 4: General Secured Claims.................................................................23 3.5 Class 5: Convenience Claims.....................................................................23 3.6 Class 6: General Unsecured Claims...............................................................23 3.7 Class 7: Intercompany Claims....................................................................23 3.8 Class 8: Interests..............................................................................23 ARTICLE 4 IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN...............23 4.1 Unimpaired Classes of Claims and Interests.......................................................23 4.2 Impaired Classes of Claims and Interests.........................................................24 ARTICLE 5 PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS..................................................24 5.1 Class 1 (Other Priority Claims)..................................................................24 5.2 Class 2: (MARAD AQ Secured Claims)..............................................................24 5.3 Class 3 (Other AQ Secured Claims)................................................................24 5.4 Class 4 (General Secured Claims).................................................................25 5.5 Class 5 (Convenience Claims).....................................................................25 5.6 Class 6 (General Unsecured Claims)...............................................................26 5.7 Class 7 (Intercompany Claims)....................................................................26 5.8 Class 8 (Interests)..............................................................................27 ARTICLE 6 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.................................................27 6.1 Assumption; Assignment...........................................................................27 6.2 Cure Payments; Assurance of Performance..........................................................27 6.3 Objections to Assumption of Executory Contracts and Unexpired Leases.............................28 6.4 Rejection........................................................................................29 6.5 Approval of Rejection; Rejection Damages Claims Bar Date.........................................29 ARTICLE 7 MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN....................................................30 7.1 Engagement of Plan Administrator.................................................................30 7.2 Continuing Existence.............................................................................31 7.3 Post-Effective Date Oversight of the Liquidating Debtors.........................................32 7.4 Plan Administrator Compensation..................................................................32 7.5 Plan Administrator and Reconstituted Committee Fiduciaries.......................................32 7.6 Cancellation of Instruments, Securities and Other Documentation..................................33 7.7 No Revesting of Assets...........................................................................33

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7.8 Post-Confirmation Operations.....................................................................34 7.9 Post-Confirmation Professional Fees and Expenses.................................................34 7.10 Post-Effective Date Reporting....................................................................34 7.11 Post-Effective Date Indemnification Claims and the Indemnification Reserve.......................35 7.12 Post-Confirmation Funding of Operations and Funding of Plan......................................36 7.13 Post-Confirmation Accounts.......................................................................36 7.14 Dissolution of the Liquidating Debtors...........................................................36 7.15 Closing of the Chapter 11 Cases..................................................................37 ARTICLE 8 CONVERSION OF CHAPTER 11 CASES OF CONVERTING DEBTORS...................................................37 ARTICLE 9 POSTCONFIRMATION LITIGATION............................................................................38 9.1 Retention and Enforcement of Causes in Action....................................................38 9.2 Objections to Claims.............................................................................38 ARTICLE 10 DISTRIBUTIONS.........................................................................................39 10.1 No Duplicate Distributions.......................................................................39 10.2 Distributions by the Liquidating Debtors.........................................................39 10.3 Delivery of Distributions in General.............................................................39 10.4 Cash Payments....................................................................................39 10.5 Interest on Claims...............................................................................40 10.6 No De Minimus Distributions......................................................................40 10.7 Face Amount......................................................................................40 10.8 Unclaimed Distributions..........................................................................40 10.9 Effective Date Distributions.....................................................................40 10.10 Supplemental Distributions.......................................................................41 10.11 Final Distributions..............................................................................41 10.12 Disputed Claims Reserve..........................................................................41 10.13 Claims Resolution Authority......................................................................42 10.14 Compliance with Tax Requirements.................................................................42 ARTICLE 11 RELEASE OF LIENS......................................................................................43 ARTICLE 12 CONDITIONS TO THE EFFECTIVE DATE......................................................................43 12.1 Conditions to Effective Date.....................................................................43 12.2 Termination of Plan for Failure To Become Effective..............................................44 12.3 Waiver of Conditions.............................................................................44 12.4 Notice of Effective Date.........................................................................44 ARTICLE 13 EFFECT OF CONFIRMATION................................................................................45 13.1 Jurisdiction of Court............................................................................45 13.2 Binding Effect...................................................................................45 13.3 Stay.............................................................................................45 13.4 Exculpation......................................................................................45 13.5 Injunction.......................................................................................46 13.6 Releases by Liquidating Debtors..................................................................47 13.7 Limitation of Liability..........................................................................47

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ARTICLE 14 RETENTION OF JURISDICTION............................................................................47 ARTICLE 15 ACCEPTANCE OR REJECTION OF THE PLAN..................................................................50 15.1 Persons Entitled to Vote........................................................................50 15.2 Acceptance by Impaired Classes..................................................................51 15.3 Request for Non-Consensual Confirmation.........................................................51 ARTICLE 16 MISCELLANEOUS PROVISIONS.............................................................................51 16.1 Substantive Consolidation of Unsecured Claims against Liquidating Debtors.......................51 16.2 Recharacterization of AMCV Claims...............................................................52 16.3 Modification of the Plan........................................................................52 16.4 Revocation of the Plan..........................................................................52 16.5 Governing Law...................................................................................53 16.6 No Admissions...................................................................................53 16.7 Severability of Plan Provisions.................................................................53 16.8 Successors and Assigns..........................................................................54 16.9 Exemption from Certain Transfer Taxes...........................................................54 16.10 Preservation of Rights of Setoffs..............................................................54 16.11 Saturday, Sunday or Legal Holiday..............................................................55

v EXHIBITS 1. List of Debtors 2. List of Converting Debtors 3. List of Liquidating Debtors vi INTRODUCTION American Classic Voyages Co., a Delaware corporation ("AMCV"), and those other subsidiaries and affiliates listed on Exhibit 1 hereto (together with AMCV, the "Debtors"), propose this Joint Plan of Liquidation of American Classic Voyages Co., ET AL. (the "Plan"). This Plan seeks to convert the Chapter 11 Cases of AMCV and the other Debtors listed on Exhibit 2 hereto (collectively, the "Converting Debtors") to chapter 7 liquidations because the Converting Debtors have little or no assets. Accordingly, with respect to the Converting Debtors, this Plan shall constitute a motion to convert their Chapter 11 Cases to chapter 7 liquidations. In addition, this Plan seeks to resolve and satisfy all Claims against and Interests in TDQS Co. f/k/a the Delta Queen Steamboat Co. ("TDQS") and the other Debtors listed on Exhibit 3 hereto (the "Liquidating Debtors"). The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. All capitalized terms not defined in this introduction have the meanings ascribed to them in Article 1 of this Plan. Reference is made to the Disclosure Statement, distributed contemporaneously herewith, for a discussion of the Debtors' history, businesses, resolution of material disputes, significant asset sales, and a summary and analysis of the Plan and certain related matters. This is a liquidating Plan pursuant to which all of the Liquidating Debtors' assets are to be distributed to creditors in accordance with priorities established by the Bankruptcy Code. The Plan is premised on the substantive consolidation of the Liquidating Debtors only with respect to the treatment of Claims other than Secured Claims, as provided below. The Plan does not contemplate substantive consolidation of the Liquidating Debtors with respect to the Classes of Secured Claims against or Interests in the Liquidating 2 Debtors, which shall be deemed to apply separately with respect to each Plan proposed by each Liquidating Debtor. If the Plan is not accepted as to all of the Liquidating Debtors, in the Debtors' sole discretion, the Plan may be (a) revoked as to all of the Debtors, or (b) revoked as to the Liquidating Debtor not satisfying the cramdown requirements (such Liquidating Debtor's Chapter 11 Case being converted to a chapter 7 liquidation, continued or dismissed in the Debtors' sole discretion) and confirmed as to the remaining Liquidating Debtors. A list of each Liquidating Debtor who is seeking to confirm a Plan contained herein and its corresponding bankruptcy case number is attached hereto as Exhibit 3. Under section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan cannot be solicited from holders of claims and/or interests until such time as the Disclosure Statement has been approved by the Bankruptcy Court. The Debtors urge all holders of Claims and Interests entitled to vote on the Plan to read the Plan and the Disclosure Statement in their entirety before voting to accept or reject the Plan. To the extent the Disclosure Statement is inconsistent with the Plan, the Plan will govern. No solicitation materials other than the Disclosure Statement and any schedules and exhibits attached thereto or referenced therein, or otherwise enclosed with the Disclosure Statement served by the Debtors on interested parties, have been authorized by the Debtors or the Bankruptcy Court for use in soliciting acceptances or rejections of the Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, Fed. R. Bankr. P. 3019 and Article 15 of this Plan, the Debtors expressly reserve the right to alter, amend, modify, revoke, or withdraw this Plan prior to its substantial consummation. 3 ARTICLE 1 DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTIONS A. SCOPE OF DEFINITIONS. For the purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article 1 of this Plan. Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine. B. DEFINITIONS. In addition to such other terms as are defined in other Sections of the Plan, the following terms (which appear in the Plan as capitalized terms) shall have the meanings ascribed to them in this Article 1 of the Plan. 1.1 ADMINISTRATIVE CLAIM: A Claim against any or all of the Debtors constituting an actual, necessary cost or expense of preserving the Debtors' Estates that is entitled to priority under sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, compensation and reimbursement of expenses for legal and other professional services rendered to or on behalf of the Debtors' Estates awarded under section 330(a) or 331 of the Bankruptcy Code, other post-Petition Date expenses incurred as arising in the ordinary course of business which have accrued, and remain unpaid, as of the Effective Date, in accordance with generally accepted accounting principles, consistently applied. 1.2 ADMINISTRATIVE CLAIMS BAR DATE: The first Business Day that is at least sixty (60) days following the Effective Date. 1.3 ALLOWED [ ] CLAIM OR ALLOWED [ ] INTEREST: An Allowed Claim or Allowed Interest in the particular category or Class identified. 4 1.4 ALLOWED CLAIM OR ALLOWED INTEREST: A Claim against or Interest in the Liquidating Debtors or any portion thereof (a) that has been allowed by a Final Order, or (b) as to which, on or by the Effective Date, (i) no proof of Claim or Interest has been filed with the Bankruptcy Court and (ii) the liquidated and noncontingent amount of which is Scheduled (other than a Claim or Interest that is Scheduled at zero, in an unknown amount, or as disputed) or (c) for which a proof of Claim or Interest in a liquidated amount has been timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, any Final Order of the Bankruptcy Court, or other applicable bankruptcy law, and as to which either (i) no objection to its allowance has been or may be filed within the periods of limitation fixed by the Plan, the Bankruptcy Code, or by any order of the Bankruptcy Court or (ii) any objection to its allowance has been settled or withdrawn, or has been denied by a Final Order, or (d) that is expressly allowed in a liquidated amount in the Plan. 1.5 AMCV: American Classic Voyages Co., a Delaware corporation, including in its capacity as debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 1.6 ASSETS: All legal or equitable interests of the Liquidating Debtors in any and all real or personal property of any nature, including any real estate, buildings, structures, improvements, privileges, rights, easements, leases, subleases, licenses, goods, materials, supplies, furniture, fixtures, equipment, work in process, accounts, chattel paper, cash, deposit accounts, reserves, deposits, contractual rights, intellectual property rights, Claims, causes of action and any other general intangibles, and the proceeds, product, offspring, rents or profits thereof. 1.7 ASSET SALE: The sale of substantially all of the Assets of the Liquidating Debtors to DNPS, free and clear of liens, claims and encumbrances and the other transactions consummated pursuant to the Asset Purchase Agreement, dated as of May 13, 2002, by 5 and among DNPS and the Liquidating Debtors, as such Asset Purchase Agreement may have been modified from time to time. 1.8 ASSUMED MARAD NOTES: The Title XI Bonds in the current principal amount of $36,198,000 maturing on June 2, 2020, with interest accruing at 7.68% per annum and the Title XI Notes in the amount of $8,325,000 maturing on August 24, 2005, with interest accruing at LIBOR plus 0.24%, each in favor of MARAD and each assumed by DNPS and secured by the Assets of Great AQ Steamboat, L.L.C. sold to DNPS pursuant to the Asset Sale. 1.9 AVAILABLE CASH: All Cash of the Liquidating Debtors' Estates to be distributed to holders of Allowed Claims less (i) the amount of Cash deposited into the Operating Reserve, the Indemnification Reserve, and the Disputed Claims Reserve, and (ii) the amount of Cash required to be held in escrow or separate from the Liquidating Debtors' Cash by order of the Bankruptcy Court or pursuant to the DNPS sale documents. 1.10 BANKRUPTCY CODE: Title 11 of the United States Code, as in effect on the Petition Date and as thereafter amended, as applicable in the Chapter 11 Cases. 1.11 BANKRUPTCY COURT: The United States Bankruptcy Court for the District of Delaware, or if such court ceases to exercise jurisdiction over the Chapter 11 Cases, such court or adjunct thereof that exercises jurisdiction over the Chapter 11 Cases in lieu of the United States Bankruptcy Court for the District of Delaware. 1.12 BANKRUPTCY RULES: The Federal Rules of Bankruptcy Procedure, the Local Rules of the Bankruptcy Court for the District of Delaware and the guidelines and requirements of the Office of the United States Trustee, as applicable from time to time in the Chapter 11 Cases. 1.13 BAR DATE: The deadline for filing and serving upon the Debtors all proofs of claim established by the Bankruptcy Court was April 30, 2002, except for Customer Deposit 6 Claims, for which the Bar Date is the first Business Day that is at least thirty (30) days following the Effective Date. 1.14 BUSINESS DAY: Any day other than a Saturday, Sunday or a "legal holiday" (as such term is defined in Bankruptcy Rule 9006(a)). 1.15 CASH: Legal tender accepted in the United States of America for the payment of public and private debts, currently denominated in United States Dollars. 1.16 CHAPTER 11 CASES: The Chapter 11 Cases of the Debtors pending before the Bankruptcy Court as set forth in Exhibit 1 hereto and as being jointly administered with one another under the above-captioned Case No. 01-10954 (JCA) and as to any Debtor individually, a Chapter 11 Case. 1.17 CLAIM: A right of a Creditor against the Liquidating Debtors, or any one of them, whether or not asserted or allowed, of the type described in Bankruptcy Code section 101(5), as construed by Bankruptcy Code section 102(2). 1.18 CLASS: A group of Claims or Interests as classified in a particular class under the Plan pursuant to Bankruptcy Code section 1122. 1.19 CONFIRMATION: Entry of the Confirmation Order by the Bankruptcy Court. 1.20 CONFIRMATION DATE: The date on which the Bankruptcy Court enters the Confirmation Order on its docket. 1.21 CONFIRMATION HEARING: The duly-noticed hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to Bankruptcy Code section 1128, including any continuances thereof. 1.22 CONFIRMATION ORDER: The order of the Bankruptcy Court confirming the Plan pursuant to Bankruptcy Code section 1129 in a form acceptable to the Debtors. 1.23 CONVENIENCE CLAIMS: All Unsecured Claims of $1,000 or less, and Unsecured Claims that the holder of which elects to reduce to $1,000 on the ballot provided for 7 voting on the Plan within the time fixed by the Bankruptcy Court for completing and returning such ballot, which Claims would otherwise be classified in Class 6, absent the existence of Class 5. 1.24 CONVERTING DEBTOR(S): Individually AMCV and each of its subsidiaries and affiliates listed on Exhibit 2 hereto, and collectively AMCV and all of its subsidiaries and affiliates listed on Exhibit 2 hereto, including in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 1.25 CREDITOR(S): Individually any Entity who holds a Claim against any or all of the Liquidating Debtors, and collectively all entities who hold Claims against any of the Liquidating Debtors. 1.26 CREDITORS' COMMITTEE: The Official Committee of Unsecured Creditors appointed by the United States Trustee in the Chapter 11 Cases pursuant to Bankruptcy Code section 1102(a)(1). 1.27 CUSTOMER DEPOSIT CLAIMS: Claims by consumer customers for security deposits provided to the Debtors prior to the Petition Date that (a) were not returned or reimbursed by the Debtors, a credit card provider, a travel agent or any other Entity and (b) were for a cruise never provided by the Debtors. 1.28 DEBTOR(S): Individually AMCV and each of its subsidiaries and affiliates listed on Exhibit 1 hereto, and collectively AMCV and all of its subsidiaries and affiliates listed on Exhibit 1 hereto, including and in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 1.29 DEBTOR RELEASEES: The Debtor Releasees shall include (i) the officers, directors, members and/or enrollees, employees, representatives, advisors, attorneys, financial advisors, investment bankers or agents of the Liquidating Debtors in each case as of the Petition Date or that have become officers and/or directors thereafter, (ii) the Creditors' Committee solely 8 with respect to each member's conduct in furtherance of its, his, or her duties as a member of the Creditors' Committee, and not with respect to the actions of such members as individual creditors, and its agents, attorneys and other professionals acting in conjunction with the Chapter 11 Cases, and (iii) the Plan Administrator, and their respective agents, attorneys and other professionals acting in conjunction with Chapter 11 Cases. 1.30 DEFICIENCY CLAIMS: With respect to any Claim secured by a valid Lien or security interest in any property of any Liquidating Debtor having a value of less than the amount of such Claim (after taking into account other Liens and security interests of higher priority in such property), the portion of such Claim equal to the difference between (a) the amount of the Claim and (b) the allowed amount of the secured portion of such Claim (which allowed secured amount may be set pursuant to this Plan). All Claims secured by a Lien or security interest on the Assets of Great AQ Steamboat, L.L.C. junior in priority to the Lien and security interest of MARAD shall constitute Deficiency Claims. 1.31 DISCLOSURE STATEMENT: That certain written disclosure statement that relates to this Plan as filed in the Chapter 11 Cases by the Debtors, including the schedules and exhibits attached thereto, as it may be amended, modified or supplemented from time to time. 1.32 DISCLOSURE STATEMENT HEARING: The hearing held pursuant to Bankruptcy Code section 1125(b) and Bankruptcy Rule 3017(a), including any continuances thereof, at which the Bankruptcy Court considered the adequacy of the Disclosure Statement. 1.33 DISPUTED CLAIM OR DISPUTED INTEREST: A Claim or Interest, respectively, that the Liquidating Debtors have Scheduled as "disputed," "contingent" or "unliquidated," or as to which a proof of Claim or Interest has been Filed or deemed Filed as contingent or as to which an objection has been or may be timely Filed by the Liquidating Debtors or any other party in interest entitled to do so, which objection, if timely Filed, has not been withdrawn or has not been overruled or denied by a Final Order. 9 1.34 DISPUTED CLAIMS RESERVE: Cash, in one or more separate accounts, in the aggregate amount sufficient to pay each holder of a Disputed Claim (i) the amount of Cash that such holder would have been entitled to receive under this Plan if such Claim had been an Allowed Claim on the date of the Effective Date Distribution, or (ii) such lesser Estimated Amount as the Court may determine. The Disputed Claims Reserve shall only include amounts with respect to a Disputed Claim for which and to the extent that amounts held in escrow or separate from the Liquidating Debtors' Cash by order of the Bankruptcy Court or pursuant to the DNPS sale documents on account of such Disputed Claim fail to satisfy the preceding criteria. 1.35 DISTRIBUTION RECORD DATE: The record date for the purposes of making distributions under the Plan on account of Allowed Claims or Interests, which date shall be the Confirmation Date or such other date designated in the Confirmation Order. 1.36 DNPS: DNPS Delta Queen Steamboat Company, Inc., a Delaware corporation, purchaser of substantially all of the Liquidating Debtors' Assets pursuant to the Asset Sale. 1.37 EFFECTIVE DATE: Except as provided in Article 12 hereof, the later of: (a) the eleventh (11th) day following occurrence of the Confirmation Date; and (b) the first Business Day on which no stay of the Confirmation Order is in effect and all conditions to the Effective Date set forth in Article 11 of the Plan have been satisfied or, if waivable, waived. 1.38 EFFECTIVE DATE DISTRIBUTION: Shall be as defined in Section 10.9 hereof. 1.39 ENTITY: A Person, an estate, a trust, the United States Trustee, an official or unofficial committee of creditors or equity holders, a "governmental unit" as that term is defined in Bankruptcy Code section 101(27), or any other entity. 1.40 ESTATES: The estates created pursuant to Bankruptcy Code section 541 by the commencement of the Chapter 11 Cases. 1.41 FACE AMOUNT: Shall be as defined in Section 10.7 hereof. 10 1.42 FEE ORDER: The order of the Bankruptcy Court dated November 13, 2001 authorizing the interim payment of Professional Claims. 1.43 FILE OR FILED: To file, or to have been filed, with the Clerk of the Bankruptcy Court in the Chapter 11 Case. 1.44 FINAL DISTRIBUTION: Shall be as defined in Section 10.11 hereof. 1.45 FINAL DISTRIBUTION DATE: Shall be the date upon which the Final Distribution is made. The Final Distribution Date shall be determined by the Plan Administrator, in consultation with the Reconstituted Committee, and shall be (i) after the liquidation into Cash of all Assets of the Liquidating Debtors (other than those Assets abandoned by Liquidating Debtors) and collection of other sums due or otherwise remitted or returned to the Liquidating Debtors' Estates, and (ii) the date on or after which the Liquidating Debtors make a Final Distribution from the Disputed Claims Reserve. 1.46 FINAL ORDER: An order or judgment of the Bankruptcy Court or other court of competent jurisdiction, as entered on its docket, that has not been reversed, stayed, modified or amended, and as to which (a) the time to appeal, seek certiorari or move for reconsideration has expired and no appeal, petition for certiorari or motion for reconsideration, respectively, has been timely filed (which time period shall mean, with respect to motions to correct such order under Rule 9024 of the Bankruptcy Rules or otherwise, 10 days after the entry of such order) , or (b) any appeal, any petition for certiorari or any motion for reconsideration that has been or may be filed has been resolved by the highest court (or any other tribunal having appellate jurisdiction over the order or judgment) to which the order or judgment was appealed or from which certiorari or reconsideration was sought. 1.47 GENERAL SECURED CLAIMS: All Secured Claims against the Liquidating Debtors other than Secured Claims against Great AQ Steamboat, L.L.C. 11 1.48 GENERAL UNSECURED CLAIMS: All Unsecured Claims against the Liquidating Debtors other than Convenience Claims and Intercompany Claims. 1.49 IMPAIRED: When used with reference to a Claim or an Interest, "Impaired" shall have the meaning ascribed to it in Bankruptcy Code section 1124. 1.50 INDEMNIFICATION CLAIMS: The post-Petition Date obligations of the Liquidating Debtors pursuant to their bylaws, applicable law, any employment agreement or other express agreement operational as of the Effective Date to indemnify any of the Liquidating Debtors' current and former officers and directors, on the terms and subject to the limitations described therein. 1.51 INDEMNIFICATION RESERVE: Cash set aside by the Liquidating Debtors on or before the Effective Date, in the amount of $2.5 million, in a separate interest-bearing account, in an amount to cover Indemnification Claims not otherwise released pursuant to the Plan and not covered by any applicable directors and/or officers insurance and any related costs and expenses that may be incurred by the Liquidating Debtors (including, without limitation, the employer's share of any employment taxes that may be payable with respect thereto), as such reserve amount may be increased or reduced by Bankruptcy Court order on notice to the Creditors' Committee or Reconstituted Committee after the Confirmation Date. 1.52 INTERCOMPANY CLAIMS: If the Claims of AMCV against the Liquidating Debtors are recharacterized as Interests or equitably subordinated in accordance with Section 16.2 of the Plan, the Claims of AMCV or any Liquidating Debtor against AMCV or any other Liquidating Debtor. If the Claims of AMCV against the Liquidating Debtors are not recharacterized as Interests or equitably subordinated, the Claims of any Liquidating Debtor against any other Liquidating Debtor. 1.53 INTEREST: When used in the context of holding an equity security of the Liquidating Debtors (and not used to denote (i) the compensation paid for the use of money for a 12 specified time and usually denoted as a percentage rate of interest on a principal sum of money or (ii) a security interest in property), "Interest" shall mean an interest or share in, or warrant or right asserted against, any of the Liquidating Debtors of the type described in the definition of "equity security" in Bankruptcy Code section 101(16). 1.54 LIEN: A charge against, interest in or other encumbrance upon property to secure payment of a debt or performance of an obligation. 1.55 LIQUIDATING DEBTOR(S): Individually TDQS and each of its subsidiaries and affiliates listed on Exhibit 3 hereto, and collectively TDQS and all of its subsidiaries and affiliates listed on Exhibit 3 hereto, including in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 1.56 MARAD: The Maritime Administration of the United States Department of Transportation. 1.57 MARAD AQ DEFICIENCY CLAIM: The Deficiency Claims of MARAD, if any, against Great AQ Steamboat, L.L.C. and any and all guarantors of the obligations of Great AQ Steamboat, L.L.C., which were withdrawn and released by MARAD in the MARAD Stipulation. 1.58 MARAD NOTES: The Assumed MARAD Notes and the New MARAD Note. 1.59 MARAD STIPULATION: The Stipulation and Agreed Order Settling Motion for an Order Enforcing Allocation Stipulation and Valuing American Queen and Related Assets dated July 23, 2002, pursuant to which the Debtors, the Creditors' Committee and MARAD agreed, and the Bankruptcy Court ordered, that $47,911,509.40 of the proceeds of the Asset Sale (in the form of the MARAD Notes) were to be allocated to the Assets of Great AQ Steamboat, L.L.C. and $33,588,490.60 of the proceeds of the Asset Sale were to be allocated to the Assets sold by the other Liquidating Debtors. 13 1.60 NEW MARAD NOTE: The Interest Payment Note in the principal amount of $2,788,509 made by DNPS in favor of MARAD in connection with the Asset Sale, with interest accruing at 2.3% per annum, secured by the Assets of Great AQ Steamboat, L.L.C. sold to DNPS pursuant to the Asset Sale. 1.61 OPERATING RESERVE: Cash from the Liquidating Debtors' Estates to be set aside on the Effective Date in an amount not to exceed $5 million, which shall be available and used to pay (a) reasonable and necessary post-Effective Date expenses incurred by the Liquidating Debtors and the Plan Administrator or for which the Liquidating Debtors or the Plan Administrator are responsible under this Plan, including but not limited to the post-Effective Date professional fees for which payment is required pursuant to Section 7.9 of the Plan, (b) unpaid Administrative Expenses and (c) any Claims arising under Bankruptcy Code section 503(b) that are or become Allowed pursuant to a Final Order; PROVIDED, HOWEVER, that any funds remaining in the Operating Reserve after payment in full of all items identified in (a), (b) and (c) above shall become available for distribution on account of any other payments required or permitted to be made under the Plan. 1.62 OTHER AQ SECURED CLAIMS: Secured Claims against Great AQ Steamboat, L.L.C. senior in priority to the Allowed Secured Claim of MARAD against Great AQ Steamboat, L.L.C. 1.63 OTHER DEFICIENCY CLAIMS: All Deficiency Claims against any of the Liquidating Debtors other than the MARAD AQ Deficiency Claim. 1.64 OTHER PRIORITY CLAIM: Any Claim, other than an Administrative Claim or a Priority Tax Claim, of a Creditor to the extent such Claim is entitled to priority pursuant to Bankruptcy Code section 507(a). 14 1.65 PERSON: An individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a joint venture, an unincorporated organization, or a governmental unit of the type described in Bankruptcy Code section 101(41). 1.66 PETITION DATE: October 19, 2001 as to AMCV, and October 22, 2001 as to all other Debtors. 1.67 PLAN: This plan of liquidation and all exhibits annexed hereto or referenced herein, which is hereby proposed by the Debtors for the resolution of outstanding Claims and Interests in the Chapter 11 Cases of the Liquidating Debtors, either in their present form or as they may be amended, modified or supplemented from time to time in accordance with the provisions of the Plan or the Bankruptcy Code. 1.68 POSSESSORY LIENHOLDER CLAIMS: All Claims held by Persons to the extent such Claims are deemed to be secured, through a possessory Lien, in property in which any Liquidating Debtor's Estate has an interest but only to the extent of the value of the possessory lienholders' interest in such Liquidating Debtor's Estate's interest in such property. 1.69 PRIORITY TAX CLAIM: Any Claim against any of the Liquidating Debtors entitled to priority pursuant to Bankruptcy Code section 507(a)(8). 1.70 PROFESSIONAL CLAIM: A Claim of a professional retained in the Chapter 11 Cases pursuant to sections 327 and 1103 of the Bankruptcy Code or otherwise, for compensation or reimbursement of costs and expenses relating to services incurred after the Petition Date and prior to and including the Effective Date. 1.71 PRO RATA: Proportionately so that the ratio of the amount of consideration distributed on account of a particular Allowed Claim to the amount of the Allowed Claim is the same as the ratio of the amount of consideration distributed on account of all Allowed Claims of the Class in which the particular Allowed Claim is included to the amount of all Allowed Claims 15 of that Class, but in any event the amount of consideration distributed on account of an Allowed Claim shall not exceed 100% of the amount of the Allowed Claim. 1.72 PLAN ADMINISTRATOR: Any Entity appointed as Plan Administrator pursuant to the Plan or following the Effective Date who is acceptable to the Reconstituted Committee and whose function shall be to take all other steps required, and when appropriate, take all steps authorized, under the Plan, including, but not limited to, liquidating any remaining Assets, resolving Disputed Claims and distributing property under the Plan. 1.73 RECONSTITUTED COMMITTEE: The Creditors' Committee from and after the Effective Date, as reconstituted pursuant to Section 7.3 hereof. 1.74 SCHEDULED: Set forth on the Schedules. 1.75 SCHEDULES: The Schedules of Assets and Liabilities Filed by the Liquidating Debtors in accordance with Bankruptcy Code section 521 and Bankruptcy Rule 1007, as the same may be amended from time to time in accordance with Bankruptcy Rule 1009 prior to the Effective Date. 1.76 SECURED CLAIM: Any Claim of a Creditor, including principal, interest and any other amounts, secured by a lien on, security interest in or charge against property of any of the Liquidating Debtors' Estates or that is subject to setoff under Bankruptcy Code section 553, to the extent of the value of such Creditor's interest in that Liquidating Debtor's Estate's interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to Bankruptcy Code section 506(a) taking into account the priority of Liens under applicable law. 1.77 SECURITY: Any instrument issued by, or interest in, the Liquidating Debtors of the type described in Bankruptcy Code section 101(49). 1.78 SUBSEQUENT DISTRIBUTION DATE: The date(s) for the making of Supplemental Distributions in accordance with Section 10.10 hereof. The Subsequent 16 Distribution Dates shall be set by the Plan Administrator after consultations with the Reconstituted Committee. 1.79 SUPPLEMENTAL DISTRIBUTION: Shall be as defined in Section 10.10 hereof. 1.80 TDQS: TDQS Co., a Delaware corporation, f/k/a The Delta Queen Steamboat Co., including in its capacity as debtor-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. 1.81 TAXES: All income, gaming, franchise, excise, sales, use, employment, withholding, property, payroll or other taxes, assessments, or governmental charges, together with any interest, penalties, additions to tax, fines, and similar amounts relating thereto, imposed or collected by any federal, state, local or foreign governmental authority on or from any of the Liquidating Debtors. 1.82 UNSECURED CLAIM: Any Claim against the Liquidating Debtors, excluding Administrative Claims, Priority Tax Claims, Other Priority Claims and Secured Claims, including Other Deficiency Claims. C. RULES OF INTERPRETATION. 1. The provisions of the Plan shall control over the contents of the Disclosure Statement. The provisions of the Confirmation Order shall control over the contents of the Plan. 2. For the purposes of the Plan: (a) any reference in the Plan to a contract, instrument, release or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; PROVIDED, HOWEVER, that any change to such form, terms or conditions that is material to a party to such document shall not be modified without such party's consent unless such document expressly provides otherwise; 17 (b) any reference in the Plan to an existing document, exhibit or schedule Filed or to be Filed means such document, exhibit or schedule, as it may have been or may be amended, modified or supplemented as of the Effective Date; (c) unless otherwise specified, all references in the Plan to "Sections," "Articles," "Exhibits" and "Schedules" are references to Sections, Articles, Exhibits and Schedules of or to the Plan; (d) the words "herein," "hereof," "hereto," "hereunder" and others of similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan; (e) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be part or to affect interpretations of the Plan; and (f) the rules of construction set forth in Bankruptcy Code section 102 shall apply, except to the extent inconsistent with the provisions of this Article of the Plan. (g) the word "including" means "including without limitation." 3. Whenever a distribution of property is required to be made on a particular date, the distribution shall be made on such date or as soon as reasonably practicable thereafter. 4. All Exhibits to the Plan are incorporated into the Plan and shall be deemed to be included in the Plan, regardless of when they are filed. 5. Subject to the provisions of any contract, certificate, bylaws, instrument, release or other agreement or document entered into in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules. 18 D. COMPUTATION OF TIME. In computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall apply. ARTICLE 2 TREATMENT OF UNCLASSIFIED, UNIMPAIRED CLAIMS 2.1 ADMINISTRATIVE CLAIMS. Subject to the allowance procedures and deadlines provided herein, on the Effective Date or as soon thereafter as is practicable, the holder of an Allowed Administrative Claim shall receive on account of such Allowed Administrative Claim and in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Administrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim, or (b) such other treatment as to which the Liquidating Debtors and the holder of such Allowed Administrative Claim have agreed upon in writing, provided, however, that Allowed Administrative Claims with respect to liabilities incurred by the Liquidating Debtors in the ordinary course of business during the Chapter 11 Cases shall be paid in the ordinary course of business in accordance with the terms and conditions of any agreement or course of dealing relating thereto and Professional Claims shall be paid in accordance with Section 2.3. 2.2 STATUTORY FEES. On or before the Effective Date, all fees due and payable pursuant to 28 U.S.C.ss. 1930, as determined by the Bankruptcy Court at the Confirmation Hearing or agreed to between the Liquidating Debtors and the Office of the United States Trustee, shall be paid in full, in Cash. 2.3 PROFESSIONAL CLAIMS. a. On or prior to the Administrative Claims Bar Date, each Professional shall File with the Bankruptcy Court its final fee application seeking final approval of all fees and expenses from the Petition Date through the Effective Date. 19 b. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate. 2.4 PRIORITY TAX CLAIMS. With respect to each Allowed Priority Tax Claim, at the sole option of the relevant Liquidating Debtor, the holder of an Allowed Priority Tax Claim shall be entitled to receive on account of such Allowed Priority Tax Claim, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, (a) in accordance with Bankruptcy Code section 1129(a)(9)(C), equal Cash payments made on the last Business Day of every three-month period following the Effective Date, over a period not exceeding six years after the assessment of the tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any outstanding balance, compounded annually from the Effective Date, calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date; (b) such other treatment agreed to by the holder of such Allowed Priority Tax Claim and the Liquidating Debtors, provided such treatment is on more favorable terms to the Liquidating Debtors, as the case may be, than the treatment set forth in paragraph (a) hereof; or (c) payment in full in Cash on the Effective Date or as soon thereafter as is practicable. 2.5 DEADLINE FOR FILING ADMINISTRATIVE CLAIMS. 2.5.1 ADMINISTRATIVE CLAIMS OTHER THAN TAX CLAIMS. Other than with respect to (i) Administrative Claims for which the Bankruptcy Court previously has established a Bar Date, and (ii) Tax Claims addressed in Section 2.5.2 below, requests for payment or proofs of Administrative Claims, including Claims of all professional or other entities requesting compensation or reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330, 331, 503(b) or 1103 for services rendered on or before the Effective Date (including any compensation requested by any professional or any other entity for making a substantial 20 contribution in the Liquidating Debtors' Chapter 11 Cases), must be Filed and served on the Plan Administrator and its counsel no later than the Administrative Claims Bar Date. Objections to any such Administrative Claims must be Filed and served on the claimant no later than sixty (60) days after the Administrative Claims Bar Date. The Liquidating Debtors and/or the Plan Administrator shall use reasonable efforts to promptly and diligently pursue resolution of any and all disputed Administrative Claims. Holders of Administrative Claims, including all professional or other entities requesting compensation or reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330, 331, 503(b) or 1103 for services rendered on or before the Effective Date (including any compensation requested by any professional or any other entity for making a substantial contribution in the Chapter 11 Cases), that are required to File a request for payment of such Claims and that do not File such requests on or before the Administrative Claims Bar Date shall be forever barred from asserting such Claims against any of the Liquidating Debtors, their Estates, the Plan Administrator, any other Person or Entity, or any of their respective Assets. 2.5.2 TAX CLAIMS. All requests for payment of Claims by a governmental unit for Taxes (and for interest and/or penalties or other amounts related to such Taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date, and for which no Bar Date has otherwise been previously established, must be Filed on or before the later of: (a) the first Business Day that is at least sixty (60) days following the Effective Date; or (b) the first Business Day that is at least ninety (90) days following the filing of the tax return for such Taxes for such tax year or period with the applicable governmental unit. Any holder of a Claim for Taxes that is required to File a request for payment of such Taxes and other amounts due related to such Taxes and which does not File such a Claim by the applicable bar date shall be forever barred from 21 asserting any such Claim against any of the Liquidating Debtors, the Liquidating Debtors' Estates, the Plan Administrator or their respective Assets, whether any such Claim is deemed to arise prior to, on, or subsequent to the Effective Date, and shall receive no distribution under the Plan or otherwise on account of such Claim. ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS A. GENERAL. Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of the Classes of Claims and Interests in the Liquidating Debtors. A Claim or Interest is placed in a particular Class only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and such Claim or Interest has not been paid, released, or otherwise settled prior to the Effective Date. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims of the kinds specified in sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been classified, are deemed to not be Impaired and are treated as set forth in Article 2 above. B. CLASSIFICATION. As stated above, the Plan is premised on the substantive consolidation of the Liquidating Debtors with respect to the treatment of all Classes of Claims other than Secured Claims, as provided below. The Plan does not contemplate substantive consolidation of the Liquidating Debtors with respect to the Classes of Secured Claims or Interests. The following summary is for the convenience of the parties and is superseded for all purposes by the classification, description and treatment of Claims and Interests immediately following such summary chart. 3.1 CLASS 1: OTHER PRIORITY CLAIMS. Class 1 consists of all Other Priority Claims. 22 3.2 CLASS 2: MARAD AQ SECURED CLAIMS. Class 2 consists of the Allowed Secured Claim of MARAD against Great AQ Steamboat, L.L.C. 3.3 CLASS 3: OTHER AQ SECURED CLAIMS. Class 3 consists of all Other AQ Secured Claims. 3.4 CLASS 4: GENERAL SECURED CLAIMS. Class 4 consists of all General Secured Claims, including Possessory Lienholder Claims. 3.5 CLASS 5: CONVENIENCE CLAIMS. Class 5 consists of all Convenience Claims. A holder of a Claim that would have been classified in Class 6, but elects to reduce its Claim to $1,000 to be classified in this Class, may only make such election as to all of such holder's Claims in Class 6 in the aggregate. Therefore, if a Claim holder makes an election to reduce any Class 6 Claim to $1,000, all of such holder's Class 6 Claims shall be reduced to a single Class 5 Claim of $1,000 in the aggregate, and no Claims of such Claim holder shall remain in Class 6. 3.6 CLASS 6: GENERAL UNSECURED CLAIMS. Class 6 consists of all General Unsecured Claims. 3.7 CLASS 7: INTERCOMPANY CLAIMS. Class 7 consists of all Intercompany Claims. 3.8 CLASS 8: INTERESTS. Class 8 consists of all Interests. ARTICLE 4 IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN 4.1 UNIMPAIRED CLASSES OF CLAIMS AND INTERESTS. Class 1 Other Priority Claims, Class 3 Other AQ Secured Claims and Class 4 General Secured Claims are not Impaired by the Plan. 23 4.2 IMPAIRED CLASSES OF CLAIMS AND INTERESTS. Class 2 MARAD AQ Secured Claims, Class 5 Convenience Claims, Class 6 General Unsecured Claims, Class 7 Intercompany Claims and Class 8 Interests are Impaired by the Plan. ARTICLE 5 PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS 5.1 CLASS 1 (OTHER PRIORITY CLAIMS). On the Effective Date, or as soon thereafter as is practicable, each Allowed Other Priority Claim shall be paid, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Priority Claim, (a) Cash equal to the amount of such Allowed Other Priority Claim, or (b) such other treatment as to which the Liquidating Debtors and the holder of such Allowed Other Priority Claim have agreed upon in writing. 5.2 CLASS 2: (MARAD AQ SECURED CLAIMS). Pursuant to the DNPS sale documentation in connection with the Asset Sale, payment of the $47,311,509.40 Asset Sale proceeds allocable to the Assets of Great AQ Steamboat, L.L.C. was in the form of assumption of the Assumed MARAD Notes and execution and delivery of the New MARAD Note. Receipt by MARAD of the MARAD Notes was in full satisfaction, settlement, release and discharge of and in exchange for all Allowed Claims of MARAD against Great AQ Steamboat, L.L.C. Accordingly, pursuant to the MARAD Stipulation, MARAD withdrew and released its Claims against Great AQ Steamboat, L.L.C., including any MARAD AQ Deficiency Claim. 5.3 CLASS 3 (OTHER AQ SECURED CLAIMS). At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) 30 days after the date on which a Claim against Great AQ Steamboat, L.L.C. becomes an Allowed Other AQ Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other 24 AQ Secured Claim, (a) distribute to each holder of an Allowed Other AQ Secured Claim the collateral securing such Allowed Other AQ Secured Claim, (b) distribute to each holder of an Allowed Other AQ Secured Claim Cash in an amount not to exceed the amount of its Allowed Other AQ Secured Claim (payable first, if applicable, from amounts set aside on account of such Other AQ Secured Claim by order of the Bankruptcy Court), or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed Other AQ Secured Claim and the Liquidating Debtors. 5.4 CLASS 4 (GENERAL SECURED CLAIMS). At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) thirty (30) days after the date on which a Claim becomes an Allowed General Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed General Secured Claim, (a) distribute to each holder of an Allowed General Secured Claim the collateral securing such Allowed General Secured Claim, (b) distribute to each holder of an Allowed General Secured Claim Cash in an amount not to exceed the Allowed General Secured Claim, equal to the proceeds actually realized from the sale of any collateral securing such Claim (payable first, if applicable, from amounts set aside on account of such General Secured Claim by order of the Bankruptcy Court), less the actual costs and expenses of disposing of such collateral, or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed General Secured Claim and the Liquidating Debtors. 5.5 CLASS 5 (CONVENIENCE CLAIMS). At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as practicable after the later of (x) the Effective Date or (y) thirty (30) days after the date on which a Convenience Claim becomes an Allowed Convenience Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of such Allowed Convenience Claim, (a) distribute to each holder of an 25 Allowed Convenience Claim Cash in an amount equal to 50% of such Allowed Convenience Claim, or (b) provide for such other treatment as may be agreed upon by the holder of such Allowed Convenience Claim and the Liquidating Debtors. 5.6 CLASS 6 (GENERAL UNSECURED CLAIMS). After (a) satisfaction in full or satisfaction in accordance with this Plan of all Allowed Administrative Claims, Allowed Professional Claims and Allowed Priority Tax Claims as provided in Article 2 of the Plan and (b) the treatment provided in the Plan for Allowed Claims in Classes 1, 2, 3, 4 and 5, all remaining Available Cash shall be distributed Pro Rata among holders of Allowed General Unsecured Claims in Class 6. If, after the Effective Date, any Cash is available from, among other things, the liquidation of Assets of the Liquidating Debtors' Estates, the prosecution and enforcement of causes of action of the Liquidating Debtors, the release of funds from the Disputed Claims Reserve, or unclaimed, undeliverable or time-barred distributions to holders of Allowed Claims pursuant to the Plan and, in any such case, such Cash becomes Available Cash, then such Cash shall be treated as Available Cash and distributed in accordance with this Section 5.6 on a Subsequent Distribution Date, if any, and the Final Distribution Date in accordance with the procedures set forth below. Notwithstanding the foregoing, the aggregate distributions received pursuant to the Plan shall not exceed the amount of the Allowed Claim (together with postpetition interest accruing on such Allowed Claims from and after the Petition Date at a rate equal to five percent (5%) per annum, compounded annually, solely for purposes of calculating the cap on any such distribution). 5.7 CLASS 7 (INTERCOMPANY CLAIMS). As a result of the substantive consolidation of the Liquidating Debtors for purposes of distributions to holders of all Allowed Claims other than Secured Claims under the Plan and, if the Claims of AMCV against the Liquidating Debtors are recharacterized as Interests or equitably subordinated, as a result of such recharacterization or subordination, holders of Intercompany Claims will not receive any 26 distribution of property under the Plan on account of their Intercompany Claims and, on the Effective Date, the Intercompany Claims will be cancelled. 5.8 CLASS 8 (INTERESTS). Holders of Interests will not receive any distribution of property under the Plan on account of their Interests and, on the Effective Date, the Interests will be cancelled. ARTICLE 6 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 6.1 ASSUMPTION; ASSIGNMENT. As of the Effective Date, the Liquidating Debtors (after consultation with the Creditors' Committee) shall assume or assume and assign, as applicable, pursuant to Bankruptcy Code section 365, each of the executory contracts and unexpired leases of the Liquidating Debtors that are identified in the Disclosure Statement or any Exhibit thereto that have not expired under their own terms prior to the Effective Date. The Liquidating Debtors reserve the right to amend such Exhibit not later than ten (10) days prior to the Confirmation Hearing either to: (a) delete any executory contract or lease listed therein and provide for its rejection pursuant to Section 6.4 hereof; or (b) add any executory contract or lease to such Exhibit, thus providing for its assumption or assumption and assignment, as applicable, pursuant to this Section. The Liquidating Debtors shall provide notice of any such amendment of such Exhibit to the parties to the executory contract or lease affected thereby and counsel for the Creditors' Committee not later than ten (10) days prior to the Confirmation Hearing. The Confirmation Order shall constitute an order of the Bankruptcy Court pursuant to Bankruptcy Code section 365 approving all such assumptions or assumptions and assignments, as applicable, described in this Section 6.1, as of the Effective Date. 6.2 CURE PAYMENTS; ASSURANCE OF PERFORMANCE. Any monetary defaults under each executory contract and unexpired lease to be assumed under the Plan shall be satisfied, 27 pursuant to Bankruptcy Code section 365(b)(1), in either of the following ways: (a) by payment of the default amount in Cash, in full on the Effective Date; or (b) by payment of the default amount on such other terms as may be agreed to by the Liquidating Debtors and the non-Debtor parties to such executory contract or lease. In the event of a dispute regarding (i) the amount or timing of any cure payments, (ii) the ability of the Liquidating Debtors, the Plan Administrator, or an assignee thereof to provide adequate assurance of future performance under the contract or lease to be assumed or assumed and assigned, as applicable, or (iii) any other matter pertaining to assumption or assumption and assignment of the contract or lease to be assumed, the Liquidating Debtors shall pay all required cure amounts promptly following the entry of a Final Order resolving the dispute. 6.3 OBJECTIONS TO ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. To the extent that any party to an executory contract or unexpired lease identified for assumption asserts arrearages or damages pursuant to Bankruptcy Code section 365(b)(1), or has any objection with respect to adequate assurance of future performance, any proposed assumption, revestment, cure or assignment on the terms and conditions provided herein, all such arrearages, damages and objections must be Filed and served: (a) as to any contracts or leases identified in the Disclosure Statement or any Exhibit thereto that is mailed to any party to any such contract or lease along with all other solicitation materials accompanying the Plan, within the same deadline and in the same manner established for the Filing and service of objections to Confirmation; and (b) as to any contracts or leases identified in any subsequent amendments to the Disclosure Statement or any Exhibit thereto that is mailed to any party to any such contract or lease not later than ten (10) days prior to the Confirmation Hearing, in such a manner as to be received by the Bankruptcy Court and Liquidating Debtors, the Plan Administrator and counsel thereto, as the case may be, if applicable, no later than one (1) day prior to the Confirmation Hearing. 28 Failure to assert such arrearages, damages or objections in the manner described above shall constitute consent to the proposed assumption, revestment, cure or assignment on the terms and conditions provided herein, including an acknowledgement that the proposed assumption and/or assignment provides adequate assurance of future performance and that the amount identified for "cure" in the Disclosure Statement or any Exhibit thereto is the amount necessary to cover any and all outstanding defaults under the executory contract or unexpired lease to be assumed, as well as an acknowledgement and agreement that no other defaults exist under such contract or lease. If any assumption of an executory contract or unexpired lease proposed herein for any reason is not approved by the Bankruptcy Court, then the Liquidating Debtors shall be entitled, in their sole discretion, upon written notice to the applicable non-Debtor party to such executory contract or unexpired lease, to deem such executory contract or unexpired lease to have been rejected pursuant to the provisions of Section 6.4 below. 6.4 REJECTION. Except for those executory contracts and unexpired leases (a) that are assumed pursuant to this Plan, (b) that are the subject of previous orders of the Bankruptcy Court providing for their assumption or rejection pursuant to Bankruptcy Code section 365, or (c) that are the subject of a pending motion before the Bankruptcy Court with respect to the assumption or assumption and assignment of such executory contracts and unexpired leases, as of the Effective Date, all executory contracts and unexpired leases of the Liquidating Debtors shall be rejected pursuant to section 365 of Bankruptcy Code. 6.5 APPROVAL OF REJECTION; REJECTION DAMAGES CLAIMS BAR DATE. The Confirmation Order shall constitute an Order of the Bankruptcy Court approving all rejections under Section 6.4 above of executory contracts and unexpired leases pursuant to Bankruptcy Code section 365 as of the Effective Date. Any Claim for damages arising from any such rejection must be Filed within thirty (30) days after the mailing of notice of the entry of the 29 Confirmation Order or such Claim shall be forever barred, shall not be enforceable against the Liquidating Debtors, their Estates, the Plan Administrator, or any of their respective properties and shall receive no distribution under the Plan or otherwise on account of such Claim. Objections to any Claim for damages arising from any such rejection must be Filed and served on the claimant no later than sixty (60) days after the Effective Date. ARTICLE 7 MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN 7.1 ENGAGEMENT OF PLAN ADMINISTRATOR. On and after the Effective Date, the Liquidating Debtors shall engage Paul Gunther (or such other Person as is designated by the Creditors' Committee or Reconstituted Committee and approved by the Bankruptcy Court) as Plan Administrator. The Plan Administrator may be terminated or replaced only with prior Bankruptcy Court approval after notice and a hearing. The Plan Administrator shall be appointed the sole director, president and chief executive officer of the Liquidating Debtors and shall perform the duties set forth in this Plan through the earlier of the date the Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan and the date the Plan Administrator resigns, is unable to serve, or is terminated for cause, provided, however, that, in the event that the Plan Administrator resigns, is unable to serve, or is terminated for cause prior to the date the Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan, then an individual to be named by the Reconstituted Committee shall, by operation of the Plan and without need for further Bankruptcy Court order or corporate action, be appointed the Plan Administrator, sole director, president and chief executive officer of the Liquidating Debtors subject to the foregoing provisions. Within fifteen (15) business days after the Effective Date, the Plan Administrator shall obtain a fiduciary bond in the face amount equal to the amount of Available Cash plus 10%, evidence of which shall be Filed with the Bankruptcy Court, which 30 bond (or a substitute bond for any successor Plan Administrator) shall remain in place until the resignation or removal of the Plan Administrator. The cost of such bond shall be treated as an Administrative Expense, which shall be paid out of Available Cash. 7.2 CONTINUING EXISTENCE. From and after the Confirmation Date, the Liquidating Debtors shall continue in existence. The Plan Administrator, with the consent of the Creditors' Committee or Reconstituted Committee or approval of the Bankruptcy Court, shall have authority on behalf of the Liquidating Debtors, without further approval from the Bankruptcy Court, to take all actions necessary to: (a) hold, manage, protect, administer, collect, sell, liquidate, prosecute, transfer, resolve, settle, adjust, invest, distribute, or otherwise dispose of any Assets of the Liquidating Debtors' Estates, including, without limitation, causes of action described in Section 9.1 of this Plan not released in this Plan; (b) reconcile Claims and contest objectionable Claims and Disputed Claims; (c) make all distributions to be funded under this Plan; (d) engage professionals (including those professionals that presently represent the Liquidating Debtors and the Creditors' Committee) and any other Entities necessary to assist the Plan Administrator and the Creditors' Committee or Reconstituted Committee in fulfilling their responsibilities; (e) pay all necessary expenses incurred in connection with the foregoing activities; (f) administer the Plan; (g) file tax returns and make other related corporate filings; (h) transfer Assets; (i) administer the Plan and the Assets of the Liquidating Debtors' Estates; and (j) undertake such other responsibilities as are reasonable and appropriate. The Plan Administrator shall have absolute discretion to pursue or not to pursue any and all claims, rights, or causes of action that the Liquidating Debtors retain pursuant to this Plan, as he determines in the exercise of his business judgment and in consultation with the Creditors' Committee or Reconstituted Committee as provided herein, and shall have no liability for the outcome of his decision. Subject to Section 7.9 of the Plan, the Plan Administrator may incur and pay any reasonable and 31 necessary expenses on behalf of the Liquidating Debtors in performing the foregoing functions without Bankruptcy Court approval. 7.3 POST-EFFECTIVE DATE OVERSIGHT OF THE LIQUIDATING DEBTORS. On the Effective Date, the Creditors' Committee shall be dissolved and the members thereof shall be released and discharged from all authority, duties, responsibilities, and obligations and related to and arising from and in connection with the Chapter 11 Cases. On the Effective Date, the Creditors' Committee shall be reconstituted to consist of members to be appointed by the Creditors' Committee (the "Reconstituted Committee"). The Reconstituted Committee shall be authorized to have its reasonable expenses reimbursed from the Operating Reserve. Members of the Reconstituted Committee shall receive no compensation except reimbursement of expenses actually incurred directly in connection with their duties on the Reconstituted Committee. The Reconstituted Committee shall be authorized to employ counsel, which firm (or firms) shall be entitled to compensation from the Operating Reserve in accordance with Section 7.9 of the Plan. The Reconstituted Committee and its advisors shall be authorized solely to oversee distributions under this Plan and to exercise those remedies available to the Reconstituted Committee under this Plan; provided, however, that if the Plan Administrator fails to perform any material obligations under this Plan, the Reconstituted Committee may, upon notice and a hearing, seek a Bankruptcy Court order to enforce the provisions of the Plan and may employ such experts as may be necessary to advise the Reconstituted Committee with respect to such action. 7.4 PLAN ADMINISTRATOR COMPENSATION. The Plan Administrator shall be compensated at a rate agreed to by the Plan Administrator and the Reconstituted Committee. 7.5 PLAN ADMINISTRATOR AND RECONSTITUTED COMMITTEE FIDUCIARIES. The Reconstituted Committee and the Plan Administrator shall act in a fiduciary capacity for the interests of all holders of Allowed Claims, but neither any decision of the Plan Administrator or the Reconstituted Committee nor the vote of any single member of the Reconstituted Committee 32 shall bind, limit or restrict the rights or obligations of any member of the Reconstituted Committee to or against the Liquidating Debtors, their Estates or any third party. Notwithstanding the foregoing, the fiduciary obligations of members of the Reconstituted Committee shall not restrict their ability to act independently in their own interests. 7.6 CANCELLATION OF INSTRUMENTS, SECURITIES AND OTHER DOCUMENTATION. Except to the extent otherwise provided under the Plan, upon the Effective Date, all agreements (other than assumed contracts and third party guaranties and indemnities of the Liquidating Debtors' obligations), credit agreements, prepetition loan documents and postpetition loan documents to which any Liquidating Debtor is a party, and all lien claims and other evidence of liens against any Liquidating Debtors, shall be deemed to be cancelled and of no further force and effect, without any further action on the part of the Liquidating Debtors or the Plan Administrator. The holders of or parties to such cancelled instruments, agreements, securities and other documentation will have no remaining rights arising from or relating to such documents or the cancellation thereof, except the rights provided pursuant to this Plan; provided, however, the Plan Administrator shall not be required to make any distribution under this Plan to or on behalf of any holder of an Allowed Claim evidenced by such cancelled instruments or securities unless and until such instruments or securities are marked cancelled by the holders thereof and received by Liquidating Debtors or the Plan Administrator. 7.7 NO REVESTING OF ASSETS. The property of the Liquidating Debtors' Estates shall not be revested in the Liquidating Debtors on or following the Confirmation Date or the Effective Date but shall remain property of the Liquidating Debtors' Estates and continue to be subject to the jurisdiction of the Bankruptcy Court following Confirmation of the Plan until distributed to holders of Allowed Claims or liquidated with the proceeds being contributed to Available Cash, in accordance with the provisions of the Plan and the Confirmation Order. 33 7.8 POST-CONFIRMATION OPERATIONS. Following Confirmation and prior to the occurrence of the Effective Date, the Liquidating Debtors shall execute such documents and take such other action as is necessary to effectuate the transactions provided for in this Plan. Upon the Effective Date, all directors of the Debtors and all officers of the Converting Debtors shall be deemed to have resigned without further action. From and after the Confirmation Date, each of the then current officers of the Liquidating Debtors shall continue in their respective capacities through the earlier of the date the Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan and the date each such officer resigns, is replaced or is terminated. 7.9 POST-CONFIRMATION PROFESSIONAL FEES AND EXPENSES. Counsel to the Liquidating Debtors, counsel to the Reconstituted Committee and other professional persons who may be retained in this case may, from time to time, following the Effective Date, provide legal or other professional services in connection with the Chapter 11 Cases which are not encompassed within an application for allowance approved by the Bankruptcy Court. Such services may be paid from the Operating Reserve without further application to the Court within ten (10) days after submission of a bill to the Plan Administrator with copies to the Liquidating Debtors' counsel, and counsel to the Reconstituted Committee, provided that no objection to the payment is raised. If an objection is raised and remains unresolved, the affected professional may file an application for allowance with the Bankruptcy Court on notice to the Plan Administrator, counsel to the Liquidating Debtors, counsel to the Reconstituted Committee, the United States Trustee, and any party having filed a request for notice in the Chapter 11 Cases. Such additional fees and expenses will thereafter be paid in the amounts fixed by the Bankruptcy Court. 7.10 POST-EFFECTIVE DATE REPORTING. As promptly as practicable after the making of any distributions that are required under the Plan to be made on the Effective Date, but in any event no later than ten (10) Business Days after the making of such distributions, the 34 Liquidating Debtors shall provide the Reconstituted Committee with a report setting forth the amounts and timing of all such distributions and the recipients thereof. Thereafter, the Liquidating Debtors shall provide to the Reconstituted Committee quarterly reports summarizing (i) the cash receipts and disbursements of the Liquidating Debtors for the immediately preceding three-month period and (ii) the status of resolution of any Disputed Claims during that same period. Each quarterly report shall also state the Liquidating Debtors' cash balances as of the beginning and ending of each such period. Quarterly reports shall be provided no later than the fifteenth (15th) day of each January, April, July and October until all Final Distributions under the Plan have been made. In addition, the Liquidating Debtors shall promptly provide to the Reconstituted Committee such other additional information that the Reconstituted Committee reasonably requires in connection with carrying out its duties and obligations in connection with this Plan. 7.11 POST-EFFECTIVE DATE INDEMNIFICATION CLAIMS AND THE INDEMNIFICATION RESERVE. On or before the Effective Date, the Liquidating Debtors will establish the Indemnification Reserve. The Indemnification Reserve shall be used to pay any Indemnification Claims not otherwise released pursuant to the Plan. For the purpose of this Section 7.11 and the distributions to be made under the Plan, (a) Claims of the Plan Administrator arising from the indemnification obligations of the Liquidating Debtors to the Plan Administrator in his present or former capacity as a representative and/or officer of the Liquidating Debtors' Estates and (b) the costs associated with any director's and/or officer's policy assumed pursuant to Section 6.1 hereof, shall be paid from the Indemnification Reserve but not capped by the amounts contained therein. On the Final Distribution Date, any funds remaining in the Indemnification Reserve shall (i) first, be used to prepay remaining coverage under any director's and/or officer's policy assumed pursuant to Section 6.1 hereof, and (ii) second, to the extent remaining, become Available Cash subject to the Final Distribution procedures set forth in Section 10.14 hereof. 35 7.12 POST-CONFIRMATION FUNDING OF OPERATIONS AND FUNDING OF PLAN. This Plan shall be funded by (i) Available Cash on the Effective Date, (ii) funds added to Available Cash after the Effective Date from, among other things, the liquidation of the Liquidating Debtors' remaining Assets and the prosecution and enforcement of causes of action, and (iii) the release of any funds held in reserve in accordance with the terms thereof. The post-Confirmation operations of the Liquidating Debtors shall be funded from the Operating Reserve. 7.13 POST-CONFIRMATION ACCOUNTS. The Liquidating Debtors may establish one or more interest-bearing accounts as they determine may be necessary or appropriate to effectuate the provisions of this Plan consistent with section 345 of the Bankruptcy Code and any orders of the Bankruptcy Court, including accounts for the Operating Reserve, the Indemnification Reserve and the Disputed Funds Reserve. 7.14 DISSOLUTION OF THE LIQUIDATING DEBTORS. Upon the distribution of all Assets of the Liquidating Debtors' Estates pursuant to this Plan (including the transfer of any amounts held in reserve) and the filing by or on behalf of the Liquidating Debtors of a certification to that effect with the Bankruptcy Court, the Liquidating Debtors will be dissolved for all purposes effective as of the Final Distribution Date without the necessity for any other or further actions to be taken by or on behalf of the Liquidating Debtors or payments to be made in connection therewith, provided, however, that each of the Liquidating Debtors shall file with the official public office for keeping corporate records in its state of incorporation or organization a certificate of dissolution or equivalent document. Such a certificate of dissolution may be executed by the Plan Administrator without need for any action or approval by the shareholders, members or Board of Directors of any Liquidating Debtor. From and after the Effective Date, the Liquidating Debtors (i) for all purposes shall be deemed to have withdrawn their business operations from any state in which the Liquidating Debtors were previously conducting, or are registered or licensed to conduct, their business operations, and shall not be required to file any 36 document, pay any sum or take any other action, in order to effectuate such withdrawal, (ii) shall be deemed to have cancelled pursuant to this Plan all Interests and all Intercompany Claims, and (iii) shall not be liable in any manner to any taxing authority for franchise, business, license or similar taxes accruing on or after the Effective Date. 7.15 CLOSING OF THE CHAPTER 11 CASES. Notwithstanding anything to the contrary in the Bankruptcy Rules providing for earlier closure of the Chapter 11 Cases, when all Disputed Claims against the Liquidating Debtors have become Allowed Claims or have been disallowed by Final Order, and all remaining Assets of the Liquidating Debtors have been liquidated and converted into Cash (other than those Assets abandoned by the Liquidating Debtors or, if applicable, the Reconstituted Committee), and such Cash has been distributed in accordance with this Plan, or at such earlier time as the Liquidating Debtors, in consultation with the Reconstituted Committee, deem appropriate, the Liquidating Debtors shall seek authority from the Bankruptcy Court to close the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. ARTICLE 8 CONVERSION OF CHAPTER 11 CASES OF CONVERTING DEBTORS Pursuant to section 1112 of the Bankruptcy Code, a debtor in possession may freely convert its chapter 11 case to a chapter 7 case. The Converting Debtors have little or no assets in which they have any equity. Accordingly, the Converting Debtors' Chapter 11 Cases shall be converted to chapter 7 liquidations upon the Effective Date. 37 ARTICLE 9 POSTCONFIRMATION LITIGATION 9.1 RETENTION AND ENFORCEMENT OF CAUSES IN ACTION. Pursuant to section 1123(b)(3) of the Bankruptcy Code, except as otherwise provided in this Plan or the Confirmation Order, the Plan Administrator will have the exclusive right to enforce any and all causes of action against any Person and rights of the Liquidating Debtors that arose before, on or after the Petition Date, including but not limited to the rights and powers of a trustee and debtor-in-possession, against any Person whatsoever, including but not limited to all avoidance powers granted to the Liquidating Debtors under the Bankruptcy Code and all causes of action and remedies granted pursuant to sections 502, 506, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the Bankruptcy Code. Bankruptcy Court approval for settlement of any claims or causes of action and other rights brought by the Liquidating Debtors or the Plan Administrator shall not be required except as herein provided. Any settlement of any causes of action and other rights involving an original cause of action or other right equal to or in excess of $250,000 shall be subject to the approval of the Bankruptcy Court. Any settlement of any causes of action or other rights involving an original cause of action or other right in excess of $25,000 but less than $250,000 shall also be subject to the approval of the Bankruptcy Court if the Plan Administrator receives a written objection (which objection is not consensually resolved) within ten (10) Business Days of service of written notice of the proposed settlement to the Reconstituted Committee. 9.2 OBJECTIONS TO CLAIMS. Subject to applicable law, from and after the Effective Date, the Plan Administrator shall have the authority to File, settle, compromise, withdraw, arbitrate or litigate to judgment objections to Claims: (a) pursuant to applicable procedures established by the Bankruptcy Code, the Bankruptcy Rules and this Plan; and (b) subject to the oversight authority granted to the Reconstituted Committee under this Plan. 38 ARTICLE 10 DISTRIBUTIONS 10.1 NO DUPLICATE DISTRIBUTIONS. Unless expressly provided in the Plan, to the extent more than one Liquidating Debtor is liable for any Claim, such Claim shall be considered a single Claim and entitled only to the payment provided therefor under the applicable provisions of the Plan. 10.2 DISTRIBUTIONS BY THE LIQUIDATING DEBTORS. Distributions under this Plan shall be made by the Plan Administrator. The Plan Administrator may employ or contract with other entities to assist in or make the distributions required by the Plan without further order of the Bankruptcy Court. Distributions to any holder of an Allowed Claim shall be allocated first to the principal portion of any such Allowed Claim, and, only after the principal portion of any such Allowed Claim is satisfied in full, to any portion of such Allowed Claim comprising interest (but solely to the extent that interest is an allowable portion of such Allowed Claim pursuant to this Plan or otherwise). All payments shall be made in accordance with the priorities established in the Bankruptcy Code. 10.3 DELIVERY OF DISTRIBUTIONS IN GENERAL. Distributions to holders of Allowed Claims shall be made: (a) at the addresses set forth in the proofs of Claim Filed by such holders; (b) at the addresses set forth in any written notices of address change delivered to the Plan Administrator after the date on which any related proof of Claim was Filed; or (c) at the addresses reflected in the Schedules relating to the applicable Allowed Claim if no proof of Claim has been Filed and the Plan Administrator has not received a written notice of a change of address. 10.4 CASH PAYMENTS. Cash payments to be made pursuant to the Plan shall be made by checks drawn on a domestic bank or by wire transfer from a domestic bank, at the option of the Liquidating Debtors. 39 10.5 INTEREST ON CLAIMS. Unless otherwise specifically provided for in this Plan or the Confirmation Order, or required by applicable bankruptcy law, postpetition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a Final Distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim. 10.6 NO DE MINIMUS DISTRIBUTIONS. Other than in the Final Distribution, no payment of Cash in an amount of less than $50.00 shall be made on account of any Allowed Claim. Such undistributed amount will instead be made part of the Available Cash for use in accordance with this Plan. 10.7 FACE AMOUNT. Unless otherwise expressly set forth herein with respect to a specific Claim or Class of Claims, for the purpose of the provisions of this Article, the "Face Amount" of a Disputed Claim means the amount set forth on the proof of Claim unless the Disputed Claim has been estimated for distribution purposes or, in the alternative, if no proof of Claim has been timely Filed or deemed Filed, zero. 10.8 UNCLAIMED DISTRIBUTIONS. If the distribution check to any holder of an Allowed Claim is not cashed within sixty (60) days after it is sent out by the Plan Administrator, the holder of such Allowed Claim shall have such Claim discharged and shall be forever barred from asserting such Claim against the Liquidating Debtors or their property. In such cases, any Cash held for distribution on account of such Claim shall become the property of the Liquidating Debtors' Estates, shall, if applicable, be returned to the Plan Administrator as part of Available Cash and shall be distributed in accordance with the terms of this Plan. 10.9 EFFECTIVE DATE DISTRIBUTIONS. On the Effective Date, or as soon thereafter as practicable, the Liquidating Debtors shall distribute to the holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Professional Claims and Allowed Claims in Classes 1, 3, 4, 5 and 6, Cash equal to the distributions for each respective Class as set forth in the Plan or deliver the collateral to the holders of Allowed Claims in 40 Classes 3 and 4 pursuant to Sections 5.3 and 5.4 of the Plan. In satisfaction of its Class 2 Claims, MARAD shall retain the MARAD Notes. 10.10 SUPPLEMENTAL DISTRIBUTIONS. Unless otherwise provided in the Plan, to the extent there is Available Cash subsequent to the Effective Date, the Liquidating Debtors shall, on a Subsequent Distribution Date, distribute such Available Cash to the holders of Claims entitled thereto that were Allowed on the Effective Date or subsequently have become Allowed on or before the Subsequent Distribution Date (each, a "Supplemental Distribution"). Each Supplemental Distribution will reduce the Disputed Claims Reserve, calculated based upon, following resolution of all disputes and Allowance of any previously Disputed Claim, the reduction of the reserve by the amount previously allocated to the Disputed Claim Reserve on account of the Disputed Claim, as calculated prior to the date of the Supplemental Distribution. 10.11 FINAL DISTRIBUTIONS. The Liquidating Debtors shall, on the Final Distribution Date, distribute all Available Cash to the holders of Allowed Claims entitled thereto in accordance with the priorities and restrictions set forth herein. 10.12 DISPUTED CLAIMS RESERVE. To the extent there exist as of the Effective Date Disputed Claims in any Class, the Liquidating Debtors shall reserve from any distribution of their Estate Assets Cash in an amount equal to the Pro Rata portion of such distribution to which such Disputed Claim would be entitled if Allowed in the amount asserted by the holder of such Disputed Claim, as set forth in the definition of Disputed Claim Reserve. To the extent that any such Disputed Claim becomes an Allowed Claim, such reserved Cash shall be distributed to the holder of the Allowed Claim in a manner and amount consistent with the treatment of Allowed Claims in that Class, with any surplus Cash becoming generally available for use by the Liquidating Debtors in accordance with the terms of this Plan. 41 10.13 CLAIMS RESOLUTION AUTHORITY. The Liquidating Debtors shall review Claims that are not Allowed Claims and shall resolve such Claims through the claims objection process in the Bankruptcy Court or by compromise. Bankruptcy Court approval for compromise of a Claim shall not be required except as herein provided. Any compromise of a Claim in a disputed amount which is to be allowed in an amount equal to or in excess of $100,000 shall be subject to the approval of the Bankruptcy Court but such compromise shall not require notice to any party other than to the members of the Reconstituted Committee, and shall not require a hearing, unless the Bankruptcy Court orders otherwise. Any compromise of a Disputed Claim with respect to which the amount to be allowed is in excess of $50,000 but less than $100,000 shall also be subject to Bankruptcy Court approval if the proposed compromise is objected to (which objection is not resolved consensually) by the Reconstituted Committee within ten (10) business days of their receipt of such notice. The Liquidating Debtors, in their sole discretion, may submit resolutions of Claims in disputed amounts of $50,000 and less to the Bankruptcy Court for its approval, but they are fully authorized to resolve such Claims without Bankruptcy Court approval. 10.14 COMPLIANCE WITH TAX REQUIREMENTS. In connection with the Plan and the distributions made in accordance thereto, to the extent applicable, the Liquidating Debtors shall comply with all tax withholding and reporting requirements imposed on it by any governmental unit and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. The Plan Administrator shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. 42 ARTICLE 11 RELEASE OF LIENS Except as otherwise provided in this Plan or any contract, instrument, release, indenture or other agreement or document created in connection with this Plan, all liens, encumbrances and other security interests against Assets of the Liquidating Debtors' Estates shall be deemed fully and completely released and discharged and all of the Assets of the Liquidating Debtors' Estates shall be deemed free and clear of any such liens, claims and encumbrances on and after the Effective Date. ARTICLE 12 CONDITIONS TO THE EFFECTIVE DATE 12.1 CONDITIONS TO EFFECTIVE DATE. The Plan shall not become effective and the Effective Date shall not occur unless and until: 12.1.1 The Bankruptcy Court shall have entered the Confirmation Order in form and substance satisfactory to the Liquidating Debtors and the Creditors' Committee; 12.1.2 No stay of the Confirmation Order shall be in effect at the time the other conditions set forth in this Section 12.1 are satisfied, or, if permitted, waived; 12.1.3 All documents, instruments and agreements, in form and substance satisfactory to the Liquidating Debtors, provided for under this Plan or necessary to implement this Plan shall have been executed and delivered by the parties thereto, unless such execution or delivery has been waived by the parties benefited thereby; and 12.1.4 There shall exist sufficient Available Cash to pay all Allowed Administrative Claims, Allowed Professional Claims, Allowed Priority Tax Claims and Allowed Other Priority Claims. 43 12.2 TERMINATION OF PLAN FOR FAILURE TO BECOME EFFECTIVE. If the Effective Date shall not have occurred on or prior to the date that is forty-five (45) days after the Confirmation Date, then this Plan shall terminate and be of no further force or effect unless the provisions of this Section are waived in writing by the Liquidating Debtors and the Creditors' Committee. 12.3 WAIVER OF CONDITIONS. The Liquidating Debtors and the Creditors' Committee, in their sole discretion, may waive Section 12.2 of this Plan. 12.4 NOTICE OF EFFECTIVE DATE. On the Effective Date, or as soon thereafter as is practicable, the Liquidating Debtors shall file with the Bankruptcy Court a "Notice of Effective Date" in a form reasonably acceptable to the Liquidating Debtors in their sole discretion, which notice shall constitute appropriate and adequate notice that this Plan has become effective, provided, however, that the Liquidating Debtors shall have no obligation to notify any Person other than the Creditors' Committee of such fact. The Plan shall be deemed to be effective as of 12:01 a.m., prevailing Eastern time, on the date of such filing. A courtesy copy of the Notice of Effective Date may be sent by first class mail, postage prepaid (or at the Liquidating Debtors' option, by courier or facsimile) to those Persons who have filed with the Bankruptcy Court requests for notices pursuant to Bankruptcy Rule 2002. 44 ARTICLE 13 EFFECT OF CONFIRMATION 13.1 JURISDICTION OF COURT. Until the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Debtors, their Assets and their Estates. Thereafter, jurisdiction of the Bankruptcy Court over the Liquidating Debtors, their Assets and their Estates shall be limited to the subject matters set forth in Article 14 of this Plan. 13.2 BINDING EFFECT. Except as otherwise provided in section 1141(d) of the Bankruptcy Code, on and after the Confirmation Date, the provisions of this Plan shall bind any holder of a Claim against or Interest in the Liquidating Debtors and such holder's respective successors and assigns, whether or not the Claim or Interest of such holder is Impaired under this Plan and whether or not such holder has accepted the Plan. 13.3 STAY. Unless otherwise provided herein, all injunctions or stays provided for in the Chapter 11 Cases of the Liquidating Debtors pursuant to sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Final Distribution Date. 13.4 EXCULPATION. Except as otherwise specifically provided in this Plan, neither the Liquidating Debtors nor the Creditors' Committee (solely with respect to its conduct as a committee and not with respect to the actions of its members as individual creditors), nor any of such parties' respective present members (with respect to members of the Creditors' Committee, solely with respect to each member's conduct in furtherance of its, his, or her duties as a member of the Creditors' Committee, and not with respect to the actions of such members as individual creditors), officers, directors, employees, representatives, advisors, attorneys, financial advisors, investment bankers or agents or any of such parties' successors and assigns, shall have or incur, and are hereby released from, any Claim, obligation, cause of action or liability to one another or to any holder of a Claim or an Interest, or any other party in interest, or any of their respective officers, directors, members and/or enrollees, employees, representatives, advisors, 45 attorneys, financial advisors, investment bankers, agents, or Affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the pursuit of Confirmation of this Plan, the consummation of this Plan, or the administration of this Plan or the property to be distributed under this Plan, except for their willful misconduct, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under this Plan. 13.5 INJUNCTION. Except as otherwise specifically provided in the Plan or the Confirmation Order, all Persons who have held, hold or may hold claims, rights, causes of action, liabilities or any equity interests based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, other than as expressly provided in this Plan or the Confirmation Order, regardless of the filing, lack of filing, allowance or disallowance of such a Claim or Interest and regardless of whether such Person has voted to accept the Plan and any successors, assigns or representatives of the foregoing shall be precluded and permanently enjoined on and after the Effective Date from (a) commencing or continuing in any manner any Claim, action or other proceeding of any kind with respect to any Claim, Interest or any other right or Claim against the Liquidating Debtors, or any assets of the Liquidating Debtors which they possessed or may possess prior to the Effective Date, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order with respect to any Claim, Interest or any other right or Claim against the Liquidating Debtors, or any Assets of the Liquidating Debtors which they possessed or may possess prior to the Effective Date, (c) creating, perfecting or enforcing any encumbrance of any kind with respect to any Claim, Interest or any other right or Claim against the Liquidating Debtors, the Creditor Releasees, or any Assets of the Liquidating Debtors which they possessed or may possess prior to the Effective Date, and (d) asserting any Claims that are released hereby. 46 13.6 RELEASES BY LIQUIDATING DEBTORS. Except as expressly provided in this Plan, upon the Effective Date, the Liquidating Debtors hereby (i) remise, acquit, waive, release and forever discharge each of the Debtor Releasees, and (ii) covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Debtor Releasees based upon any claims, demands, indebtedness, agreements, promises, causes of action, obligations, damages or liabilities of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, that the Liquidating Debtors or their Estates ever had, claimed to have, has, or may have or claim to have against the Debtor Releasees, or any of them, by reason of any matter, cause, thing, act or omission of the Debtor Releasees, or any of them, in each case related to the Liquidating Debtors. All Claims so waived and released shall be waived and released for all purposes. 13.7 LIMITATION OF LIABILITY. Except as expressly set forth in the Plan, following the Effective Date, none of the Debtors, the Plan Administrator, the Creditors' Committee, the Reconstituted Committee or any of their respective members, officers, directors, employees, advisors, attorneys, professionals or agents shall have or incur any liability to any holder of a Claim or Interest for any act or omission in connection with, related to, or arising out of, the Chapter 11 Cases, the pursuit of Confirmation of the Plan, the consummation of the Plan or any contract, instrument, release or other agreement or document created in connection with this Plan, or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct. ARTICLE 14 RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases of 47 the Liquidating Debtors after the Effective Date as is legally permissible, including jurisdiction to: (a) Allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims, Interests and Administrative Claims; (b) Hear and determine any and all causes of action against any Person and rights of the Liquidating Debtors that arose before or after the Petition Date, including but not limited to the rights and powers of a trustee and debtor-in-possession, against any Person whatsoever, including but not limited to all avoidance powers granted to the Liquidating Debtors under the Bankruptcy Code and all causes of action and remedies granted pursuant to sections 502, 506, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the Bankruptcy Code; (c) Grant or deny any applications for allowance of compensation for professionals authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; (d) Resolve any matters relating to the assumption, assumption and assignment or rejection of any executory contract or unexpired lease to which any Liquidating Debtor is a party or with respect to which any of the Liquidating Debtors may be liable, including without limitation the determination of whether such contract is executory for the purposes of section 365 of the Bankruptcy Code, and hear, determine and, if necessary, liquidate any Claims arising therefrom; (e) Enter orders approving the Liquidating Debtors' post-Confirmation sale or other disposition of Assets under section 363 of the Bankruptcy Code; 48 (f) Ensure that distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan; (g) Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving any Liquidating Debtor that may be pending in the Chapter 11 Cases on the Effective Date; (h) Hear and determine matters concerning state, local or federal taxes in accordance with sections 346, 505 or 1146 of the Bankruptcy Code; (i) Decide or resolve any disputes with DNPS in any way relating to the Asset Sale; (j) Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and the Confirmation Order; (k) Hear and determine any matters concerning the enforcement of the provisions of Article 13 of this Plan and any other releases or injunctions contemplated by this Plan; (l) Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or the Confirmation Order; (m) Permit the Liquidating Debtors, to the extent authorized pursuant to section 1127 of the Bankruptcy Code, to modify the Plan or any agreement or document created in connection with the Plan, or remedy any defect or omission or reconcile any inconsistency in the Plan or any agreement or document created in connection with the Plan; (n) Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation, implementation or enforcement of the Plan or the Confirmation Order; 49 (o) Enforce any injunctions entered in connection with or relating to the Plan or the Confirmation Order; (p) Enter and enforce such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated, or distributions pursuant to the Plan are enjoined or stayed; (q) Determine any other matters that may arise in connection with or relating to the Plan or any agreement or the Confirmation Order; (r) Enter any orders in aid of prior orders of the Bankruptcy Court; (s) Hear and determine any request of the Reconstituted Committee for authority and approval to take any actions or enforce any remedies provided to the Reconstituted Committee pursuant to any provision of this Plan; and (t) Enter an order concluding the Chapter 11 Cases. ARTICLE 15 ACCEPTANCE OR REJECTION OF THE PLAN 15.1 PERSONS ENTITLED TO VOTE. Classes 1 and 4 are not Impaired and pursuant to section 1126(f) of the Bankruptcy Code are deemed to have accepted the Plan. Votes from holders of Class 1 and 4 Claims will not be solicited. Classes 2, 3, 5 and 6 are Impaired but will receive a distribution under the Plan. Votes from holders of Class 2, 3, 5 and 6 Claims will be solicited. Class 7 Claims and Class 8 Interests are Impaired and are not entitled to distributions pursuant to the Plan. Class 7 Claims and Class 8 Interests will be cancelled pursuant to the Plan and holders of such Claims are deemed pursuant to section 1126(g) of the Bankruptcy Code to have rejected the Plan. Votes from holders of Class 7 Claims and Class 8 Interests will not be solicited. 50 15.2 ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of Claims shall have accepted the Plan if (i) the holders (other than any holder designated under section 1126(e) of the Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually voting in such Class have voted to accept the Plan and (ii) the holders (other than any holder designated under section 1126(e) of the Bankruptcy Code) of at least one-half in number of the Allowed Claims actually voting in such Class have voted to accept the Plan. 15.3 REQUEST FOR NON-CONSENSUAL CONFIRMATION. Class 7 and Class 8 receive no distribution on account of their Claims and Interests and are therefore deemed to have rejected the Plan. The Debtors therefore request that the Court confirm the Plan under the cramdown provisions of section 1129(b) of the Bankruptcy Code with respect to Class 7 and Class 8, as well as with respect to any other Class that does not vote to accept the Plan. ARTICLE 16 MISCELLANEOUS PROVISIONS 16.1 SUBSTANTIVE CONSOLIDATION OF UNSECURED CLAIMS AGAINST LIQUIDATING DEBTORS. The Plan is premised on the substantive consolidation of all of the Liquidating Debtors with respect to the treatment of all Claims except for Secured Claims in Classes 2, 3 and 4, as provided below. The Plan does not contemplate substantive consolidation of the Liquidating Debtors with respect to the Secured Claims against or Interests in the Liquidating Debtors, which shall be deemed to apply separately with respect to each Plan proposed by each Liquidating Debtor. This Plan shall serve as a request by the Debtors, in lieu of a separate motion, to the Bankruptcy Court, that it grant substantive consolidation of all Claims except for Secured Claims in Classes 2, 3 and 4. On the Effective Date, (a) all Class 7 Intercompany Claims will be cancelled, (b) after giving effect to the transfers set forth in the Plan to the holders of Administrative 51 Claims, Professional Claims, Allowed Priority Tax Claims, Class 1 Claims, Class 2 Claims, Class 3 Claims and Class 4 Claims, all Assets and liabilities of the Liquidating Debtors will be merged or treated as though they were merged, (c) all guarantees of the Liquidating Debtors of the obligations of any other Liquidating Debtor and any joint or several liability of any of the Liquidating Debtors shall be eliminated, and (d) except with respect to Secured Claims, each and every Claim against any Liquidating Debtor shall be deemed filed against the consolidated Liquidating Debtors and all Claims filed against more than one Liquidating Debtor for the same liability shall be deemed one Claim against and obligation of the consolidated Liquidating Debtors. 16.2 RECHARACTERIZATION OF AMCV CLAIMS. At the Confirmation Hearing, the Debtors shall seek to recharacterize the Claims of AMCV, if any, against any or all of the Liquidating Debtors as Interests or equitably subordinate such Claims pursuant to sections 105(a) and 510(c) of the Bankruptcy Code and other applicable law. If the Bankruptcy Court rules in the Confirmation Order that such Claims should be recharacterized or subordinated, such Claims shall be classified as Class 7 Claims hereunder. If the Bankruptcy Court does not rule in the Confirmation Order that such Claims should be recharacterized or subordinated, such Claims shall be classified as Class 5 or Class 6 Claims hereunder, as applicable. Nothing set forth herein shall be deemed to limit or waive the right of the Liquidating Debtors, the Plan Administrator, the Creditors' Committee or the Reconstituted Committee to seek an order recharacterizing, subordinating, consolidating or cancelling any other claims of any of the Debtors. 16.3 MODIFICATION OF THE PLAN. Subject to the restrictions on Plan modifications set forth in section 1127 of the Bankruptcy Code, the Liquidating Debtors reserve the right to alter, amend or modify the Plan before its substantial consummation. 16.4 REVOCATION OF THE PLAN. The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, or 52 if Confirmation does not occur or if the Plan does not become effective, then the Plan shall be null and void, and nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims by or against, or any Interests in, the Debtors; (b) constitute an admission of any fact or legal conclusion by the Debtors or any other Entity; or (c) prejudice in any manner the rights of the Debtors in any further proceedings involving the Debtors. 16.5 GOVERNING LAW. Unless a rule of law or procedure is supplied by (i) federal law (including the Bankruptcy Code and Bankruptcy Rules), or (ii) an express choice of law provision in any agreement, contract, instrument or document provided for, or executed in connection with, the Plan, the rights and obligations arising under the Plan and any agreements, contracts, documents and instruments executed in connection with the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof. 16.6 NO ADMISSIONS. Notwithstanding anything herein to the contrary, nothing contained in the Plan shall be deemed as an admission by the Debtors with respect to any matter set forth herein including, without limitation, liability on any Claim or the propriety of any Claims classification. 16.7 SEVERABILITY OF PLAN PROVISIONS. If prior to Confirmation any term or provision of the Plan that does not govern the treatment of Claims or Interests is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, Impaired or invalidated by such holding, alteration or interpretation. The Confirmation 53 Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. 16.8 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such Entity. 16.9 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of any Security or the making or delivery of any instrument of transfer under this Plan may not be taxed under any law imposing a stamp tax, use tax, sales tax or similar tax. Any sale of any Asset occurring before, after or upon the Effective Date shall be deemed to be in furtherance of this Plan. 16.10 PRESERVATION OF RIGHTS OF SETOFFS. The Liquidating Debtors, may, but shall not be required to, set off against any Claim, and the payments or other distributions to be made pursuant to this Plan in respect of such Claim, claims of any nature whatsoever that the Liquidating Debtors may have against the holder of such Claims; but neither the failure to do so nor the Allowance of any Claim hereunder shall constitute a waiver or release by the Liquidating Debtors of any such claim that the Liquidating Debtors may have against such holder. 54 16.11 SATURDAY, SUNDAY OR LEGAL HOLIDAY. If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. Dated: July 30, 2002 AMERICAN CLASSIC VOYAGES CO. (for itself and on behalf of the Debtors) By: /s/ Jordan B. Allen ------------------------------------- Name: Jordan B. Allen ---------------------------------- Title: Executive Vice President ---------------------------------- WALSH, MONZACK AND MONACO By: /s/ Francis A. Monaco ------------------------------------- Francis A. Monaco (No. 2078) Joseph J. Bodnar (No. 2512) 1201 Orange Street Wilmington, Delaware 19801 (302) 656-8162 -and- LATHAM & WATKINS By: /s/ Josef S. Athanas ------------------------------------- David S. Heller Josef S. Athanas Suite 5800 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-7700 Attorneys for the Debtors and Debtors-in-Possession 55 EXHIBIT 1 Debtors

Debtor Name Tax Id Case No. - ----------- ---------- -------- American Classic Voyages Co. 31-0303330 01-10954 Great Pacific NW Cruise Line, L.L.C. 72-1446619 01-10977 DQCV, L.L.C. f/k/a Delta Queen Coastal Voyages, L.L.C. 72-1451156 01-10964 Cape Cod Light, L.L.C. 72-1451150 01-10962 Cape May Light, L.L.C. 72-1451148 01-10961 DQSB II, Inc. 36-4133147 01-10974 AMCV Holdings, Inc. 72-1451155 01-10973 Ocean Development Co. 36-4243198 01-10972 Great Hawaiian Cruise Line, Inc. 36-3897706 01-10975 CAT II, Inc. 72-1451157 01-10968 Great Independence Ship Co. 36-3897780 01-10969 Great Hawaiian Properties Corporation 36-3897776 01-10971 American Hawaii Properties Corporation 99-0327076 01-10976 AMCV Cruise Operations, Inc. 36-4365686 01-10967 TDQS Co. f/k/a The Delta Queen Steamboat Co. 72-1245383 01-10970 Cruise America Travel, Incorporated, 31-0963640 01-10966 Great AQ Steamboat, L.L.C. 72-1353482 01-10960 Great Ocean Cruise Line, L.L.C. 72-1351947 01-10959 Great River Cruise Line, L.L.C. 72-1353488 01-10963 DQSC Property Co. 36-4233547 01-10965

EXHIBIT 2 Converting Debtors

Debtor Name Tax Id Case No. - ----------- ---------- -------- American Classic Voyages Co. 31-0303330 01-10954 Great Pacific NW Cruise Line, L.L.C. 72-1446619 01-10977 DQCV, L.L.C. f/k/a 72-1451156 01-10964 Delta Queen Coastal Voyages, L.L.C. Cape Cod Light, L.L.C. 72-1451150 01-10962 Cape May Light, L.L.C. 72-1451148 01-10961 DQSB II, Inc. 36-4133147 01-10974 AMCV Holdings, Inc. 72-1451155 01-10973 Ocean Development Co. 36-4243198 01-10972 Great Hawaiian Cruise Line, Inc. 36-3897706 01-10975 CAT II, Inc. 72-1451157 01-10968 Great Independence Ship Co. 36-3897780 01-10969 Great Hawaiian Properties Corporation 36-3897776 01-10971 American Hawaii Properties Corporation 99-0327076 01-10976

EXHIBIT 3 Liquidating Debtors

Debtor Name Tax Id Case No. - ----------- ---------- -------- AMCV Cruise Operations, Inc. 36-4365686 01-10967 TDQS Co. f/k/a The Delta Queen Steamboat Co. 72-1245383 01-10970 Cruise America Travel, Incorporated, 31-0963640 01-10966 Great AQ Steamboat, L.L.C. 72-1353482 01-10960 Great Ocean Cruise Line, L.L.C. 72-1351947 01-10959 Great River Cruise Line, L.L.C. 72-1353488 01-10963 DQSC Property Co. 36-4233547 01-10965

EX-99.1 4 g77469exv99w1.txt AMERICAN CLASSIC VOYAGES CO. JUNE 2002 EXHIBIT 99.1 DEBTOR: AMERICAN CLASSIC VOYAGES CO. CASE NUMBER: 01-10954 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ----------------- Steve Moeller Director, Accounting DEBTOR: AMERICAN CLASSIC VOYAGES CO. CASE NUMBER: 01-10954 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report

20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 2:48 PM American Classic Voyages Co Summary Case No: 01-10954 (JCA) UNAUDITED American Classic Voyages Co For Month Of June, 2002 Balances ---------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- -------- ---------- AMCV Deferred Compensation 0.00 0.00 No- No - No - Bank One Account Account Account Account # - 1590101554 Closed Closed Closed AMCV Dental Benefits 0.00 0.00 No - No - No - Chase (JP Morgan Chase & Co) Account Account Account Account # - 002-2-426530 Closed Closed Closed AMCV Employee Stock Plan 0.00 0.00 No - No - No - LaSalle Bank Account Account Account Account # - 5800015140 Closed Closed Closed AMCV Insurance 0.00 0.00 No - No - No - LaSalle Bank Account Account Account Account # - 5800021411 Closed Closed Closed AMCV Medical Benefits 5,020.40 5,020.40 Yes No - Not Yes Chase (JP Morgan Chase & Co) Concentration Account # - 002-2-426522 Account American Classic Voyages Co 0.00 0.00 No - No - No - Master Cash Account Account Account LaSalle Bank Closed Closed Closed Account # - 2355464 American Classic Voyages Co 0.00 0.00 No - No - No - Payroll Account Account Account LaSalle Bank Closed Closed Closed Account # - 2369368 American Classic Voyages Co 0.00 0.00 No - No - No - PAC Account Account Account LaSalle Bank Closed Closed Closed Account # - 2355882 American Classic Voyages Co 36,351,784.01 34,695,730.63 Yes Yes Yes Investment Account Credit Suisse Asset Management Account # - 247003452 American Classic Voyages Co 0.00 0.00 No - No - No - Investment Account Account Account Account Goldman Sachs & Co. Closed Closed Closed Account # - 020-53613-2 American Classic Voyages Co 0.00 0.00 No - No - No - Investment Account Account Account Account Merrill Lynch Closed Closed Closed Account # - 318-3271750-7 American Classic Voyages Co 0.00 0.00 No - No - No - Investment Account Account Account Account Conifer Securities Closed Closed Closed Account # - 330-50683 1-8

20-Jul-02 Receipts & Disbursements Attachment 2-1 2:52 PM American Classic Voyages R&D - Chase - AMCV Med Ben Case No: 01-10954 (JCA) UNAUDITED Chase AMCV Medical Benefits Account # - 002-2-426522 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 - -------------------------- 5,020.40 Receipts - -------- From United Healthcare (Reversal) 0.00 Total Receipts Disbursements - ------------- To United Healthcare 0.00 Total Disbursements Closing Balance - 30 Jun 02 - --------------------------- 5,020.40 20-Jul-02 Receipts & Disbursements Attachment 2-2 2:54 PM American Classic Voyages R&D - Credit Suisse Case No: 01-10954 (JCA) UNAUDITED Investment Account Credit Suisse Investment Account Account # - 247003452 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 - -------------------------- 36,351,784.01 Receipts - -------- 43,946.62 Interest Earned ------------- 43,946.62 Total Receipts Disbursements - ------------- (1,700,000.00) To The Delta Queen Steamboat Company - Hibernia - DQ Master Cash Account (812-395-335) ------------- (1,700,000.00) Total Disbursements Closing Balance - 30 Jun 02 - --------------------------- 34,695,730.63 AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:24 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02

currency USD Company=10 (AMCV) PTD-Actual 30-Jun-02 -------------------- Revenue Gross Revenue 0.00 Allowances 0.00 -------------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------------------- Total Operating Expenses 0.00 -------------------- Gross Profit 0.00 SG&A Expenses General and Admin Expenses 133,732.11 Sales & Marketing 0.00 Start-Up Costs 0.00 -------------------- Total SG&A Expenses 133,732.11 -------------------- EBITDA (133,732.11) Depreciation 13,902.03 -------------------- Operating Income (147,634.14) Other Expense/(Income) Interest Income (45,231.66) Interest Expense 21,390.64 Equity in Earnings for Sub (583,457,448.28) Reorganization expenses 439,511.92 -------------------- Total Other Expense/(Income) 583,873,119.18 -------------------- Net Pretax Income/(Loss) (584,020,753.32) Income Tax Expense 0.00 -------------------- Net Income/(Loss) (584,020,753.32) ====================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:49:59 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02

currency USD Company=10 (AMCV) YTD-Actual YTD-Actual 30-Jun-02 19-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 34,695,729.78 10,343,248.25 Restricted Cash 0.00 0.00 Marketable Securities 0.00 337.15 Accounts Receivable 3,678,916.74 3,678,916.74 Inventories 0.00 0.00 Prepaid Expenses 79,453.96 0.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 38,454,100.48 14,022,502.14 Fixed Assets 4,979,716.68 4,979,716.68 Accumulated Depreciation (4,616,243.25) (4,497,369.91) -------------- -------------- Net Fixed Assets 363,473.43 482,346.77 Net Goodwill 0.00 81,420.64 Intercompany Due To/From 238,080,801.75 265,726,906.60 Net Deferred Financing Fees 3,229,986.54 3,408,954.89 Net Investment in Subsidiaries (555,050,375.53) 48,551,297.73 Other Non Current Assets 0.00 109,986.54 -------------- -------------- Total Other Assets (313,739,587.24) 317,878,566.40 -------------- -------------- Total Assets (274,922,013.33) 332,383,415.31 ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:49:59 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02

currency USD Company=10 (AMCV) YTD-Actual YTD-Actual 30-Jun-02 19-Oct-02 -------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 1,820,019.51 1,089,864.63 Deposits 0.00 0.00 -------------- -------------- Total Current Liabilities 1,820,019.51 1,089,864.63 Long Term Debt 0.00 0.00 Other Long Term Liabilities (3,221,982.41) (3,434,093.96) -------------- -------------- Total Liabilities (1,401,962.90) (2,344,229.33) OTHER Liabilities Subject to Compromise 200,418,510.55 200,418,510.55 -------------- -------------- Total Other 200,418,510.55 200,418,510.55 OWNER'S EQUITY Common Stock 211,013.08 211,013.08 Add'l Paid In Capital 204,438,037.35 204,438,037.35 Current Net Income (Loss) (604,567,144.41) (40,694,620.74) Retained Earnings (74,020,467.00) (29,645,295.60) -------------- -------------- Total Owner's Equity (473,938,560.98) 134,309,134.09 -------------- -------------- Total Liabilities & Equity (274,922,013.33) 332,383,415.31 ============== ==============

AMERICAN CLASSIC VOYAGES CO. ATTACHMENT 6 01-10954(JCA) SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS FOR THE MONTH ENDED JUNE 30, 2002 BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE AMCV Cruise Operations, Inc. 01-10967 48,693,943.29 1,703,786.65 221,300.66 50,176,429.28 The Delta Queen Steamboat Co. 01-10970 6,302,261.47 -- 66,538.14 6,235,723.33 DQSB II, Inc. 01-10974 22,836.06 -- -- 22,836.06 Great AQ Steamboat, L.L.C. 01-10960 (22,406,995.29) -- 925.62 (22,407,920.91) Great Pacific NW Cruise Line, L.L.C. 01-10977 (15,478,454.20) 5,600.00 -- (15,472,854.20) Great River Cruise Line, L.L.C. 01-10963 6,702,809.08 -- 422.53 6,702,386.55 Great Ocean Cruise Line, L.L.C. 01-10959 (29,573,422.13) -- 5,092.33 (29,578,514.46) Cruise America Travel, Incorporated 01-10966 103,377.71 -- -- 103,377.71 Delta Queen Coastal Voyages, L.L.C. 01-10964 934,299.38 -- -- 934,299.38 Cape Cod Light, L.L.C. 01-10962 (1,670,131.78) -- -- (1,670,131.78) Cape May Light, L.L.C. 01-10961 (657,370.97) 646.64 -- (656,724.33) Project America, Inc. N/A (29,154,390.86) -- -- (29,154,390.86) Oceanic Ship Co. N/A 41,568,970.91 691.51 -- 41,569,662.42 Project America Ship I, Inc. N/A 1,793,166.15 -- -- 1,793,166.15 Project America Ship II, Inc. N/A 27,241,846.63 -- -- 27,241,846.63 Ocean Development Co. 01-10972 206,379,952.56 9,167.14 -- 206,389,119.70 Great Hawaiian Cruise Line, Inc. 01-10975 3,571,229.75 -- -- 3,571,229.75 Great Hawaiian Properties Corporation 01-10971 (51,110,970.59) -- -- (51,110,970.59) American Hawaii Properties Corporation 01-10976 2,485,515.74 -- 1,475.02 2,484,040.72 Great Independence Ship Co. 01-10969 24,948,774.58 -- -- 24,948,774.58 CAT II, Inc. 01-10968 15,959,416.62 -- -- 15,959,416.62 ---------------------------------------------------------------------- 236,656,664.11 1,719,891.94 295,754.30 238,080,801.75 ======================================================================

AMERICAN CLASSIC VOYAGES CO. 01-10954 (JCA) ACCOUNTS RECEIVABLE AGING AS OF JUNE 30, 2002 ATTACHMENT 7 NOT APPLICABLE AMERICAN CLASSIC VOYAGES CO. 01-10954 (JCA) ACCOUNTS PAYABLE DETAIL AS OF JUNE 30, 2002 ATTACHMENT 8 NOT APPLICABLE DEBTOR: AMERICAN CLASSIC VOYAGES CO. CASE NUMBER: 01-10954 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. Deferred financing costs represent costs incurred in connection with placing pre-petition debt instruments. Deferred financing costs are being amortized to interest expense over the term of the applicable debt instrument. 2. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. 3. The Debtor has ceased recording accruals for distributions on its Trust Preferred securities. Historically, these accruals for these distributions were charged to "interest expense and other financing costs." 4. Accounts Receivable represents pre-petition total hold-backs by Paymentech, Inc., the Debtor's credit card processing agent against pre-petition customer deposits. Detail for such hold-backs has not been received from Paymentech, Inc. 5. The cash proceeds of $33.8 million from sale of assets by some of the Debtors were received on May 31, 2002. The proceeds will be transferred to the appropriate Debtor after final calculation of all closing costs and declaration of the purchase price allocation by the purchaser. EX-99.2 5 g77469exv99w2.txt GREAT OCEAN CRUISE LINE, L.L.C. JUNE 2002 EXHIBIT 99.2 DEBTOR: GREAT OCEAN CRUISE LINE, L.L.C. CASE NUMBER: 01-10959 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ----------------- Steve Moeller Director, Accounting DEBTOR: GREAT OCEAN CRUISE LINE, L.L.C. CASE NUMBER: 01-10959 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report

20-Jul-02 Summary Of Bank, Investment & Petty Cash Accounts Attachment 1 3:01 PM Great Ocean Cruise Line, L.L.C. Summary Case No: 01-10959 (JCA) UNAUDITED Great Ocean Cruise Line, LLC For Month Of June, 2002 Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- -------- -------- ---------- Mississippi Queen Steamer 48,196.81 15,600.72 Yes No - Not Yes Hibernia Concentration Account # - 812-502-719 Account Mississippi Queen 0.00 0.00 No - No Not A Bank No - No Petty Cash Activity Account Activity

20-Jul-02 Receipts & Disbursements Attachment 2 3:03 PM Great Ocean Cruise Line, L.L.C. R&D - Hibernia - MQ Steamer Case No: 01-10959 (JCA) UNAUDITED Hibernia Mississippi Queen Steamer Account Account # - 812-502-719 1 Jun 02 - 30 Jun 02

Opening Balance - 1 Jun 02 - -------------------------- 48,196.81 Receipts - -------- 0.00 Total Receipts Disbursements - ------------- 0.00 Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 - --------------------------- 15,600.72

*$32,596.09 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Concentration & Investment Account Statements Attachment 3 3:06 PM Great Ocean Cruise Line, L.L.C. Summary Case No: 01-10959 (JCA) Great Ocean Cruise Line, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:34 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02

currency USD Company=21 (MISSISSIPPI QUEEN) PTD-Actual 30-Jun-02 --------------------- Revenue Gross Revenue (14,745.98) Allowances 0.00 --------------------- Net Revenue (14,745.98) Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 3,193.45 Vessel Expenses 19,573.72 Layup/Drydock Expense 0.00 Vessel Insurance 4,984.34 --------------------- Total Operating Expenses 27,751.51 --------------------- Gross Profit (42,497.49) SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 7,138.20 --------------------- Total SG&A Expenses 7,138.20 --------------------- EBITDA (49,635.69) Depreciation 0.00 --------------------- Operating Income (49,635.69) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 --------------------- Total Other Expense/(Income) 0.00 --------------------- Net Pretax Income/(Loss) (49,635.69) Income Tax Expense 0.00 --------------------- Net Income/(Loss) (49,635.69) =====================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:38 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02

currency USD Company=21 (MISSISSIPPI QUEEN) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- ASSETS Cash and Equivalent 11,331.72 91,427.94 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 61,448.42 Inventories 0.00 387,173.50 Prepaid Expenses 0.00 9,438.70 Other Current Assets 0.00 (14,555.00) ------------- ------------- Total Current Assets 11,331.72 534,933.56 Fixed Assets 0.00 32,530,486.54 Accumulated Depreciation 0.00 (22,994,750.57) ------------- ------------- Net Fixed Assets 0.00 9,535,735.97 Net Goodwill 0.00 0.00 Intercompany Due To/From 21,765,102.38 19,836,574.32 Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries 0.00 0.00 ------------- ------------- Total Other Assets 21,765,102.38 19,836,574.32 ------------- ------------- Total Assets 21,776,434.10 29,907,243.85 ============= =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:38 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02

currency USD Company=21 (MISSISSIPPI QUEEN) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- LIABILITIES Accounts Payable 1,826.90 9,423.11 Accrued Liabilities 11,920.50 935,232.90 Deposits 0.00 0.00 ------------- ------------- Total Current Liabilities 13,747.40 944,656.01 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------- ------------- Total Liabilities 13,747.40 944,656.01 OTHER Liabilities Subject to Compromise 2,667,587.11 2,827,647.41 ------------- ------------- Total Other 2,667,587.11 2,827,647.41 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 4,571,000.00 4,571,000.00 Current Net Income (Loss) (6,682,043.13) (984,131.23) Retained Earnings 21,206,142.72 22,548,071.66 ------------- ------------- Total Owner's Equity 19,095,099.59 26,134,940.43 ------------- ------------- Total Liabilities & Equity 21,776,434.10 29,907,243.85 ============= =============

GREAT OCEAN CRUISE LINE, LLC ATTACHMENT 6 01-10954(JCA) SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS FOR THE MONTH ENDED JUNE 30, 2002 BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 29,573,422.13 14,672.78 9,580.45 29,578,514.46 AMCV Cruise Operations, Inc. 01-10967 (22,033,773.41) 1,308.62 31,294.21 (22,063,759.00) The Delta Queen Steamboat Co. 01-10970 17,635,610.10 34,999.42 -- 17,670,609.52 DQSB II, Inc. 01-10974 (877.52) -- -- (877.52) Great AQ Steamboat, L.L.C. 01-10960 14,507.47 -- -- 14,507.47 Great Pacific NW Cruise Line, L.L.C. 01-10977 10,219.55 -- -- 10,219.55 Great River Cruise Line, L.L.C. 01-10963 (503,950.75) -- -- (503,950.75) Cruise America Travel, Incorporated 01-10966 (2,953,907.27) -- -- (2,953,907.27) Delta Queen Coastal Voyages, L.L.C. 01-10964 85,950.95 -- -- 85,950.95 Cape Cod Light, L.L.C. 01-10962 4,980.00 -- -- 4,980.00 Cape May Light, L.L.C. 01-10961 1,844.01 -- -- 1,844.01 Project America, Inc. N/A (4,475.20) -- -- (4,475.20) Great Hawaiian Cruise Line, Inc. 01-10975 (37,394.43) -- -- (37,394.43) Great Hawaiian Properties Corporation 01-10971 (34,964.32) -- -- (34,964.32) Great Independence Ship Co. 01-10969 (2,195.09) -- -- (2,195.09) --------------------------------------------------------------------- 21,754,996.22 50,980.82 40,874.66 21,765,102.38 =====================================================================

GREAT OCEAN CRUISE LINE, L.L.C. 01-10959 (JCA) ACCOUNTS RECEIVABLE AGING AS OF JUNE 30, 2002 ATTACHMENT 7 NOT APPLICABLE MISSISSIPPI QUEEN AP-STEAMER CHECKS 21-000-221300-00000 JUNE-02 OUTSTANDING CHECKS: 17103 Garrett TV & Appliances 498.75 17104 Marvin Ross 957.96 17165 Jim Coulson-MCI 50.69 17183 S. Baham-Spiegel 20.00 17190 C. Sisson-J. Sisson 199.50 17248 A. Sisson-J. Sisson 100.00 ----------- Total per G/L: 1,826.90 =========== ATTACHMENT # 8 DEBTOR: GREAT OCEAN CRUISE LINE, L.L.C. CASE NUMBER: 01-10959 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Mississippi Queen resumed voyage sailing on May 7, 2002 (the "cut-off date"). Pursuant to the asset purchase agreement dated May 31, 2002 (the "close date"), the revenue and expenses between the cut-off date and the close date accrued to the benefit of the Purchaser. The cash disbursements for such expenses are not reflected herein on Attachment 2. An accounts receivable for these disbursements has been recorded on The Delta Queen Steamboat Co's books. due to the Debtors' commingled cash management system. EX-99.3 6 g77469exv99w3.txt GREAT AQ STEAMBOAT, L.L.C. JUNE 2002 EXHIBIT 99.3 DEBTOR: GREAT AQ STEAMBOAT, L.L.C. CASE NUMBER: 01-10960 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLE - ----------------- Steve Moeller Director, Accounting DEBTOR: GREAT AQ STEAMBOAT, L.L.C. CASE NUMBER: 01-10960 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report

20-Jul-02 Summary Of Bank, Investment & Petty Cash Accounts Attachment 1 3:08 PM Great AQ Steamboat, L.L.C. Summary Case No: 01-10960 (JCA) UNAUDITED Great AQ Steamboat, LLC For Month Of June, 2002 Balances ----------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- -------- -------- ---------- American Queen Steamer 0.00 0.00 No - No - Not No - Hibernia No Activity Concentration No Activity Account # - 812-395-343 Account American Queen 0.00 0.00 No - Not A Bank No - Petty Cash No Activity Account No Activity

20-Jul-02 Receipts & Disbursements Attachment 2 3:09 PM Great AQ Steamboat, L.L.C. Summary Case No: 01-10960 (JCA) Great AQ Steamboat, LLC For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To All Accounts Closed 20-Jul-02 Concentration & Investment Account Statements Attachment 3 3:10 PM Great AQ Steamboat, L.L.C. Summary Case No: 01-10960 (JCA) Great AQ Steamboat, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:28 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02

currency USD Company=23 (AMERICAN QUEEN) PTD-Actual 30-Jun-02 ---------------------- Revenue Gross Revenue (3,843.35) Allowances 0.00 ---------------------- Net Revenue (3,843.35) Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses (568.62) Vessel Expenses (1,439.68) Layup/Drydock Expense 0.00 Vessel Insurance 1,523.49 ---------------------- Total Operating Expenses (484.81) ---------------------- Gross Profit (3,358.54) SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ---------------------- Total SG&A Expenses 0.00 ---------------------- EBITDA (3,358.54) Depreciation 0.00 ---------------------- Operating Income (3,358.54) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 ---------------------- Total Other Expense/(Income) 0.00 ---------------------- Net Pretax Income/(Loss) (3,358.54) Income Tax Expense 0.00 ---------------------- Net Income/(Loss) (3,358.54) ======================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:30 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02

currency USD Company=23 (AMERICAN QUEEN) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------------- ------------------- ASSETS Cash and Equivalent 0.00 27,915.55 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 100,111.04 Inventories 0.00 436,746.94 Prepaid Expenses 0.00 1,126.00 Other Current Assets 0.00 189,129.97 ------------------- ------------------- Total Current Assets 0.00 755,029.50 Fixed Assets 0.00 76,449,630.83 Accumulated Depreciation 0.00 (23,703,366.77) ------------------- ------------------- Net Fixed Assets 0.00 52,746,264.06 Net Goodwill 0.00 0.00 Intercompany Due To/From 33,541,074.06 11,900,053.46 Net Deferred Financing Fees 0.00 561,110.86 Net Investment in Subsidiaries 0.00 0.00 ------------------- ------------------- Total Other Assets 33,541,074.06 12,461,164.32 ------------------- ------------------- Total Assets 33,541,074.06 65,962,457.88 =================== ===================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:30 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02

currency USD Company=23 (AMERICAN QUEEN) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------------- ------------------- LIABILITIES Accounts Payable 1,774.58 5,469.58 Accrued Liabilities 0.00 754,127.79 Deposits 0.00 25.00 ------------------- ------------------- Total Current Liabilities 1,774.58 759,622.37 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------------- ------------------- Total Liabilities 1,774.58 759,622.37 OTHER Liabilities Subject to Compromise 2,341,087.01 48,583,115.71 ------------------- ------------------- Total Other 2,341,087.01 48,583,115.71 OWNER'S EQUITY Common Stock 1,000.00 1,000.00 Add'l Paid In Capital 4,060,000.00 4,060,000.00 Current Net Income (Loss) 14,762,561.17 (493,470.71) Retained Earnings 12,374,651.30 13,052,190.51 ------------------- ------------------- Total Owner's Equity 31,198,212.47 16,619,719.80 ------------------- ------------------- Total Liabilities & Equity 33,541,074.06 65,962,457.88 =================== ===================

GREAT AQ STEAMBOAT, LLC ATTACHMENT 6 01-10954(JCA) SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS FOR THE MONTH ENDED JUNE 30, 2002 Beginning Ending Affiliate Name Case Number Balance Debits Credits Balance American Classic Voyages Co. 01-10954 22,406,995.29 2,743.62 1,818.00 22,407,920.91 AMCV Cruise Operations, Inc. 01-10967 (22,858,441.96) 1,650.00 4,265.81 (22,861,057.77) The Delta Queen Steamboat Co. 01-10970 38,908,998.19 16,730.36 -- 38,925,728.55 DQSB II, Inc. 01-10974 (919.60) -- -- (919.60) Great Pacific NW Cruise Line, L.L.C. 01-10977 5,552.79 -- -- 5,552.79 Great River Cruise Line, L.L.C. 01-10963 (168,013.44) -- -- (168,013.44) Great Ocean Cruise Line, L.L.C. 01-10959 (14,507.47) -- -- (14,507.47) Cruise America Travel, Incorporated 01-10966 (3,165,198.27) -- -- (3,165,198.27) Delta Queen Coastal Voyages, L.L.C. 01-10964 144,264.37 -- -- 144,264.37 Cape Cod Light, L.L.C. 01-10962 (500,000.00) -- -- (500,000.00) Cape May Light, L.L.C. 01-10961 (1,640,241.44) -- -- (1,640,241.44) Project America, Inc. N/A (15,864.24) -- -- (15,864.24) Oceanic Ship Co. N/A (7,408.30) -- -- (7,408.30) Project America Ship I, Inc. N/A 459,787.19 -- -- 459,787.19 Great Hawaiian Properties Corporation 01-10971 (22,591.38) -- -- (22,591.38) American Hawaii Properties Corporation 01-10976 (1,496.24) -- -- (1,496.24) Great Independence Ship Co. 01-10969 (4,881.60) -- -- (4,881.60) ---------------------------------------------------------------------- 33,526,033.89 21,123.98 6,083.81 33,541,074.06 ======================================================================

GREAT AQ STEAMBOAT, L.L.C. 01-10960 (JCA) ACCOUNTS RECEIVABLE AGING AS OF JUNE 30, 2002 ATTACHMENT 7 NOT APPLICABLE AMERICAN QUEEN AP-STEAMER CHECKS 23-000-221300-00000 JUNE-02 OUTSTANDING CHECKS: 17707 Tashanda Morreno-Amber Hensley 60.00 17732 Peter Levaneur-Sally Ralicki 100.00 17768 Bryant Johnson-Kenshell Lang 80.00 17779 Mark King-Rosa Trumble 170.00 17820 Joe Willett-NARP 28.00 17827 B. Grisham-AG Edwards 100.00 17828 Mark King 340.00 17837 Daniel Smith-Anastastia Jones 75.00 17848 J. Hill-Neurosurgical Specialties 117.00 17850 E. Newman- R. Ryan 250.00 17851 Louis Ford-SJ Beaulieau 225.00 17852 Jocelyn Beasley-Payoff Voucher 95.47 17853 Ben Vandeven 17.18 17854 Matt Copeland 16.93 17863 Julia Hill-Sears 100.00 --------- Total per G/L: 1,774.58 ========= ATTACHMENT # 8 DEBTOR: GREAT AQ STEAMBOAT, L.L.C. CASE NUMBER: 01-10960 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.4 7 g77469exv99w4.txt CAPE MAY LIGHT, L.L.C. JUNE 2002 EXHIBIT 99.4 DEBTOR: CAPE MAY LIGHT, L.L.C. CASE NUMBER: 01-10961 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ----------------- Steve Moeller Director, Accounting DEBTOR: CAPE MAY LIGHT, L.L.C. CASE NUMBER: 01-10961 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report

20-Jul-02 Summary Of Bank,Investment & Petty Cash Accounts Attachment 1 3:11 PM Cape May Light, L.L.C. Summary Case No: 01-10961 (JCA) UNAUDITED Cape May Light, LLC For Month Of June, 2002 Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- -------- -------- ---------- American Classic Voyages Co. 0.00 0.00 No - No - No - Bank of America Account Account Account Account # - 0030 6982 7205 Closed Closed Closed Cape May Light Escrow 785,839.00 0.00 No - Amount Was No - Account Is No US Dept of Transportation Offset Against Under Control Maritime Administration Debt To Maritime Of Maritime Adminstration Adminstration - No Statements American Classic Voyages Co. 0.00 0.00 No - No - No - Bank of America Account Account Account Account # - 0041 6103 2379 Closed Closed Closed Cape May Light 0.00 0.00 No - No - Not No - Petty Cash No Activity A Bank No Activity Account

20-Jul-02 Receipts & Disbursements Attachment 2 3:13 PM Cape May Light, L.L.C. Summary Case No: 01-10961 (JCA) Cape May Light, LLC For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To No Bank Activity Or Investment Accounts 20-Jul-02 Concentration & Investment Account Statements Attachment 3 3:14 PM Cape May Light, L.L.C. Summary Case No: 01-10961 (JCA) Cape May Light, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:30 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02

currency USD Company=31 (CAPE MAY LIGHT) PTD-Actual 30-Jun-02 ---------------------- Revenue Gross Revenue (1,091.22) Allowances 0.00 ---------------------- Net Revenue (1,091.22) Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 1,601.36 ---------------------- Total Operating Expenses 1,601.36 ---------------------- Gross Profit (2,692.58) SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ---------------------- Total SG&A Expenses 0.00 ---------------------- EBITDA (2,692.58) Depreciation 0.00 ---------------------- Operating Income (2,692.58) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 44,298,311.51 ---------------------- Total Other Expense/(Income) 44,298,311.51 ---------------------- Net Pretax Income/(Loss) (44,301,004.09) Income Tax Expense 0.00 ---------------------- Net Income/(Loss) (44,301,004.09) ======================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:36 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02

currency USD Company=31 (CAPE MAY LIGHT) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------------ ------------------- ASSETS Cash and Equivalent 0.00 29,003.54 Restricted Cash 0.00 785,839.00 Accounts Receivable 0.00 15,651.15 Inventories 0.00 750,424.74 Prepaid Expenses 0.00 71,343.83 Other Current Assets 0.00 0.00 ------------------ ------------------- Total Current Assets 0.00 1,652,262.26 Fixed Assets 0.00 42,033,338.72 Accumulated Depreciation 0.00 (550,825.00) ------------------ ------------------- Net Fixed Assets 0.00 41,482,513.72 Net Goodwill 0.00 0.00 Intercompany Due To/From (12,521,058.22) (12,278,102.19) Net Deferred Financing Fees 0.00 2,559,333.82 Net Investment in Subsidiaries 0.00 0.00 ------------------ ------------------- Total Other Assets (12,521,058.22) (9,718,768.37) ------------------ ------------------- Total Assets (12,521,058.22) 33,416,007.61 ================== ===================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:36 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02

currency USD Company=31 (CAPE MAY LIGHT) YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------------ ------------------- LIABILITIES Accounts Payable 310.00 18,286.96 Accrued Liabilities 0.00 454,710.16 Deposits 0.00 0.00 ------------------ ------------------- Total Current Liabilities 310.00 472,997.12 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------------ ------------------- Total Liabilities 310.00 472,997.12 OTHER Liabilities Subject to Compromise 39,141,915.81 39,937,580.57 ------------------ ------------------- Total Other 39,141,915.81 39,937,580.57 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 0.00 0.00 Current Net Income (Loss) (44,573,203.05) (2,857,115.19) Retained Earnings (7,090,080.98) (4,137,454.89) ------------------ ------------------- Total Owner's Equity (51,663,284.03) (6,994,570.08) ------------------ ------------------- Total Liabilities & Equity (12,521,058.22) 33,416,007.61 ================== ===================

CAPE MAY LIGHT, LLC ATTACHMENT 6 01-10954(JCA) SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS FOR THE MONTH ENDED JUNE 30, 2002 BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 657,370.97 -- 646.64 656,724.33 AMCV Cruise Operations, Inc. 01-10967 (8,123,934.77) -- 968.82 (8,124,903.59) The Delta Queen Steamboat Co. 01-10970 8,431,118.53 -- -- 8,431,118.53 DQSB II, Inc. 01-10974 (82.74) -- -- (82.74) Great AQ Steamboat, L.L.C. 01-10960 1,640,241.44 -- -- 1,640,241.44 Great Pacific NW Cruise Line, L.L.C. 01-10977 (5,380.67) -- -- (5,380.67) Great River Cruise Line, L.L.C. 01-10963 (33,543.95) -- -- (33,543.95) Great Ocean Cruise Line, L.L.C. 01-10959 (1,844.01) -- -- (1,844.01) Cruise America Travel, Incorporated 01-10966 (1,054,561.24) -- -- (1,054,561.24) Delta Queen Coastal Voyages, L.L.C. 01-10964 212,241.29 5,144.24 -- 217,385.53 Cape Cod Light, L.L.C. 01-10962 (8,675.31) -- -- (8,675.31) Project America, Inc. N/A (57,268.50) -- -- (57,268.50) Oceanic Ship Co. N/A 13,839.73 -- -- 13,839.73 Project America Ship II, Inc. N/A 412,316.64 -- -- 412,316.64 Ocean Development Co. 01-10972 (14,604,239.22) -- -- (14,604,239.22) Great Hawaiian Cruise Line, Inc. 01-10975 (8,411.75) -- -- (8,411.75) Great Hawaiian Properties Corporation 01-10971 4,188.00 -- -- 4,188.00 CAT II, Inc. 01-10968 2,038.56 -- -- 2,038.56 ------------------------------------------------------------------------ (12,524,587.00) 5,144.24 1,615.46 (12,521,058.22) ========================================================================

CAPE MAY LIGHT, L.L.C. 01-10961 (JCA) ACCOUNTS RECEIVABLE AGING AS OF JUNE 30, 2002 ATTACHMENT 7 NOT APPLICABLE CAPE MAY LIGHT AP-STEAMER CHECKS 31-000-221300-00000 JUNE-02 OUTSTANDING CHECKS: 1091 Multi-Marques 50.00 1162 K. McKnight-McRae's 100.00 1166 K. McKnight-Gordon's 100.00 1192 Donald Vivier-Capitol One 40.00 1195 Donald Vivier-Retailer Nat. Bank 20.00 ------- Total per G/L: 310.00 ======= ATTACHMENT # 8 DEBTOR: CAPE MAY LIGHT, L.L.C. CASE NUMBER: 01-10961 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Debtor and three other Debtors completed the forfeiture of four vessels to the Maritime Administration, the secured creditor of each vessel, during June. Accordingly, the Debtor wrote-off the carrying value of its vessel and related assets. The net loss of disposition totaled $44.3 million. 2. Restricted cash represented escrowed proceeds from debt issued to finance the construction of the Cape May Light. The debt is guaranteed by, and the restricted cash is controlled by, the U.S. Maritime Administration. The Debtor offset this cash against the outstanding debt, which was previously reclassified as a liability subject to compromise. EX-99.5 8 g77469exv99w5.txt CAPE COD LIGHT, L.L.C. JUNE 2002 EXHIBIT 99.5 DEBTOR: CAPE COD LIGHT, L.L.C. CASE NUMBER: 01-10962 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ------------------------ Steve Moeller Director, Accounting DEBTOR: CAPE COD LIGHT, L.L.C. CASE NUMBER: 01-10962 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 3:15 PM Cape Cod Light, L.L.C. Summary Case No: 01-10962 (JCA) UNAUDITED Cape Cod Light, LLC For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ---------------- --------------- ---------- Cape Cod Light Escrow 8,158,727.80 0.00 No - Amount Was No - Account Is No US Dept Of Transportation Offset Against Under Control Maritime Administration Debt to Maritime Of Maritime Adminstration Adminstration - No Statements Cape Cod Light Security 0.03 0.00 Yes No Yes Hibernia Investments, LLC Account # - 4R6-771783

20-Jul-02 Receipts & Disbursements Attachment 2 3:17 PM Cape Cod Light, LLC R&D - Hibernia Case No: 01-10962 (JCA) UNAUDITED Investments - Hibernia Investments, LLC CCL Security Cape Cod Light Security Account Account # - 4R6-771783 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 0.03 Receipts Disbursements (0.03) Written Off By Hibernia (0.03) Total Disbursements Closing Balance - 30 Jun 02 0.00 20-Jul-02 Concentration & Investment Attachment 3 3:14 PM Account Statements Summary Cape Cod Light, L.L.C. Cape May Case No: 01-10962 (JCA) Light, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:32 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=32 (CAPE COD LIGHT)

PTD-Actual 30-Jun-02 -------------- Revenue Gross Revenue 0.00 Allowances 0.00 -------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses (30.64) Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------------- Total Operating Expenses (30.64) -------------- Gross Profit 30.64 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 -------------- Total SG&A Expenses 0.00 -------------- EBITDA 30.64 Depreciation 0.00 -------------- Operating Income 30.64 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 38,683,671.90 -------------- Total Other Expense/(Income) 38,683,671.90 -------------- Net Pretax Income/(Loss) (38,683,641.26) Income Tax Expense 0.00 -------------- Net Income/(Loss) (38,683,641.26) ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:36 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=32 (CAPE COD LIGHT)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 0.00 0.00 Restricted Cash 0.00 8,158,728.00 Accounts Receivable 0.00 42.00 Inventories 0.00 217,563.69 Prepaid Expenses 0.00 74,900.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 0.00 8,451,233.69 Fixed Assets 0.00 35,993,283.77 Accumulated Depreciation 0.00 0.00 -------------- -------------- Net Fixed Assets 0.00 35,993,283.77 Net Goodwill 0.00 0.00 Intercompany Due To/From (13,350,804.71) (13,322,516.26) Net Deferred Financing Fees 0.00 2,630,465.87 Net Investment in Subsidiaries 0.00 0.00 -------------- -------------- Total Other Assets (13,350,804.71) (10,692,050.39) -------------- -------------- Total Assets (13,350,804.71) 33,752,467.07 ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:36 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=32 (CAPE COD LIGHT)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 75,000.00 Deposits 0.00 0.00 -------------- -------------- Total Current Liabilities 0.00 75,000.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 -------------- -------------- Total Liabilities 0.00 75,000.00 OTHER Liabilities Subject to Compromise 31,882,948.00 40,041,676.00 -------------- -------------- Total Other 31,882,948.00 40,041,676.00 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 0.00 0.00 Current Net Income (Loss) (38,842,230.33) (4,661,527.14) Retained Earnings (6,391,522.38) (1,702,681.79) -------------- -------------- Total Owner's Equity (45,233,752.71) (6,364,208.93) -------------- -------------- Total Liabilities & Equity (13,350,804.71) 33,752,467.07 ============== ==============

Cape Cod Light, LLC ATTACHMENT 6 01-10962 (JCA) Summary List of Due To/ Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 1,670,131.78 -- -- 1,670,131.78 AMCV Cruise Operations, Inc. 01-10967 (3,950,183.20) -- -- (3,950,183.20) The Delta Queen Steamboat Co. 01-10970 1,404,059.37 -- -- 1,404,059.37 DQSB II, Inc. 01-10974 (82.74) -- -- (82.74) Great AQ Steamboat, L.L.C 01-10960 500,000.00 -- -- 500,000.00 Great River Cruise Line, L.L.C 01-10963 270.05 -- -- 270.05 Great Ocean Cruise Line, L.L.C 01-10959 (4,980.00) -- -- (4,980.00) Cruise America Travel, Incorporated 01-10966 (2,706.08) -- -- (2,706.08) Delta Queen Coastal Voyages, L.L.C 01-10964 (5,769.44) 30.64 -- (5,738.80) Cape May Light, L.L.C 01-10961 8,675.31 -- -- 8,675.31 Project America, Inc. N/A (52,500.00) -- -- (52,500.00) Oceanic Ship Co. N/A 42,930.22 -- -- 42,930.22 Project America Ship II, Inc. N/A 97,472.74 -- -- 97,472.74 Ocean Development Co. 01-10972 (13,058,475.55) -- -- (13,058,475.55) American Hawaii Properties Corporation 01-10976 (31,777.30) -- -- (31,777.30) Great Independence Ship Co. 01-10969 32,099.49 -- -- 32,099.49 ------------------------------------------------------------------ (13,350,835.35) 30.64 -- (13,350,804.71) ==================================================================

Cape Cod Light, L.L.C. 01-10962 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Cape Cod Light, L.L.C. 01-10962 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: CAPE COD LIGHT, L.L.C. CASE NUMBER: 01-10962 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Debtor and three other Debtors completed the forfeiture of four vessels to the Maritime Administration, the secured creditor of each vessel, during June. Accordingly, the Debtor wrote-off the carrying value of its vessel and related assets. The net loss of disposition totaled $38.7 million. 2. Restricted cash represented escrowed proceeds from debt issued to finance the construction of the Cape Cod Light. The debt is guaranteed by, and the restricted cash is controlled by, the U.S. Maritime Administration. The Debtor offset this cash against the outstanding debt, which was previously reclassified as a liability subject to compromise. EX-99.6 9 g77469exv99w6.txt GREAT RIVER CRUISE LINE, L.L.C. JUNE 2002 EXHIBIT 99.6 DEBTOR: GREAT RIVER CRUISE LINE, L.L.C. CASE NUMBER: 01-10963 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ---------------------------- Steve Moeller Director, Accounting DEBTOR: GREAT RIVER CRUISE LINE, L.L.C. CASE NUMBER: 01-10963 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank, Investment Attachment 1 3:19 PM & Petty Cash Accounts Summary Great River Cruise Line, L.L.C. UNAUDITED Great River Case No: 01-10963 (JCA) Cruise Line, LLC For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- Delta Queen Steamer 92,531.04 11,195.31 Yes No - Not Yes Hibernia Concentration Account # - 812-395-270 Account Delta Queen 0.00 0.00 No - Not A Bank No Petty Cash No Activity Account

20-Jul-02 Receipts & Disbursements Attachment 2 3:20 PM Great River Cruise Line, L.L.C. R&D - Hibernia - Case No: 01-10963 (JCA) UNAUDITED DQ Steamer Hibernia Delta Queen Steamer Account # - 812-395-270 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 92,531.04 Receipts ---------- 0.00 Total Receipts Disbursements (60,000.00) To The Delta Queen Steamboat Co. - Hibernia - DQ Payroll Account (812-395-289) (1,876.50) Lay-Up - Waste Removal (350.00) Crew Maintenance (P&I) (450.03) Crew Pay-Off - Start-Up ---------- (62,676.53) Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 11,195.31 * $18,659.20 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Concentration & Investment Attachment 3 3:22 PM Account Statements Summary Great River Cruise Line, L.L.C. Great River Case No: 01-10963 (JCA) Cruise Line, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:26 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=22 (DELTA QUEEN)

PTD-Actual 30-Jun-02 ---------- Revenue Gross Revenue (10,457.80) Allowances 0.00 --------- Net Revenue (10,457.80) Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses (1,749.12) Layup/Drydock Expense 0.00 Vessel Insurance 967.43 --------- Total Operating Expenses (781.69) --------- Gross Profit (9,676.11) SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 --------- Total SG&A Expenses 0.00 --------- EBITDA (9,676.11) Depreciation 0.00 --------- Operating Income (9,676.11) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 --------- Total Other Expense/(Income) 0.00 --------- Net Pretax Income/(Loss) (9,676.11) Income Tax Expense 0.00 --------- Net Income/(Loss) (9,676.11) =========

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:29 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=22 (DELTA QUEEN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- ASSETS Cash and Equivalent 8,334.95 64,522.98 Restricted Cash 0.00 0.00 Accounts Receivable 500.00 33,451.42 Inventories 0.00 270,331.59 Prepaid Expenses 0.00 37,922.40 Other Current Assets 0.00 14,555.00 ------------- ------------- Total Current Assets 8,834.95 420,783.39 Fixed Assets 0.00 27,296,694.44 Accumulated Depreciation 0.00 (15,065,339.51) ------------- ------------- Net Fixed Assets 0.00 12,231,354.93 Net Goodwill 0.00 0.00 Intercompany Due To/From (6,339,053.86) (9,202,583.95) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries 0.00 0.00 ------------- ------------- Total Other Assets (6,339,053.86) (9,202,583.95) ------------- ------------- Total Assets (6,330,218.91) 3,449,554.37 ============= =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:29 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=22 (DELTA QUEEN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- LIABILITIES Accounts Payable 689.27 5,758.93 Accrued Liabilities 0.00 715,443.75 Deposits 0.00 2,045,629.83 ------------- ------------- Total Current Liabilities 689.27 2,766,832.51 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------- ------------- Total Liabilities 689.27 2,766,832.51 OTHER Liabilities Subject to Compromise 540,730.95 490,370.44 ------------- ------------- Total Other 540,730.95 490,370.44 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 3,701,000.00 3,701,000.00 Current Net Income (Loss) (7,486,660.68) (2,206,220.03) Retained Earnings (3,085,978.45) (1,302,428.55) ------------- ------------- Total Owner's Equity (6,871,639.13) 192,351.42 ------------- ------------- Total Liabilities & Equity (6,330,218.91) 3,449,554.37 ============= =============

Great River Cruise ATTACHMENT 6 01-10962 (JCA) Line, LLC Summary List of Due To/ Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (6,702,809.08) 2,508.63 2,086.10 (6,702,386.55) AMCV Cruise Operations, Inc. 01-10967 (9,443,779.62) 1,650.00 3,790.84 (9,445,920.46) The Delta Queen Steamboat Co. 01-10970 10,421,984.53 120,179.37 -- 10,542,163.90 DQSB II, Inc. 01-10974 (367.05) -- -- (367.05) Great AQ Steamboat, L.L.C 01-10960 168,013.44 -- -- 168,013.44 Great Pacific NW Cruise Line, L.L.C 01-10977 4,812.08 -- -- 4,812.08 Great Ocean Cruise Line, L.L.C 01-10959 503,950.75 -- -- 503,950.75 Cruise America Travel, Incorporated 01-10966 (1,419,142.24) -- -- (1,419,142.24) Delta Queen Coastal Voyages, L.L.C 01-10964 18,978.71 -- -- 18,978.71 Cape Cod Light, L.L.C 01-10962 (270.05) -- -- (270.05) Cape May Light, L.L.C 01-10961 33,543.95 -- -- 33,543.95 Project America, Inc. N/A (11,144.65) -- -- (11,144.65) Oceanic Ship Co. N/A (257.75) -- -- (257.75) Great Hawaiian Cruise Line, Inc. 01-10975 (60.73) -- -- (60.73) Great Hawaiian Properties Corporation 01-10971 (41,555.00) -- -- (41,555.00) American Hawaii Properties Corporation 01-10976 9,562.38 -- -- 9,562.38 CAT II, Inc. 01-10968 1,025.41 -- -- 1,025.41 ------------------------------------------------------------------ (6,457,514.92) 124,338.00 5,876.94 (6,339,053.86) ==================================================================

GREAT RIVER CRUISE LINE, L.L.C. CASE #: 01-10963 (JCA) ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

DETAIL: 0-30 DAYS 31-60 DAYS 61-90 DAYS 91+ DAYS TOTAL Paymentech Credit Card Processor 0.00 0.00 American Express Credit Card Processor 0.00 Discover Credit Card Processor 0.00 Diners Credit Card Processor 0.00 Travel Agents 0.00 Crew Member 500.00 500.00 ------------- -------------- ------------- ------------- ------------- Total 0.00 0.00 0.00 500.00 500.00 ============= ============== ============= ============= =============

ATTACHMENT # 7 DELTA QUEEN AP-STEAMER CHECKS 22-000-221300-00000 JUNE-02 OUTSTANDING CHECKS: 12333 M. Richardson-Walmart 40.00 12335 J. Blasier-Capitol One 20.00 12385 J. Blasier-K. Hansen 150.00 12399 Peoria Historical Society 120.00 12404 Anthony May-Verizon 200.00 12408 Peoria Historical Society 160.00 ------- Total per G/L: 690.00 ======= ATTACHMENT # 8 DEBTOR: GREAT RIVER CRUISE LINE, L.L.C. CASE NUMBER: 01-10963 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Mississippi Queen, owned by the related Debtor Great Ocean Cruise Line, LLC ("Great Ocean"), resumed voyage sailing on May 7, 2002 (the "cut-off date"). Pursuant to the asset purchase agreement dated May 31, 2002 (the "close date"), the revenue and expenses between the cut-off date and the close date accrued to the benefit of the Purchaser. The cash disbursements for such expenses, made on behalf of Great Ocean as part of the Debtors' commingled cash system, are not reflected herein on Attachment 2. An accounts receivable for these disbursements has been recorded on The Delta Queen Steamboat Co's books. due to the Debtors' commingled cash management system. EX-99.7 10 g77469exv99w7.txt DELTA QUEEN COASTAL VOYAGES, L.L.C. JUNE 2002 EXHBIT 99.7 DEBTOR: DELTA QUEEN COASTAL VOYAGES, L.L.C. CASE NUMBER: 01-10964 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - --------------------------- Steve Moeller Director, Accounting DEBTOR: DELTA QUEEN COASTAL VOYAGES, L.L.C. CASE NUMBER: 01-10964 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Attachment 1 3:25 PM Investment Accounts Summary Delta Queen Coastal Voyages, L.L.C. UNAUDITED Delta Queen Coastal Case No: 01-10964 (JCA) Voyages, LLC For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- No Bank Or Investment NA NA NA NA NA Accounts

20-Jul-02 Receipts & Disbursements Attachment 2 3:25 PM Delta Queen Coastal Voyages, L.L.C. Summary Case No: 01-10964 (JCA) Delta Queen Coastal For Month Of June, 2002 Voyages, LLC Attach 2 No Receipts Or Disbursements Due To No Bank Or Investment Accounts 20-Jul-02 Concentration & Investment Attachment 3 3:26 PM Account Statements Summary Delta Queen Coastal Voyages, L.L.C. Delta Queen Coastal Case No: 01-10964 (JCA) Voyages, LLC For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:36 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=30 (DELTA QUEEN COAST VOY)

PTD-Actual 30-Jun-02 -------------- Revenue Gross Revenue 0.00 Allowances 0.00 -------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------------- Total Operating Expenses 0.00 -------------- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 -------------- Total SG&A Expenses 0.00 -------------- EBITDA 0.00 Depreciation 0.00 -------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (82,154,798.91) Reorganization expenses 0.00 -------------- Total Other Expense/(Income) 82,154,798.91 -------------- Net Pretax Income/(Loss) (82,154,798.91) Income Tax Expense 0.00 -------------- Net Income/(Loss) (82,154,798.91) ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:41 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=30 (DELTA QUEEN COAST VOY)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 0.00 0.00 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 0.00 Inventories 0.00 0.00 Prepaid Expenses 0.00 0.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 Accumulated Depreciation 0.00 0.00 -------------- -------------- Net Fixed Assets 0.00 0.00 Net Goodwill 0.00 0.00 Intercompany Due To/From (412,107.06) (411,482.06) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries (95,928,066.39) (12,652,491.22) -------------- -------------- Total Other Assets (96,340,173.45) (13,063,973.28) -------------- -------------- Total Assets (96,340,173.45) (13,063,973.28) ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:41 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=30 (DELTA QUEEN COAST VOY)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 -------------- -------------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities (2,896,625.10) (2,896,625.10) -------------- -------------- Total Liabilities (2,896,625.10) (2,896,625.10) OTHER Liabilities Subject to Compromise 0.00 0.00 -------------- -------------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 0.00 0.00 Current Net Income (Loss) (82,581,904.06) (6,703,754.04) Retained Earnings (10,861,644.29) (3,463,594.14) -------------- -------------- Total Owner's Equity (93,443,548.35) (10,167,348.18) -------------- -------------- Total Liabilities & Equity (96,340,173.45) (13,063,973.28) ============== ==============

Delta Queen ATTACHMENT 6 01-10962 (JCA) Coastal Voyages, LLC Summary List of Due To/ Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (934,299.38) -- -- (934,299.38) AMCV Cruise Operations, Inc. 01-10967 190,721.38 -- -- 190,721.38 The Delta Queen Steamboat Co. 01-10970 906,024.08 5,174.88 -- 911,198.96 Great AQ Steamboat, L.L.C 01-10960 (144,264.37) -- -- (144,264.37) Great Pacific NW Cruise Line, L.L.C 01-10977 (118,887.26) -- -- (118,887.26) Great River Cruise Line, L.L.C 01-10963 (18,978.71) -- -- (18,978.71) Great Ocean Cruise Line, L.L.C 01-10959 (85,950.95) -- -- (85,950.95) Cape Cod Light, L.L.C 01-10962 5,769.44 -- 30.64 5,738.80 Cape May Light, L.L.C 01-10961 (212,241.29) 30.64 5,174.88 (217,385.53) ------------------------------------------------------------------- (412,107.06) 5,205.52 5,205.52 (412,107.06) ===================================================================

Delta Queen Coastal Voyages, L.L.C. 01-10964 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Delta Queen Coastal Voyages, L.L.C. 01-10964 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: DELTA QUEEN COASTAL VOYAGES, L.L.C. CASE NUMBER: 01-10964 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. EX-99.8 11 g77469exv99w8.txt DQSC PROPERTY CO. JUNE 2002 EXHIBIT 99.8 DEBTOR: DQSC PROPERTY CO. CASE NUMBER: 01-10965 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that DQSC Property Co. was inactive for the above referenced period and, to the best of my knowledge, the foregoing is true and correct. /s/ STEVE MOELLER - --------------------------- Steve Moeller Director, Accounting EX-99.9 12 g77469exv99w9.txt CRUISE AMERICA TRAVEL, INCORPORATED JUNE 2002 EXHIBIT 99.9 DEBTOR: CRUISE AMERICA TRAVEL, INCORPORATED CASE NUMBER: 01-10966 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that Cruise America Travel, Incorporated was inactive for the above referenced period and, to the best of my knowledge, the foregoing is true and correct. /s/ STEVE MOELLER - ---------------------------- Steve Moeller Director, Accounting EX-99.10 13 g77469exv99w10.txt AMCV CRUISE OPERATIONS, INC. JUNE 2002 EXHIBIT 99.10 DEBTOR: AMCV CRUISE OPERATIONS, INC. CASE NUMBER: 01-10967 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ---------------------------- Steve Moeller Director, Accounting DEBTOR: AMCV CRUISE OPERATIONS, INC. CASE NUMBER: 01-10967 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank,Investment Attachment 1 3:35 PM & Petty Cash Accounts Summary AMCV Cruise Operations, Inc. UNAUDITED AMCV Cruise Case No: 01-10967 (JCA) Operations, Inc. For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ----------- ---------- AHC - Certificate Of Deposit * 25,000.00 25,000.00 Yes No - Not Yes Bank One Concentration Account # - 880058451981 Account AHC - Certificate Of Deposit * 25,000.00 25,000.00 Yes No - Not Yes Bank One Concentration Account # - 880058452369 Account AMCV Cruise Ops 5,116.69 35,556.07 Yes Yes Yes Master Cash First Union National Bank Account # - 2090002602362 AMCV Escrow - Gohagan 0.00 0.00 Yes No - Not Yes LaSalle Bank Concentration Account # - 62-8766-40-4 Account American Classic Voyages 0.00 0.00 No - No - No - Fleet Bank Account Account Account Account # - 941-9148945 closed closed closed New Orleans / Weston Offices 825.45 718.96 Yes Not A Bank Yes Petty Cash Account

* Proceeds From Matured Certificates Of Deposit Being Retained By Bank One While They Pursue Recovery Of Equivalent Amounts Relating To Letters Of Credits That Were Exercised After The Filing For Bankruptcy Where These Certificates Of Deposits Were Collateral 20-Jul-02 Receipts & Disbursements Attachment 2-1 3:36 PM AMCV Cruise Operations, Inc. R&D - Bank One - Case No: 01-10967 (JCA) UNAUDITED AHC CD (86) Bank One AHC Certificate Of Deposit Account # - 880058451981 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 25,000.00 Receipts --------- 0.00 Total Receipts Disbursements --------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 25,000.00 20-Jul-02 Receipts & Disbursements Attachment 2-2 3:38 PM AMCV Cruise Operations, Inc. R&D - Bank One - Case No: 01-10967 (JCA) UNAUDITED AHC CD (87) Bank One AHC Certificate Of Deposit Account # - 880058452369 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 25,000.00 Receipts --------- 0.00 Total Receipts Disbursements --------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 25,000.00 20-Jul-02 Receipts & Disbursements Attachment 2-3 3:39 PM AMCV Cruise Operations, Inc. R&D - First Union Case No: 01-10967 (JCA) UNAUDITED AMCV Cruise Ops First Union Master Cash AMCV Cruise Ops Master Cash Account # - 2090002602362 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 5,116.69 Receipts 30,336.12 Misc Deposits 186.10 From AMCV Cruise Ops - LaSalle Bank - Gohagan Escrow - Account (62-8766-40-4) --------- 30,522.22 Total Receipts Disbursements (82.84) Bank Fees --------- (82.84) Total Disbursements Closing Balance - 30 Jun 02 35,556.07 20-Jul-02 Receipts & Disbursements Attachment 2-4 3:40 PM AMCV Cruise Operations, Inc. R&D - LaSalle Case No: 01-10967 (JCA) UNAUDITED AMCV Escrow - LaSalle Gohagan AMCV Escrow - Gohagan Account # - 62-8766-40-4 1 Jun 02 - 30 Jun 02 Opening Balance - Jun 02 0.00 Receipts 186.10 Interest Earned ------- 186.10 Total Receipts Disbursements (186.10) To AMCV Cruise Ops - First Union National Bank - AMCV Cruise Ops - Account (2090002602362) ------- (186.10) Total Disbursements Closing Balance - 30 Jun 02 0.00 20-Jul-02 Receipts & Disbursements Attachment 2-5 3:41 PM AMCV Cruise Operations, Inc. R&D - NOLA Case No: 01-10967 (JCA) UNAUDITED Petty Cash New Orleans-Weston Offices Petty Cash Account # - NA 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 825.45 Receipts ------- 0.00 Total Receipts Disbursements (75.00) Cleaning Services (11.00) Courier (4.30) Postage (16.19) Miscellaneous Supplies ------- (106.49) Total Disbursements Closing Balance - 30 Jun 02 718.96 AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:38 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=15 (AMCV OPS)

PTD-Actual 30-Jun-02 -------------- Revenue Gross Revenue 0.00 Allowances 0.00 -------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------------- Total Operating Expenses 0.00 -------------- Gross Profit 0.00 SG&A Expenses General and Admin Expenses 105,950.54 Sales & Marketing (1,130.50) Start-Up Costs 0.00 -------------- Total SG&A Expenses 104,820.04 -------------- EBITDA (104,820.04) Depreciation 0.00 -------------- Operating Income (104,820.04) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (583,112,792.98) Reorganization expenses 239,835.26 -------------- Total Other Expense/(Income) 583,352,628.24 -------------- Net Pretax Income/(Loss) (583,457,448.28) Income Tax Expense 0.00 -------------- Net Income/(Loss) (583,457,448.28) ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:45 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=15 (AMCV OPS)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- ASSETS Cash and Equivalent (18,806.10) 1,723,947.86 Restricted Cash 0.00 219,000.00 Marketable Securities 50,000.00 50,000.00 Accounts Receivable 7,561.06 99,684.62 Inventories 0.00 0.00 Prepaid Expenses 259,479.15 522,662.13 Other Current Assets 20,942.96 1,750.00 --------------- -------------- Total Current Assets 319,177.07 2,617,044.61 Fixed Assets 0.00 9,371,627.23 Accumulated Depreciation 0.00 (453,764.30) --------------- -------------- Net Fixed Assets 0.00 8,917,862.93 Net Goodwill 0.00 0.00 Intercompany Due To/From (3,941,395.68) 2,150,807.43 Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries (521,680,758.49) 66,329,274.35 --------------- -------------- Total Other Assets (525,622,154.17) 68,480,081.78 --------------- -------------- Total Assets (525,302,977.10) 80,014,989.32 =============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:45 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=15 (AMCV OPS)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- LIABILITIES Accounts Payable 160,198.77 5,363.60 Accrued Liabilities 93,930.36 289,488.87 Deposits 0.00 0.00 --------------- -------------- Total Current Liabilities 254,129.13 294,852.47 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 --------------- -------------- Total Liabilities 254,129.13 294,852.47 OTHER Liabilities Subject to Compromise 29,493,269.30 32,307,000.02 --------------- -------------- Total Other 29,493,269.30 32,307,000.02 OWNER'S EQUITY Common Stock 10,440.25 10,440.25 Add'l Paid In Capital 112,772,392.56 112,772,392.56 Current Net Income (Loss) (600,072,074.77) (37,037,717.81) Retained Earnings (67,761,133.57) (28,331,978.17) --------------- -------------- Total Owner's Equity (555,050,375.53) 47,413,136.83 --------------- -------------- Total Liabilities & Equity (525,302,977.10) 80,014,989.32 =============== ==============

AMCV Cruise ATTACHMENT 6 01-10967 (JCA) Operations, Inc. Summary List of Due To/ Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (48,693,943.29) 471,672.77 1,954,158.76 (50,176,429.28) AMCV Holdings, Inc. 01-10973 (638,138.36) 15.00 1,500.00 (639,623.36) The Delta Queen Steamboat Co. 01-10970 (133,864,653.70) 2,238,127.32 1,449,795.02 (133,076,321.40) DQSB II, Inc. 01-10974 2,330.40 -- -- 2,330.40 Great AQ Steamboat, L.L.C 01-10960 22,858,441.96 4,265.81 1,650.00 22,861,057.77 Great Pacific NW Cruise Line, L.L.C 01-10977 9,429,154.78 4,175.50 -- 9,433,330.28 Great River Cruise Line, L.L.C 01-10963 9,443,779.62 17,991.39 15,850.55 9,445,920.46 Great Ocean Cruise Line, L.L.C 01-10959 22,033,773.41 31,619.21 1,633.62 22,063,759.00 Cruise America Travel, Incorporated 01-10966 4,057,165.15 -- -- 4,057,165.15 Delta Queen Coastal Voyages, L.L.C 01-10964 (190,721.38) 30.64 30.64 (190,721.38) Cape Cod Light, L.L.C 01-10962 3,950,183.20 -- -- 3,950,183.20 Cape May Light, L.L.C 01-10961 8,123,934.77 968.82 -- 8,124,903.59 Project America, Inc. N/A (4,501,177.23) -- -- (4,501,177.23) Oceanic Ship Co. N/A 57,688,243.12 336.00 -- 57,688,579.12 Project America Ship I, Inc. N/A 111,968.41 -- -- 111,968.41 Ocean Development Co. 01-10972 1,559,238.61 -- -- 1,559,238.61 Great Hawaiian Cruise Line, Inc. 01-10975 (22,292.97) -- -- (22,292.97) Great Hawaiian Properties Corporation 01-10971 (6,116,875.06) -- -- (6,116,875.06) American Hawaii Properties Corporation 01-10976 5,188,990.02 -- -- 5,188,990.02 Great Independence Ship Co. 01-10969 36,656,636.93 -- -- 36,656,636.93 CAT II, Inc. 01-10968 9,637,982.06 -- -- 9,637,982.06 ----------------------------------------------------------------------- (3,285,979.55) 2,769,202.46 3,424,618.59 (3,941,395.68) =======================================================================

AMCV CRUISE OPERATIONS, INC. CASE #: 01-10967 (JCA) ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

DETAIL: 0-30 DAYS 31-60 DAYS 61-90 DAYS 91+ DAYS TOTAL Paymentech Credit Card Processor 0.00 0.00 American Express Credit Card Processor 0.00 Discover Credit Card Processor 0.00 Diners Credit Card Processor 0.00 BankOne 7,561.06 7,561.06 Crew Member 0.00 0.00 --------- ----------- --------- -------- -------- Total 7,561.06 0.00 0.00 0.00 7,561.06 ========= =========== ========= ======== ========

ATTACHMENT # 7 ACCOUNTS PAYABLE TRIAL BALANCE AS OF JUNE 30, 2002 LIABILITY ACCOUNT: 15-000-220102-00000

SUPPLIER NAME INVOICE NUMBER INVOICE DATE REMAINING AMOUNT INVOICE DESCRIPTION - ------------------------------------------------------------------------------------------------------------------------ AMERICAN MARITIME OFFICERS 0502MPB 31-May-02 $ 10,758.47 MAY'02 MEDICAL PLAN 0502VAC 31-May-02 $ 1,302.20 MAY'02 VACATION PLAN 0502VACALL 31-May-02 $ 9,084.76 MAY'02 PENSION PLAN Total for Supplier: $ 21,145.43 AMO 401(K) Plan WP052402 24-May-02 $ 1,079.48 AMO INLAND WATER OPT 0502DUES 31-May-02 $ 1,525.50 MAY'02 AMO PLAN DUES & INITIATIONS WITHHELD AUTOMATIC DATA PROCESSING 540240 14-Jun-02 $ 118.87 539826 7-Jun-02 $ 2.00 540817 14-Jun-02 $ 62.64 541316 21-Jun-02 $ 2.00 539307 7-Jun-02 $ 2.00 541875 21-Jun-02 $ 3.34 541844 21-Jun-02 $ 2.00 $ 192.85 BENTON COUNTY TRUSTEE 123101 31-Dec-01 $ 1,549.91 PROPERTY ADDRESS BL000400 BILL NOBLES, TRUSTEE 123101B 31-Dec-01 $ 1,704.40 BILL NUMBER 145214 123101A 31-Dec-01 $ 1,963.66 BILL NUMBER 145375 Total for Supplier: $ 3,668.06 BOB PATTERSON, TRUSTEE 123101B 31-Dec-01 $ 7,025.24 FOLIO NUMBER 6BL-0004-0-00000-0 123101A 31-Dec-01 $ 5,059.38 FOLIO NUMBER 1BL-0004-0-00000-0 Total for Supplier: $ 12,084.62 BROWNING-FERRIS INDUSTRIES 0221820-020100-0278 31-Jan-02 $ (1,097.64) CARL E. LEVI, CITY TREASURER 123101 31-Dec-01 $ 1,400.93 BILL # 76013 CHARLIE CALDWELL, TRUSTEE 123101B 31-Dec-01 $ 2,807.17 ACCOUNT NUMBER 000000516 123101A 31-Dec-01 $ 2,459.26 ACCOUNT NUMBER 000000340 Total for Supplier: $ 5,266.43 CITY OF PORTLAND 123101 31-Dec-01 $ 100.00 AMERICAN CLASSIC VOYAGES, INC. CITY TAX COLLECTOR 123101 31-Dec-01 $ 51.77 PROPERTY ADDRESS BL000400 COUNTY TRUSTEE 123101 31-Dec-01 $ 1,299.20 PROPERTY ADDRESS BL000400 DECATUR COUNTY TRUSTEE 123101 31-Dec-01 $ 991.66 PROPERTY ADDRESS BL000400 DEPARTMENT OF REVENUE AND TAXATION 123101A 31-Dec-01 $ 10.00 PROJECT AMERICA, INC. DICKSON COUNTY TRUSTEE 123101 31-Dec-01 $ 166.48 PROPERTY ADDRESS BL000400 DIRECTV 0032-006733024 26-Dec-01 $ 60.33 # 006733024 0031-006733024 26-Nov-01 $ 60.33 ACCT # 006733024 0030-006733024A 26-Oct-01 $ 60.33 ACCT # 006733024 0024-006733024C 23-Apr-01 $ (659.33) OVERPAID CK # 4002327 ACCT # Total for Supplier: $ (478.34) DIVERSEY LEVER, INC 30706 18-Dec-01 $ (8.97) FUEL SURCHARGE CREDIT DYER COUNTY TRUSTEE 123101 31-Dec-01 $ 2,915.08 PROPERTY ADDRESS BL000400 ENTERGY 0415-051402CR 14-May-02 $(12,699.89) 0415-051402B 14-May-02 $ 12,699.89 Total for Supplier: $ -- EQUISERVE L.P. G0117243 13-Jun-02 $ 1,270.56 May-02 FEDERAL EXPRESS 4-288-16564 26-Jun-02 $ 43.12 CHICAGO # 1767-9328-7 4-280-16151 21-Jun-02 $ 25.91 WESTON # 2383-6244-0 4-241-77105 19-Jun-02 $ 19.10 CHICAGO # 1767-9328-7 4-280-16152 21-Jun-02 $ 7.50 WESTON # 2383-6244-0 $ 95.63 FRED DEVINE DIVING & SALVAGE CO 20038A 18-Jun-02 $ 2,446.57 CQ ELECTRIC SERVICE 5/20-6/1 GABLES SAN MICHELE 89 21-Jun-02 $ 40.77 # 712 WATER/SEWER/TRASH 5/7- HARDIN COUNTY TRUSTEE 123101 31-Dec-01 $ 2,254.32 HARDIN COUNTY PROPERTY TAX HENRY COUNTY TRUSTEE 123101 31-Dec-01 $ 323.79 P ROPERTY ADDRESS BL000400 HOUSTON COUNTY TRUSTEE 123101 31-Dec-01 $ 303.80 HOUSTON COUNTY PROPERTY TAX HUMPHREYS COUNTY TRUSTEE 123101 31-Dec-01 $ 1,014.31 PROPERTY ADDRESS BL000400 ICS LOGISTICS 0305115 19-Apr-02 411.14 0304250 12-Apr-02 $ 1,464.00 0303296 5-Apr-02 $ 214.50 0301324 29-Mar-02 $ 1,872.75 0300501 22-Mar-02 $ 1,039.50 0299608 15-Mar-02 $ 965.25 0294084 8-Feb-22 $ 230.00 0288151 4-Jan-02 $ 990.00 0283961 7-Dec-01 $ 990.00 0277999 2-Nov-01 $ 990.00 0245847B 12-Oct-01 $ 1,056.00 $ 10,223.14 IIS INC 061002 10-Jun-02 $ (1,595.00) LAKE COUNTY TRUSTEE 123101 31-Dec-01 $ 5,781.44 PROPERTY ADDRESS BL000400 LAURA MAX RACINE, TIPTON COUNTY TRUSTEE 23101 31-Dec-01 $ 2,110.19 TIPTON COUNTY PERSONAL PROPERTY TAX LOGAN & COMPANY, INC 0205 31-May-02 $ 45,591.76 May-02 MARION COUNTY TRUSTEE 123101 31-Dec-01 $ 1,594.57 MARION COUNTY PROPERTY TAX MCI WORLDCOM CONFRENCING 120101 1-Dec-01 $ (46.07) 01-00005980958-00691 MOELLER, STEVE 063002 30-Jun-02 $ 1,738.03 T&E 6/1-30/02 MONTGOMERY COUNTY TRUSTEE 123101 31-Dec-01 $ 2,694.83 PROPERTY ADDRESS BL000400 NANCE, PATRICIA 061002 10-Jun-02 $ 238.65 NATCHEZ WATER WORKS 40902 9-Apr-02 $ (18.36) # 13418 NYS LLC/LLP FEE 123101B 31-Dec-01 $ 325.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 123101A 31-Dec-01 $ 325.00 CAPE MAY LIGHT, L. L. C. Total for Supplier: $ 650.00 ORKIN EXTERMINATING, CO, INC 5005106 24-Apr-02 $ 170.12 PAUL MEADOW, TRUSTEE 123101 31-Dec-01 $ 4,646.31 LAUDERDALE COUNTY PROPERTY TAX PERRY COUNTY 123101 31-Dec-01 $ 544.04 PROPERTY ADDRESS BL000400 PUSTIZZI, EDDIE 063002 30-Jun-02 $ 362.45 T&E 6/1-30/02 QWEST 054733167 26-Jun-02 $ 5.24 # 60517495 0543733146 26-Jun-02 $ 5.24 # 60517464 0543733157 26-Jun-02 $ 5.24 # 60517495 0543733144 26-Jun-02 $ 5.24 # 60517462 Total for Supplier: $ 20.96 SEAFARERS 0502HHTF 31-May-02 $ 396.50 MAY'02 TRAINING FUND DUES0502 31-May-02 $ 4,891.50 MAY'02 SEAFARERS INT'L-DUES&INITIATIONS 0502HLSS 31-May-02 $ 396.50 MAY'02 HARRY LUNDBERGER SCHOOL Total for Supplier: $ 5,684.50 SMART RESOURCES, INC 141418 25-Jun-02 $ 308.50 KARENA SALMOND SOMERSET REFINERY, INC 12718B 25-Oct-01 $ 0.01 PO # 11923 SOUTHWESTERN BELL 0227 122401 24-Dec-01 $ (14.66) 314-436-0227-138-8 8922 120401 4-Dec-01 $ (7.62) 573 221-8922 555-7 Total for Supplier: $ (22.28) STANDARD COURIER 30367 22-Jun-02 $ 10.00 STATE OF NEW JERSEY 123101 31-Dec-01 $ 340.00 DELTA QUEEN STEAMBOAT COMPANY STATE OF NEW JERSEY - CBT 123101 31-Dec-01 $ 340.00 DQSB II, INC STEWART COUNTY TRUSTEE 123101 31-Dec-01 $ 2,569.98 PROPERTY ADDRESS BL000400 TAX COLLECTOR 123101 31-Dec-01 $ 240.81 PROPERTY ADDRESS BL000400 TENNESSEE DEPARTMENT OF REVENUE 123101 31-Dec-01 $ 7,000.00 DELTA QUEEN STEAMBOAT COMPANY TRANSPORTATION INSTITUTE 0502TI 31-May-02 $ 396.50 MAY'02 TRANSPORTATION TREASURER, CITY OF MEMPHIS 123101 31-Dec-01 $ 2,626.70 ACCOUNT NUMBER TBL000400 UNITED INDUSTRIAL WORKERS 0502WPP 31-May-02 $ 4,520.10 MAY'02 WELFARE PENSION WAYNE COUNTY TRUSTEE 123101 31-Dec-01 $ 205.03 PROPERTY ADDRESS BL000400 WEST VIRGINIA STATE TAX DEPARTMENT 123101 31-Dec-01 $ 2,010.00 AMERICAN CLASSIC VOYAGES, INC WITHERS/SUDDATH RELOCATION SYSTEMS, INC 145196 30-Oct-01 $ 10.00 60 DOLLIE LOADS TOTAL FOR LIABILITY ACCOUNT: $160,559.11 TOTAL FOR REPORT: $160,559.11 $ 360.34 CREDIT AMERICAN AIRLINES $160,198.77 TOTAL A/P LIABILITY:

DEBTOR: AMCV CRUISE OPERATIONS, INC. CASE NUMBER: 01-10967 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.11 14 g77469exv99w11.txt CAT II, INC. JUNE 2002 EXHIBIT 99.11 DEBTOR: CAT II, INC. CASE NUMBER: 01-10968 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that CAT II, Inc. was inactive for the above referenced period and, to the best of my knowledge, the foregoing is true and correct. /s/ STEVE MOELLER - ------------------------- Steve Moeller Director, Accounting EX-99.12 15 g77469exv99w12.txt GREAT INDEPENDENCE SHIP CO. JUNE 2002 EXHIBIT 99.12 DEBTOR: GREAT INDEPENDENCE SHIP CO. CASE NUMBER: 01-10969 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ------------------------- Steve Moeller Director, Accounting DEBTOR: GREAT INDEPENDENCE SHIP CO. CASE NUMBER: 01-10969 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 3:45 PM Great Independence Ship Co. Summary Case No: 01-10969 (JCA) UNAUDITED Great Independence For Month Of June, 2002 Ship Co.

Balances --------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- Independence Steamer 0.00 0.00 No - No - No - Bank of Hawaii Account Account Account Account # - 0001-029126 Closed Closed Closed

20-Jul-02 Receipts & Disbursements Attachment 2 3:46 PM Great Independence Ship Co. Summary Case No: 01-10969 (JCA) Great Independence For Month Of June, 2002 Ship Co. Attach 2 No Receipts Or Disbursements - Account Closed 20-Jul-02 Concentration & Investment Account Statements Attachment 3 3:47 PM Great Independence Ship Co. Summary Case No: 01-10969 (JCA) Great Independence For Month Of June, 2002 Ship Co. Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:39 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=54 (S.S. INDEPENDENCE)

PTD-Actual 30-Jun-02 ------------- Revenue Gross Revenue 0.00 Allowances 0.00 ------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 ------------- Total Operating Expenses 0.00 ------------- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ------------- Total SG&A Expenses 0.00 ------------- EBITDA 0.00 Depreciation 0.00 ------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 55,480,080.40 ------------- Total Other Expense/(Income) 55,480,080.40 ------------- Net Pretax Income/(Loss) (55,480,080.40) Income Tax Expense 0.00 ------------- Net Income/(Loss) (55,480,080.40) =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:45 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=54 (S.S. INDEPENDENCE)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- ------------- ASSETS Cash and Equivalent 0.00 64,505.83 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 175,538.74 Inventories 0.00 1,148,206.76 Prepaid Expenses 0.00 2,954.26 Other Current Assets 0.00 16,615.13 -------------- ------------- Total Current Assets 0.00 1,407,820.72 Fixed Assets 0.00 97,928,924.04 Accumulated Depreciation 0.00 (44,272,667.29) -------------- ------------- Net Fixed Assets 0.00 53,656,256.75 Net Goodwill 0.00 0.00 Intercompany Due To/From (17,755,365.00) (17,643,280.88) Net Deferred Financing Fees 0.00 709,459.82 Net Investment in Subsidiaries 0.00 0.00 -------------- ------------- Total Other Assets (17,755,365.00) (16,933,821.06) -------------- ------------- Total Assets (17,755,365.00) 38,130,256.41 ============== =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:45 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=54 (S.S. INDEPENDENCE)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- ------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 31,544.34 Deposits 0.00 0.00 -------------- ------------- Total Current Liabilities 0.00 31,544.34 Long Term Debt 0.00 0.00 Other Long Term Liabilities 1,266,494.79 1,266,494.79 -------------- ------------- Total Liabilities 1,266,494.79 1,298,039.13 OTHER Liabilities Subject to Compromise 32,349,773.96 32,372,521.16 -------------- ------------- Total Other 32,349,773.96 32,372,521.16 OWNER'S EQUITY Common Stock 1,000.00 1,000.00 Add'l Paid In Capital 17,616,000.00 17,616,000.00 Current Net Income (Loss) (55,523,613.80) (9,694,324.85) Retained Earnings (13,465,019.95) (3,462,979.03) -------------- ------------- Total Owner's Equity (51,371,633.75) 4,459,696.12 -------------- ------------- Total Liabilities & Equity (17,755,365.00) 38,130,256.41 ============== =============

Great Independence ATTACHMENT 6 01-10969 (JCA) Ship Co. Summary List of Due To/ Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (24,948,774.58) -- -- (24,948,774.58) AMCV Cruise Operations, Inc. 01-10967 (36,656,636.93) -- -- (36,656,636.93) The Delta Queen Steamboat Co. 01-10970 83,084.83 -- -- 83,084.83 Great AQ Steamboat, L.L.C 01-10960 4,881.60 -- -- 4,881.60 Great Ocean Cruise Line, L.L.C 01-10959 2,195.09 -- -- 2,195.09 Cruise America Travel, Incorporated 01-10966 (16,321.27) -- -- (16,321.27) Cape Cod Light, L.L.C 01-10962 (32,099.49) -- -- (32,099.49) Project America, Inc. N/A 21,415.35 -- -- 21,415.35 Oceanic Ship Co. N/A 1,172,074.09 -- -- 1,172,074.09 Project America Ship I, Inc. N/A 277,329.74 -- -- 277,329.74 Great Hawaiian Cruise Line, Inc. 01-10975 24,699,040.96 -- -- 24,699,040.96 Great Hawaiian Properties Corporation 01-10971 28,898,393.97 -- -- 28,898,393.97 American Hawaii Properties Corporation 01-10976 542,250.76 -- -- 542,250.76 CAT II, Inc. 01-10968 (11,802,199.12) -- -- (11,802,199.12) --------------------------------------------------------------- (17,755,365.00) -- -- (17,755,365.00) ===============================================================

Great Independence Ship Co. 01-10969 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Great Independence Ship Co. 01-10969 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: GREAT INDEPENDENCE SHIP CO. CASE NUMBER: 01-10969 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Debtor and three other Debtors completed the forfeiture of four vessels to the Maritime Administration, the secured creditor of each vessel, during June. Accordingly, the Debtor wrote-off the carrying value of its vessel and related assets. The net loss of disposition totaled $55.5 million. 2. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. EX-99.13 16 g77469exv99w13.txt THE DELTA QUEEN STEAMBOAT CO. JUNE 2002 EXHIBIT 99.13 DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY CASE NUMBER: 01-10970 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ---------------------- Steve Moeller Director, Accounting DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY CASE NUMBER: 01-10970 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 3:48 PM The Delta Queen Steamboat Co. Summary Case No: 01-10970 (JCA) UNAUDITED The Delta Queen Steamboat Co. For Month Of June, 2002

Balances ------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- Delta Queen Controlled Disb 7,166.96 2,206.93 Yes Yes Yes Hibernia Account # - 542027373 Delta Queen Master Cash 250,991.17 99,999.95 Yes Yes Yes Hibernia Account # - 812-395-335 Delta Queen Payroll 58,433.00 32,274.89 Yes No - Not Yes Hibernia Concentration Account # - 812-395-289 Account The Delta Queen Steamboat Co. 0.00 0.00 No - No - No - LaSalle - Wealth Management Account Account Account Account # - TNE-043290 Closed Closed Closed The Delta Queen Steamboat Co. 0.00 0.00 No - No - No - AmSouth Account Account Account Account # - 19356307 Closed Closed Closed Delta Queen 0.00 0.00 No - No - No - LaSalle Account Account Account Account # - 5800155771 Closed Closed Closed DQ Credit Card 1,818.21 0.00 Yes No - Not Yes Bank One Concentration Account # - 552-0110062868 Account DQ Master Cash 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110256700 Closed Closed Closed The Delta Queen Steamboat Co 120,808.76 221,037.14 Yes No - Not Yes Receipts Concentration Hibernia Account Account # - 882-390-047 The Delta Queen Steamboat Co 0.00 0.00 No - No - No - Receipts Account Account Account LaSalle Closed Closed Closed Account # - 5800155839 The Delta Queen Steamboat Co 0.00 0.00 Yes No - Not Yes Escrow Account Concentration LaSalle Account Account # - 62-8930-70-3 The Delta Queen Steamboat Co 750,000.00 750,000.00 Yes No - Not Yes Escrow Account - DQ/DN IDCC Concentration LaSalle Account Account # - 62-9003-40-1 The Delta Queen Steamboat Co 250,000.00 250,000.00 Yes No - Not Yes Escrow Account - DQ/DN - Seller Proration Concentration LaSalle Account Account # - 62-9003-42-7

20-Jul-02 Receipts & Disbursements Attachment 2-1 3:49 PM The Delta Queen Steamboat Co. R&D - Hibernia Case No: 01-10970 (JCA) UNAUDITED DQ Controlled Disb Hibernia Controlled Disbursements Account # - 542027373 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 7,166.96 Receipts 651,778.41 From The Delta Queen Steam Boat Co. - Hibernia - DQSC Master Cash - Account (812-395-335) ------------ 651,778.41 Total Receipts Disbursements (15,670.34) Crew Maintenance & Medical (705.92) FedEx (31,484.26) Lay-Up (2,835.07) Office - Chicago (74.35) Office - Honolulu (2,992.51) Office - NOLA (4,588.94) Office - Weston (3,123.06) Payroll Benefits (293.90) Crew Replacement Check (398,255.18) Professional Fees (1,828.94) SG&A - Finance (60.00) SG&A - Hotel Ops (100.00) SG&A - HR (9,067.76) SG&A - IT (4,430.09) SG&A - Marine Ops (743.13) SG&A - Sales & Marketing (22,566.49) Start-Up - MQ (28,598.00) Taxes & Tax Services (644.64) Vessel Ops - MQ (Pre-May 7) (4,576.98) Other Vessel Expense - Legal (4,850.46) Other Vessel Expense - Tie-Up (537,490.02) Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 ------------ 2,206.93 * $119,248.42 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Receipts & Disbursements Attachment 2-2 3:50 PM The Delta Queen Steamboat Co. R&D - Hibernia Case No: 01-10970 (JCA) UNAUDITED DQ Master Cash Hibernia DQ Master Cash Account # - 812-395-335 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 250,991.17 Receipts 1,700,000.00 From American Classic Voyages Co - Credit Suisse Asset Management - Account (247003452) ------------- 1,700,000.00 Total Receipts Disbursements (651,778.41) To The Delta Queen Steam Boat Co. - Hibernia - DQSC Contr. Disb. - Account (542027373) (2,131.95) 401K Payroll Payments (550,000.00) "Stalking Horse" Fees - Waveland & American West (427.14) Hibernia National Bank - Fees (525,000.00) To The Delta Queen Steam Boat Co. - Hibernia - (105,547.17) Professional Fees - Chanin ------------- (1,834,884.67) Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 99,999.95 *$16,106.55 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Receipts & Disbursements Attachment 2-3 3:52 PM The Delta Queen Steamboat Co. R&D - Hibernia Case No: 01-10970 (JCA) UNAUDITED DQ Payroll Hibernia DQ Payroll Account # - 812-395-289 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 58,433.00 Receipts 525,000.00 From The Delta Queen Steam Boat Co. - Hibernia - DQSC Master Cash - Account (812-395-335) 60,000.00 From Great Ocean Cruise Line - Hibernia - DQ Steamer - Account (812-395-270) ------------- 585,000.00 Total Receipts Disbursements (208,391.42) Payroll - Wires & Checks ------------- (208,391.42) Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 32,274.89 *$402,766.69 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Receipts & Disbursements Attachment 2-4 3:53 PM The Delta Queen Steamboat Co. R&D - BankOne Case No: 01-10970 (JCA) UNAUDITED DQ Credit Cards Bank One Delta Queen Credit Cards Account # - 552-0110062868 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 1,818.21 Receipts 4,242.85 Fee Reversals ---------- 4,242.85 Total Receipts Disbursements (6,061.06) Check In Transit At Month End To Weston Office ---------- (6,061.06) Closing Balance - 30 Jun 02 0.00 20-Jul-02 Receipts & Disbursements Attachment 2-5 3:54 PM The Delta Queen Steamboat Co. R&D - Hibernia Case No: 01-10970 (JCA) UNAUDITED DQSC Receipts Hibernia DQSC Receipts Account # - 882-390-047 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 120,808.76 Receipts 92,029.12 Proceeds From Paymentech From FY 01 Onboard Credit Card Processing 8,199.26 Paymentech Return Of Refunds Erroneously Withdrawn Previously ----------- 100,228.38 Total Receipts Disbursements ----------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 221,037.14 20-Jul-02 Receipts & Disbursements Attachment 2-6 3:55 PM The Delta Queen Steamboat Co. R&D - LaSalle Case No: 01-10970 (JCA) UNAUDITED DQSC Escrow LaSalle DQSC Escrow Account # - 62-8930-70-3 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 0.00 Receipts 1,098.94 Interest Income --------- 1,098.94 Total Receipts Disbursements --------- 0.00 Total Disbursements (* See Footnote) Closing Balance - 30 Jun 02 0.00 *$1,098.94 Of Disbursements Not Reflected In Disbursements Above Due To Being Reimbursed By Buyer Of Assets At Closing. 20-Jul-02 Receipts & Disbursements Attachment 2-7 3:56 PM The Delta Queen Steamboat Co. R&D - LaSalle Case No: 01-10970 (JCA) UNAUDITED DQ-DN IDCC Escrow LaSalle DQ-DN IDCC Escrow Account # - 62-9003-40-1 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 750,000.00 Receipts Interest Income ----------- 0.00 Total Receipts Disbursements ----------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 750,000.00 20-Jul-02 Receipts & Disbursements Attachment 2-8 3:58 PM The Delta Queen Steamboat Co. R&D - LaSalle Case No: 01-10970 (JCA) UNAUDITED DQ-DN Seller Proration Escrow LaSalle DQ-DN Seller Proration Escrow Account # - 62-9003-42-7 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 250,000.00 Receipts Interest Income ----------- 0.00 Total Receipts Disbursements ----------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 250,000.00 AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:41 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=20 (DELTA QUEEN STEAM CO)

PTD-Actual 30-Jun-02 ----------------- Revenue Gross Revenue 0.00 Allowances 0.00 ----------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 ----------------- Total Operating Expenses 0.00 ----------------- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ----------------- Total SG&A Expenses 0.00 ----------------- EBITDA 0.00 Depreciation 0.00 ----------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (116,603,343.74) Reorganization expenses 0.00 ----------------- Total Other Expense/(Income) 116,603,343.74 ----------------- Net Pretax Income/(Loss) (116,603,343.74) Income Tax Expense 0.00 ----------------- Net Income/(Loss) (116,603,343.74) =================

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:48 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=20 (DELTA QUEEN STEAM CO)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- ASSETS Cash and Equivalent 254,518.96 2,494,983.63 Restricted Cash 1,000,000.00 0.00 Accounts Receivable 369,262.57 0.00 Inventories 0.00 840,779.06 Prepaid Expenses 0.00 13,147.33 Other Current Assets 0.00 0.00 --------------- -------------- Total Current Assets 1,623,781.53 3,348,910.02 Fixed Assets 0.00 8,202,345.75 Accumulated Depreciation 0.00 (5,195,800.16) --------------- -------------- Net Fixed Assets 0.00 3,006,545.59 Net Goodwill 0.00 0.00 Intercompany Due To/From 41,250,633.55 37,437,552.28 Net Deferred Financing Fees 0.00 5,434.15 Net Investment in Subsidiaries (83,315,162.77) 33,999,708.26 --------------- -------------- Total Other Assets (42,064,529.22) 71,442,694.69 --------------- -------------- Total Assets (40,440,747.69) 77,798,150.30 =============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:48 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=20 (DELTA QUEEN STEAM CO)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 1,472,836.87 0.00 Deposits 0.00 0.00 --------------- -------------- Total Current Liabilities 1,472,836.87 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities 9,993,779.93 9,993,779.93 --------------- -------------- Total Liabilities 11,466,616.80 9,993,779.93 OTHER Liabilities Subject to Compromise 577,835.68 577,835.68 --------------- -------------- Total Other 577,835.68 577,835.68 OWNER'S EQUITY Common Stock 1,000.00 1,000.00 Add'l Paid In Capital 33,564,332.71 33,564,332.71 Current Net Income (Loss) (118,840,728.36) (2,866,520.92) Retained Earnings 32,790,195.48 36,527,722.90 --------------- -------------- Total Owner's Equity (52,485,200.17) 67,226,534.69 --------------- -------------- Total Liabilities & Equity (40,440,747.69) 77,798,150.30 =============== ==============

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (6,302,261.47) 66,538.14 - (6,235,723.33) AMCV Cruise Operations, Inc. 01-10967 133,864,653.70 1,445,345.11 2,233,677.41 133,076,321.40 Great AQ Steamboat, L.L.C. 01-10960 (38,908,998.19) - 16,730.36 (38,925,728.55) Great Pacific NW Cruise Line, L.L.C. 01-10977 (8,416,402.63) - 2,121.28 (8,418,523.91) Great River Cruise Line, L.L.C. 01-10963 (10,421,984.53) - 120,179.37 (10,542,163.90) Great Ocean Cruise Line, L.L.C. 01-10959 (17,635,610.10) - 34,999.42 (17,670,609.52) Cruise America Travel, Incorporated 01-10966 256,503.82 - - 256,503.82 Delta Queen Coastal Voyages, L.L.C. 01-10964 (906,024.08) - 5,174.88 (911,198.96) Cape Cod Light, L.L.C. 01-10962 (1,404,059.37) - - (1,404,059.37) Cape May Light, L.L.C. 01-10961 (8,431,118.53) - - (8,431,118.53) Project America, Inc. N/A (2,934,348.03) - - (2,934,348.03) Oceanic Ship Co. N/A (136,810.43) - - (136,810.43) Project America Ship I, Inc. N/A 255,723.41 - - 255,723.41 Project America Ship II, Inc. N/A (142,646.25) - - (142,646.25) Ocean Development Co. 01-10972 2,214,633.49 - - 2,214,633.49 Great Hawaiian Cruise Line, Inc. 01-10975 (7,057.02) - - (7,057.02) Great Hawaiian Properties Corporation 01-10971 1,247,073.77 - - 1,247,073.77 American Hawaii Properties Corporation 01-10976 43,550.29 - - 43,550.29 Great Independence Ship Co. 01-10969 (83,084.83) - - (83,084.83) CAT II, Inc. 01-10968 (100.00) - - (100.00) ------------------------------------------------------------------------ 42,151,633.02 1,511,883.25 2,412,882.72 41,250,633.55 ========================================================================

THE DELTA QUEEN STEAMBOAT COMPANY CASE #: 01-10970 (JCA) ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

DETAIL: 0-30 DAYS 31-60 DAYS 61-90 DAYS 91+ DAYS TOTAL Paymentech Credit Card Processor 0.00 0.00 American Express Credit Card Processor 0.00 Discover Credit Card Processor 0.00 Diners Credit Card Processor 0.00 Travel Agents 0.00 Delaware North Companies 113,300.81 255,961.76 369,262.57 ----------- ----------- ----- ----- ----------- Total 113,300.81 255,961.76 0.00 0.00 369,262.57 =========== =========== ===== ===== ===========

ATTACHMENT # 7 The Delta Queen Steamboat Company 01-10970 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY CASE NUMBER: 01-10970 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. Accounts receivable represent monies due from the Purchaser subject to final calculation of all closing adjustments to be completed within 60 to 90 days of the closing date, May 31, 2002. 2. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. EX-99.14 17 g77469exv99w14.txt GREAT HAWAIIAN PROPERTIES CORPORATION JUNE 2002 EXHIBIT 99.14 DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION CASE NUMBER: 01-10971 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ---------------------- Steve Moeller Director, Accounting DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION CASE NUMBER: 01-10971 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 4:00 PM Great Hawaiian Properties Corporation Summary Case No: 01-10971 (JCA) UNAUDITED Great Hawaiian Properties Corp For Month Of June, 2002

Balances --------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- AHC - Honolulu Disbursements 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110649303 Closed Closed Closed AHC - Mainland Credit Cards 1,500.00 0.00 Yes No - Not Yes Bank One Concentration Account # - 552-0110521579 Account AHC - Mainland Disbursements 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110673395 Closed Closed Closed AHC - Mainland Payroll 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110673387 Closed Closed Closed AHC - Master Cash 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110673360 Closed Closed Closed AHC - Honolulu Credit Cards (15.00) 0.00 Yes No - Not Yes Bank One Concentration Account # - 552-0110572580 Account Great Hawaiian Prop Corp 0.00 0.00 No - No - No - Goldman Sachs & Co. Account Account Account Account # - 020-33478-5 Closed Closed Closed

20-Jul-02 Receipts & Disbursements Attachment 2-1 4:01 PM Great Hawaiian Properties Corporation R&D - Bank One Case No: 01-10971 (JCA) UNAUDITED AHC Mainland Credit Cards Bank One AHC Mainland Credit Cards Account # - 552-0110521579 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 1,500.00 Receipts Receipts From Credit Card Chargeback Reversals ---------- 0.00 Total Receipts Disbursements (1,500.00) Check In Transit At Month End To Weston Office ---------- (1,500.00) Total Disbursements Closing Balance - 30 Jun 02 0.00 20-Jul-02 Receipts & Disbursements Attachment 2-2 4:02 PM Great Hawaiian Properties Corporation R&D - Bank One Case No: 01-10971 (JCA) UNAUDITED AHC Honolulu Credit Cards Bank One AHC Honolulu Credit Cards Account # - 552-0110572580 1 Jun 02 - 30 Jun 02 Opening Balance - 1 Jun 02 (15.00) Receipts 15.00 Fee Reversal ------- 15.00 Total Receipts Disbursements ------- 0.00 Total Disbursements Closing Balance - 30 Jun 02 0.00 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:03 PM Great Hawaiian Properties Corporation Summary Case No: 01-10971 (JCA) Great Hawaiian Properties Corp For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:43 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=51 (AHC - OPERATIONS)

PTD-Actual 30-Jun-02 ---------- Revenue Gross Revenue 0.00 Allowances 0.00 ----- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 ----- Total Operating Expenses 0.00 ----- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ----- Total SG&A Expenses 0.00 ----- EBITDA 0.00 Depreciation 0.00 ----- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 ----- Total Other Expense/(Income) 0.00 ----- Net Pretax Income/(Loss) 0.00 Income Tax Expense 0.00 ----- Net Income/(Loss) 0.00 =====

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:51 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=51 (AHC - OPERATIONS)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 0.00 665,214.37 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 0.00 Inventories 0.00 36,560.78 Prepaid Expenses 0.00 1,609.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 0.00 703,384.15 Fixed Assets 0.00 1,992,727.87 Accumulated Depreciation 0.00 (1,687,090.91) -------------- -------------- Net Fixed Assets 0.00 305,636.96 Net Goodwill 0.00 0.00 Intercompany Due To/From 21,010,606.76 20,319,892.39 Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries 0.00 0.00 -------------- -------------- Total Other Assets 21,010,606.76 20,319,892.39 -------------- -------------- Total Assets 21,010,606.76 21,328,913.50 ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:51 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=51 (AHC - OPERATIONS)

TD-Actual YTD-Actual 0-Jun-02 22-Oct-02 --------------- --------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 --------------- --------------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities (15,184,601.60) (15,184,601.60) --------------- --------------- Total Liabilities (15,184,601.60) (15,184,601.60) OTHER Liabilities Subject to Compromise 0.00 0.00 --------------- --------------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 9,440.25 9,440.25 Add'l Paid In Capital 83,336,732.73 83,336,732.73 Current Net Income (Loss) (318,306.74) (516,397.64) Retained Earnings (46,832,657.88) (46,316,260.24) --------------- --------------- Total Owner's Equity 36,195,208.36 36,513,515.10 --------------- --------------- Total Liabilities & Equity 21,010,606.76 21,328,913.50 =============== ===============

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 51,110,970.59 -- -- 51,110,970.59 AMCV Cruise Operations, Inc. 01-10967 6,116,875.06 -- -- 6,116,875.06 The Delta Queen Steamboat Co. 01-10970 (1,247,073.77) -- -- (1,247,073.77) Great AQ Steamboat, L.L.C. 01-10960 22,591.38 -- -- 22,591.38 Great Pacific NW Cruise Line, L.L.C. 01-10977 66,513.26 -- -- 66,513.26 Great River Cruise Line, L.L.C. 01-10963 41,555.00 -- -- 41,555.00 Great Ocean Cruise Line, L.L.C. 01-10959 34,964.32 -- -- 34,964.32 Cape May Light, L.L.C. 01-10961 (4,188.00) -- -- (4,188.00) Project America, Inc. N/A (3,007,602.48) -- -- (3,007,602.48) Oceanic Ship Co. N/A (345,917.07) -- -- (345,917.07) Ocean Development Co. 01-10972 780,707.24 -- -- 780,707.24 Great Hawaiian Cruise Line, Inc. 01-10975 (3,600,035.73) 1,500.00 -- (3,598,535.73) American Hawaii Properties Corporation 01-10976 (62,430.01) -- -- (62,430.01) Great Independence Ship Co. 01-10969 (28,898,393.97) -- -- (28,898,393.97) CAT II, Inc. 01-10968 570.94 -- -- 570.94 -------------------------------------------------------------------- 21,009,106.76 1,500.00 -- 21,010,606.76 ====================================================================

Great Hawaiian Properties Corporation 01-10971 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Great Hawaiian Properties Corporation 01-10971 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION CASE NUMBER: 01-10971 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.15 18 g77469exv99w15.txt OCEAN DEVELOPMENT CO. JUNE 2002 EXHIBIT 99.15 DEBTOR: OCEAN DEVELOPMENT CO. CASE NUMBER: 01-10972 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ------------------------ Steve Moeller Director, Accounting DEBTOR: OCEAN DEVELOPMENT CO. CASE NUMBER: 01-10972 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank, Investment & Petty Cash Accounts Attachment 1 4:05 PM Ocean Development Co. Summary Case No: 01-10972 (JCA) UNAUDITED Ocean Development Co. For Month Of June, 2002

Balances ---------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- Ocean Development Co. 0.00 0.00 No - No - No - City National Bank Account Account Account Account # - 1604832 Closed Closed Closed ODC Disbursements 0.00 0.00 No - No - No - LaSalle Bank Account Account Account Account # - 5800156167 Closed Closed Closed ODC Payroll 0.00 0.00 No - No - No - LaSalle Bank Account Account Account Account # - 5800156175 Closed Closed Closed Ocean Development Co. 0.00 0.00 No - Not A Bank No - Petty Cash No Activity Account No Activity

20-Jul-02 Receipts & Disbursements Attachment 2 4:06 PM Ocean Development Co. Summary Case No: 01-10972 (JCA) Ocean Development Co. For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To All Accounts Closed 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:07 PM Ocean Development Co. Summary Case No: 01-10972 (JCA) Ocean Development Co. For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:44 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=61 (ODC)

PTD-Actual 30-Jun-02 ---------- Revenue Gross Revenue 0.00 Allowances 0.00 ---------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 ---------- Total Operating Expenses 0.00 ---------- Gross Profit 0.00 SG&A Expenses General and Admin Expenses 9,167.14 Sales & Marketing 0.00 Start-Up Costs 0.00 ---------- Total SG&A Expenses 9,167.14 ---------- EBITDA (9,167.14) Depreciation 0.00 ---------- Operating Income (9,167.14) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 ---------- Total Other Expense/(Income) 0.00 ---------- Net Pretax Income/(Loss) (9,167.14) Income Tax Expense 0.00 ---------- Net Income/(Loss) (9,167.14) ==========

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:52 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=61 (ODC)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------ ------------ ASSETS Cash and Equivalent 0.00 118,106.14 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 151,000.00 Inventories 0.00 0.00 Prepaid Expenses 0.00 2,428.25 Other Current Assets 0.00 12,086.31 ------------ ------------ Total Current Assets 0.00 283,620.70 Fixed Assets 0.00 475,030.49 Accumulated Depreciation 0.00 (200,064.63) ------------ ------------ Net Fixed Assets 0.00 274,965.86 Net Goodwill 0.00 0.00 Intercompany Due To/From (606,088.17) (661,080.60) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries 0.00 0.00 ------------ ------------ Total Other Assets (606,088.17) (661,080.60) ------------ ------------ Total Assets (606,088.17) (102,494.04) ============ ============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:52 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=61 (ODC)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------ ------------ LIABILITIES Accounts Payable 0.00 8,352.05 Accrued Liabilities 0.00 4,455.57 Deposits 0.00 0.00 ------------ ------------ Total Current Liabilities 0.00 12,807.62 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------ ------------ Total Liabilities 0.00 12,807.62 OTHER Liabilities Subject to Compromise 12,807.62 0.00 ------------ ------------ Total Other 12,807.62 0.00 OWNER'S EQUITY Common Stock 1.00 1.00 Add'l Paid In Capital 99.00 99.00 Current Net Income (Loss) (20,294.67) (34,923.61) Retained Earnings (598,701.12) (80,478.05) ------------ ------------ Total Owner's Equity (618,895.79) (115,301.66) ------------ ------------ Total Liabilities & Equity (606,088.17) (102,494.04) ============ ============

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (206,379,952.56) -- 9,167.14 (206,389,119.70) AMCV Cruise Operations, Inc. 01-10967 (1,559,238.61) -- -- (1,559,238.61) The Delta Queen Steamboat Co. 01-10970 (2,214,633.49) -- -- (2,214,633.49) Great Pacific NW Cruise Line, L.L.C. 01-10977 24,185,738.20 -- -- 24,185,738.20 Cruise America Travel, Incorporated 01-10966 (15,996.19) -- -- (15,996.19) Cape Cod Light, L.L.C. 01-10962 13,058,475.55 -- -- 13,058,475.55 Cape May Light, L.L.C. 01-10961 14,604,239.22 -- -- 14,604,239.22 Project America, Inc. N/A (121,769.93) -- -- (121,769.93) Oceanic Ship Co. N/A 16,588,600.15 -- -- 16,588,600.15 Project America Ship I, Inc. N/A 88,694,801.97 -- -- 88,694,801.97 Project America Ship II, Inc. N/A 53,705,913.72 -- -- 53,705,913.72 Great Hawaiian Properties Corporation 01-10971 (780,707.24) -- -- (780,707.24) CAT II, Inc. 01-10968 (362,391.82) -- -- (362,391.82) ------------------------------------------------------------------------ (596,921.03) -- 9,167.14 (606,088.17) ========================================================================

Ocean Development Co. 01-10972 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Ocean Development Co. 01-10972 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: OCEAN DEVELOPMENT CO. CASE NUMBER: 01-10972 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.16 19 g77469exv99w16.txt AMCV HOLDINGS, INC. JUNE 2002 EXHIBIT 99.16 DEBTOR: AMCV HOLDINGS, INC. CASE NUMBER: 01-10973 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - -------------------- Steve Moeller Director, Accounting DEBTOR: AMCV HOLDINGS, INC. CASE NUMBER: 01-10973 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 4:08 PM AMCV Holdings, Inc. Summary Case No: 01-10973 (JCA) UNAUDITED AMCV Holdings, Inc. For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- No Bank Or Investment Accounts NA NA NA NA NA

20-Jul-02 Receipts & Disbursements Attachment 2 4:09 PM AMCV Holdings, Inc. Summary Case No: 01-10973 (JCA) AMCV Holdings, Inc. For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To No Bank Or Investment Accounts 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:10 PM AMCV Holdings, Inc. Summary Case No: 01-10973 (JCA) AMCV Holdings, Inc. For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:45 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=12 (AMCV - HOLDINGS)

PTD-Actual 30-Jun-02 --------------- Revenue Gross Revenue 0.00 Allowances 0.00 --------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 --------------- Total Operating Expenses 0.00 --------------- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 --------------- Total SG&A Expenses 0.00 --------------- EBITDA 0.00 Depreciation 0.00 --------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (466,509,449.26) Reorganization expenses 0.00 --------------- Total Other Expense/(Income) 466,509,449.26 --------------- Net Pretax Income/(Loss) (466,509,449.26) Income Tax Expense 0.00 --------------- Net Income/(Loss) (466,509,449.26) ===============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:53 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=12 (AMCV - HOLDINGS)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- ASSETS Cash and Equivalent 0.00 0.00 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 0.00 Inventories 0.00 0.00 Prepaid Expenses 0.00 0.00 Other Current Assets 0.00 0.00 --------------- -------------- Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 Accumulated Depreciation 0.00 0.00 --------------- -------------- Net Fixed Assets 0.00 0.00 Net Goodwill 0.00 0.00 Intercompany Due To/From 0.00 0.00 Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries (469,195,558.34) (918,077.34) --------------- -------------- Total Other Assets (469,195,558.34) (918,077.34) --------------- -------------- Total Assets (469,195,558.34) (918,077.34) =============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:53 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=12 (AMCV - HOLDINGS)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 --------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 --------------- -------------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 --------------- -------------- Total Liabilities 0.00 0.00 OTHER Liabilities Subject to Compromise 0.00 0.00 --------------- -------------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 9,440.25 9,440.25 Add'l Paid In Capital 79,208,059.85 79,208,059.85 Current Net Income (Loss) (469,009,767.89) (13,500,663.21) Retained Earnings (79,403,290.55) (66,634,914.23) --------------- -------------- Total Owner's Equity (469,195,558.34) (918,077.34) --------------- -------------- Total Liabilities & Equity (469,195,558.34) (918,077.34) =============== ==============

AMCV Holdings, Inc. ATTACHMENT 6 01-10973(JCA) Summary List of Due To/Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE AMCV Cruise Operations, Inc. 01-10967 638,138.36 1,500.00 15.00 639,623.36 Project America, Inc. N/A (457,361.14) -- -- (457,361.14) Great Hawaiian Cruise Line, Inc. 01-10975 (180,777.22) 15.00 1,500.00 (182,262.22) ------------------------------------------------------------------- -- 1,515.00 1,515.00 -- ===================================================================

AMCV Holdings, Inc. 01-10973 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable AMCV Holdings, Inc. 01-10973 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: AMCV HOLDINGS, INC. CASE NUMBER: 01-10973 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.17 20 g77469exv99w17.txt DQSB II, INC. JUNE 2002 EXHIBIT 99.17 DEBTOR: DQSB II, INC. CASE NUMBER: 01-10974 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - -------------------- Steve Moeller Director, Accounting DEBTOR: DQSB II, Inc. CASE NUMBER: 01-10974 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 4:11 PM DQSB II, Inc. Summary Case No: 01-10974 (JCA) UNAUDITED DQSB II, Inc. For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- No Bank Or Investment Accounts NA NA NA NA NA

20-Jul-02 Receipts & Disbursements Attachment 2 4:12 PM DQSB II, Inc. Summary Case No: 01-10974 (JCA) DQSB II, Inc. For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To No Bank Or Investment Accounts 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:13 PM DQSB II, Inc. Summary Case No: 01-10974 (JCA) DQSB II, Inc. For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:47 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=60 (DELTA QUEEN SC II)

PTD-Actual 30-Jun-02 ------------- Revenue Gross Revenue 0.00 Allowances 0.00 ------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 ------------- Total Operating Expenses 0.00 Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 ------------- Total SG&A Expenses 0.00 ------------- EBITDA 0.00 Depreciation 0.00 ------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (1,987,581.43) Reorganization expenses 0.00 ------------- Total Other Expense/(Income) 1,987,581.43 ------------- Net Pretax Income/(Loss) (1,987,581.43) Income Tax Expense 0.00 ------------- Net Income/(Loss) (1,987,581.43) =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:56 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=60 (DELTA QUEEN SC II)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- ASSETS Cash and Equivalent 0.00 0.00 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 0.00 Inventories 0.00 0.00 Prepaid Expenses 0.00 0.00 Other Current Assets 0.00 0.00 ------------- ------------- Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 Accumulated Depreciation 0.00 0.00 ------------- ------------- Net Fixed Assets 0.00 0.00 Net Goodwill 0.00 0.00 Intercompany Due To/From (22,497.32) (21,361.32) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries (1,828,072.86) 178,552.30 ------------- ------------- Total Other Assets (1,850,570.18) 157,190.98 ------------- ------------- Total Assets (1,850,570.18) 157,190.98 ============= =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:56 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=60 (DELTA QUEEN SC II)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------ LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 ------------- ----------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities (4,904.83) (4,904.83) ------------- ----------- Total Liabilities (4,904.83) (4,904.83) OTHER Liabilities Subject to Compromise 0.00 0.00 ------------- ----------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 600,000.00 600,000.00 Current Net Income (Loss) (1,992,205.49) (181,334.98) Retained Earnings (453,459.86) (256,569.21) ------------- ----------- Total Owner's Equity (1,845,665.35) 162,095.81 ------------- ----------- Total Liabilities & Equity (1,850,570.18) 157,190.98 ============= ===========

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (22,836.06) -- -- (22,836.06) AMCV Cruise Operations, Inc. 01-10967 (2,330.40) -- -- (2,330.40) Great AQ Steamboat, L.L.C 01-10960 919.60 -- -- 919.60 Great Pacific NW Cruise Line, L.L.C 01-10977 339.49 -- -- 339.49 Great River Cruise Line, L.L.C 01-10963 367.05 -- -- 367.05 Great Ocean Cruise Line, L.L.C 01-10959 877.52 -- -- 877.52 Cape Cod Light, L.L.C 01-10962 82.74 -- -- 82.74 Cape May Light, L.L.C 01-10961 82.74 -- -- 82.74 --------------------------------------------------------------- (22,497.32) -- -- (22,497.32) ===============================================================

DQSB II, Inc. 01-10974 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable DQSB II, Inc. 01-10974 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: DQSB II, INC. CASE NUMBER: 01-10974 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. EX-99.18 21 g77469exv99w18.txt GREAT HAWAIIAN CRUISE LINE, INC. JUNE 2002 DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC. CASE NUMBER: 01-10975 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - -------------------- Steve Moeller Director, Accounting DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC. CASE NUMBER: 01-10975 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank And Investment Accounts Attachment 1 4:14 PM Great Hawaiian Cruise Line, Inc. Summary Case No: 01-10975 (JCA) UNAUDITED Great Hawaiian Cruise Line, Inc. For Month Of June, 2002

Balances ------------------------------ Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ---------- ---------- No Bank Or Investment Accounts NA NA NA NA NA

20-Jul-02 Receipts & Disbursements Attachment 2 4:15 PM Great Hawaiian Cruise Line, Inc. Summary Case No: 01-10975 (JCA) Great Hawaiian Cruise Line For Month Of June, 2002 Attach 2 No Receipts Or Disbursements Due To No Bank Or Investment Accounts 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:16 PM Great Hawaiian Cruise Line, Inc. Summary Case No: 01-10975 (JCA) Great Hawaiian Cruise Line For Month Of June, 2002 Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:48 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=50 (GREAT HAWAII CRUISE LN)

PTD-Actual 30-Jun-02 -------------- Revenue Gross Revenue 0.00 Allowances 0.00 -------------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------------- Total Operating Expenses 0.00 -------------- Gross Profit 0.00 SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 -------------- Total SG&A Expenses 0.00 -------------- EBITDA 0.00 Depreciation 0.00 -------------- Operating Income 0.00 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub (55,478,605.38) Reorganization expenses 0.00 -------------- Total Other Expense/(Income) 55,478,605.38 -------------- Net Pretax Income/(Loss) (55,478,605.38) Income Tax Expense 0.00 -------------- Net Income/(Loss) (55,478,605.38) ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:57 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=50 (GREAT HAWAII CRUISE LN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 0.00 0.00 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 0.00 Inventories 0.00 0.00 Prepaid Expenses 0.00 0.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 Accumulated Depreciation 0.00 0.00 -------------- -------------- Net Fixed Assets 0.00 0.00 Net Goodwill 0.00 0.00 Intercompany Due To/From (24,595,692.37) (24,608,201.70) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries (14,892,347.84) 41,532,108.18 -------------- -------------- Total Other Assets (39,488,040.21) 16,923,906.48 -------------- -------------- Total Assets (39,488,040.21) 16,923,906.48 ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:57 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=50 (GREAT HAWAII CRUISE LN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 -------------- -------------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities (1,816,230.95) (1,816,230.95) -------------- -------------- Total Liabilities (1,816,230.95) (1,816,230.95) OTHER Liabilities Subject to Compromise 0.00 0.00 -------------- -------------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 8,440.25 8,440.25 Add'l Paid In Capital 76,531,536.87 76,531,536.87 Current Net Income (Loss) (57,283,189.85) (11,777,334.92) Retained Earnings (56,928,596.53) (46,022,504.77) -------------- -------------- Total Owner's Equity (37,671,809.26) 18,740,137.43 -------------- -------------- Total Liabilities & Equity (39,488,040.21) 16,923,906.48 ============== ==============

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE American Classic Voyages Co. 01-10954 (3,571,229.75) -- -- (3,571,229.75) AMCV Holdings, Inc. 01-10973 180,777.22 1,500.00 15.00 182,262.22 AMCV Cruise Operations, Inc. 01-10967 22,292.97 -- -- 22,292.97 The Delta Queen Steamboat Co. 01-10970 7,057.02 -- -- 7,057.02 Great River Cruise Line, L.L.C 01-10963 60.73 -- -- 60.73 Great Ocean Cruise Line, L.L.C 01-10959 37,394.43 -- -- 37,394.43 Cape May Light, L.L.C 01-10961 8,411.75 -- -- 8,411.75 Oceanic Ship Co. N/A (1,803.12) -- -- (1,803.12) Great Hawaiian Properties Corporation 01-10971 3,600,035.73 -- 1,500.00 3,598,535.73 American Hawaii Properties Corporation 01-10976 (179,648.39) 1,515.00 1,500.00 (179,633.39) Great Independence Ship Co. 01-10969 (24,699,040.96) -- -- (24,699,040.96) --------------------------------------------------------------- (24,595,692.37) 3,015.00 3,015.00 (24,595,692.37) ===============================================================

Great Hawaiian Cruise Line, Inc. 01-10975 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable Great Hawaiian Cruise Line, Inc. 01-10975 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC. CASE NUMBER: 01-10975 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. Other long-term liabilities consists of deferred tax assets and liabilities, net. Deferred tax assets and liabilities have been recognized for the expected future tax consequences of temporary differences between carrying amounts and the tax bases of assets and liabilities. The Debtor has not recorded adjustments to these amounts pending the outcome of Chapter 11 proceedings. EX-99.19 22 g77469exv99w19.txt AMERICAN HAWAII PROPERTIES CORPORATION JUNE 2002 EXHIBIT 99.19 DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION CASE NUMBER: 01-10976 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - --------------------------- Steve Moeller Director, Accounting DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION CASE NUMBER: 01-10976 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS

Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report

20-Jul-02 Summary Of Bank, Investment & Petty Cash Accounts Attachment 1 4:17 PM American Hawaii Properties Corporation Summary Case No: 01-10976 (JCA) UNAUDITED For Month Of June, 2002 American Hawaii Properties Corp

Balances --------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- --------- ---------- AHC - Honolulu Payroll 0.00 0.00 No - No - No - Bank One Account Account Account Account # - 552-0110673379 Closed Closed Closed American Hawaii Pro DBA AHC 0.00 0.00 No - No - No - Bank of Hawaii Account Account Account Account # - 0001-037773 Closed Closed Closed Honolulu Office 0.00 0.00 No - Not A Bank No - Petty Cash No Activity Account No Activity

20-Jul-02 Receipts & Disbursements Attachment 2 4:18 PM American Hawaii Properties Corp Summary Case No: 01-10976 (JCA) For Month Of June, 2002 American Hawaii Properties Corp Attach 2 No Receipts Or Disbursements Due To All Accounts Closed 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:18 PM American Hawaii Properties Corp Summary Case No: 01-10976 (JCA) For Month Of June, 2002 American Hawaii Properties Corp Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:49 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=52 (AHC - HONOLULU OFFICE)

PTD-Actual 30-Jun-02 --------- Revenue Gross Revenue 0.00 Allowances 0.00 -------- Net Revenue 0.00 Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 0.00 Layup/Drydock Expense 0.00 Vessel Insurance 0.00 -------- Total Operating Expenses 0.00 -------- Gross Profit 0.00 SG&A Expenses General and Admin Expenses (1,475.02) Sales & Marketing 0.00 Start-Up Costs 0.00 -------- Total SG&A Expenses (1,475.02) -------- EBITDA 1,475.02 Depreciation 0.00 -------- Operating Income 1,475.02 Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 0.00 -------- Total Other Expense/(Income) 0.00 -------- Net Pretax Income/(Loss) 1,475.02 Income Tax Expense 0.00 -------- Net Income/(Loss) 1,475.02 ========

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:59 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=52 (AHC - HONOLULU OFFICE)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- ASSETS Cash and Equivalent 0.00 175,430.72 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 1,334.40 Inventories 0.00 1,214,962.00 Prepaid Expenses 0.00 7,240.63 Other Current Assets 0.00 0.00 ------------- ------------- Total Current Assets 0.00 1,398,967.75 Fixed Assets 0.00 1,553,888.60 Accumulated Depreciation 0.00 (591,442.88) ------------- ------------- Net Fixed Assets 0.00 962,445.72 Net Goodwill 0.00 0.00 Intercompany Due To/From (2,976,313.66) (3,743,572.98) Net Deferred Financing Fees 0.00 0.00 Net Investment in Subsidiaries 0.00 0.00 ------------- ------------- Total Other Assets (2,976,313.66) (3,743,572.98) ------------- ------------- Total Assets (2,976,313.66) (1,382,159.51) ============= =============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:52:59 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=52 (AHC - HONOLULU OFFICE)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 ------------- ------------- LIABILITIES Accounts Payable 0.00 0.00 Accrued Liabilities 0.00 0.00 Deposits 0.00 0.00 ------------- ------------- Total Current Liabilities 0.00 0.00 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 ------------- ------------- Total Liabilities 0.00 0.00 OTHER Liabilities Subject to Compromise 0.00 0.00 ------------- ------------- Total Other 0.00 0.00 OWNER'S EQUITY Common Stock 1,000.00 1,000.00 Add'l Paid In Capital 0.00 0.00 Current Net Income (Loss) (1,440,306.39) (1,383,800.96) Retained Earnings (1,537,007.27) 641.45 ------------- ------------- Total Owner's Equity (2,976,313.66) (1,382,159.51) ------------- ------------- Total Liabilities & Equity (2,976,313.66) (1,382,159.51) ============= =============

American Hawaii Properties ATTACHMENT 6 01-10976 (JCA) Summary List of Due To/Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE - -------------- ----------- -------------- -------- ------- -------------- American Classic Voyages Co. 01-10954 (2,485,515.74) 1,475.02 -- (2,484,040.72) AMCV Cruise Operations, Inc. 01-10967 (5,188,990.02) -- -- (5,188,990.02) The Delta Queen Steamboat Co. 01-10970 (43,550.29) -- -- (43,550.29) Great AQ Steamboat, L.L.C 01-10960 1,496.24 -- -- 1,496.24 Great River Cruise Line, L.L.C 01-10963 (9,562.38) -- -- (9,562.38) Cruise America Travel, Incorporated 01-10966 (1,126.92) -- -- (1,126.92) Cape Cod Light, L.L.C 01-10962 31,777.30 -- -- 31,777.30 Project America, Inc. N/A 1,297,351.35 -- -- 1,297,351.35 Oceanic Ship Co. N/A 3,724,194.25 -- -- 3,724,194.25 Great Hawaiian Cruise Line, Inc. 01-10975 179,648.39 -- 15.00 179,633.39 Great Hawaiian Properties Corporation 01-10971 62,430.01 -- -- 62,430.01 Great Independence Ship Co. 01-10969 (542,250.76) -- -- (542,250.76) CAT II, Inc. 01-10968 (3,675.11) -- -- (3,675.11) ------------- -------- ----- -------------- (2,977,773.68) 1,475.02 15.00 (2,976,313.66) ============= ======== ===== ==============

American Hawaii Properties Corporation 01-10976 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable American Hawaii Properties Corporation 01-10976 (JCA) Accounts Payable Detail As of June 30, 2002 Attachment 8 Not Applicable DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION CASE NUMBER: 01-10976 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. EX-99.20 23 g77469exv99w20.txt GREAT PACIFIC NW CRUISE LINE, L.L.C. JUNE 2002 EXHIBIT 99.20 DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C. CASE NUMBER: 01-10977 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury that I have examined the attached June Monthly Operating Report (Attachments 1 through 9) and, to the best of my knowledge, these documents are true, correct, and complete. /s/ STEVE MOELLER - ------------------------- Steve Moeller Director, Accounting DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C. CASE NUMBER: 01-10977 (JCA) MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED CONTENTS Attachment 1 Summary of Bank and Investment Accounts Attachment 2 Schedule of Receipts and Disbursements Attachment 3 Bank and Investment Account Statements Attachment 4 Income Statement Attachment 5 Balance Sheet Attachment 6 Summary of Due To/Due From Intercompany Accounts Attachment 7 Accounts Receivable Aging Attachment 8 Accounts Payable Detail Attachment 9 Notes to June Monthly Operating Report 20-Jul-02 Summary Of Bank, Investment & Petty Cash Accounts Attachment 1 4:20 PM Great Pacific NW Cruise Line, L.L.C. Summary Case No: 01-10977 (JCA) UNAUDITED For Month Of June, 2002 Great Pacific NW Cruise Line, LLC

Balances -------------------------------- Receipts & Bank Opening Closing Disbursements Statements Account Account As Of 6/01/02 As Of 6/30/02 Included Included Reconciled - ------- ------------- ------------- ------------- ------------- ---------- Great Pacific NW Cruise Line 0.00 0.00 No - No - No - Payroll Account Account Account U.S. Bank Closed Closed Closed Account # - 153390417191 Great Pacific NW Cruise Line 0.00 0.00 No - No - No - Steamer Account Account Account U.S. Bank Closed Closed Closed Account # - 153390417191 Great Pacific NW Cruise Line 0.00 0.00 No - No - Not No - Columbia Queen Petty Cash No Activity Concentration No Activity Account

20-Jul-02 Receipts & Disbursements Attachment 2 4:21 PM Great Pacific NW Cruise Line, L.L.C. Summary Case No: 01-10977 (JCA) For Month Of June, 2002 Great Pacific NW Cruise Line, LLC Attach 2 No Receipts Or Disbursements Due To All Accounts Closed 20-Jul-02 Concentration & Investment Account Statements Attachment 3 4:21 PM Great Pacific NW Cruise Line, L.L.C. Summary Case No: 01-10977 (JCA) For Month Of June, 2002 Great Pacific NW Cruise Line, LLC Attach 3 No Statements Due To No Concentration Or Investment Accounts AMCV US SET OF BOOKS Date: 26-JUL-02 09:47:51 INCOME STATEMENT - ATTACHMENT 4 Page: 1 Current Period: JUN-02 currency USD Company=24 (COLUMBIA QUEEN)

PTD-Actual 30-Jun-02 -------------- Revenue Gross Revenue (510.93) Allowances 0.00 -------------- Net Revenue (510.93) Operating Expenses Air 0.00 Hotel 0.00 Commissions 0.00 Onboard Expenses 0.00 Passenger Expenses 0.00 Vessel Expenses 8,046.57 Layup/Drydock Expense 0.00 Vessel Insurance 1,728.93 -------------- Total Operating Expenses 9,775.50 -------------- Gross Profit (10,286.43) SG&A Expenses Sales & Marketing 0.00 Start-Up Costs 0.00 -------------- Total SG&A Expenses 0.00 -------------- EBITDA (10,286.43) Depreciation 0.00 -------------- Operating Income (10,286.43) Other Expense/(Income) Interest Income 0.00 Equity in Earnings for Sub 0.00 Reorganization expenses 33,545,741.60 -------------- Total Other Expense/(Income) 33,545,741.60 -------------- Net Pretax Income/(Loss) (33,556,028.03) Income Tax Expense 0.00 -------------- Net Income/(Loss) (33,556,028.03) ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:53:03 BALANCE SHEET - ATTACHMENT 5 Page: 1 Current Period: JUN-02 currency USD Company=24 (COLUMBIA QUEEN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- ASSETS Cash and Equivalent 0.00 31,623.21 Restricted Cash 0.00 0.00 Accounts Receivable 0.00 11,425.61 Inventories 0.00 199,562.38 Prepaid Expenses 0.00 2,800.00 Other Current Assets 0.00 0.00 -------------- -------------- Total Current Assets 0.00 245,411.20 Fixed Assets 0.00 45,093,524.95 Accumulated Depreciation 0.00 (1,870,234.50) -------------- -------------- Net Fixed Assets 0.00 43,223,290.45 Net Goodwill 0.00 0.00 Intercompany Due To/From (10,099,823.87) (9,983,225.62) Net Deferred Financing Fees 0.00 2,545,011.02 Net Investment in Subsidiaries 0.00 0.00 Other Non Current Assets 12,000,000.00 0.00 -------------- -------------- Total Other Assets 1,900,176.13 (7,438,214.60) -------------- -------------- Total Assets 1,900,176.13 36,030,487.05 ============== ==============

AMCV US SET OF BOOKS Date: 26-JUL-02 09:53:03 BALANCE SHEET - ATTACHMENT 5 Page: 2 Current Period: JUN-02 currency USD Company=24 (COLUMBIA QUEEN)

YTD-Actual YTD-Actual 30-Jun-02 22-Oct-02 -------------- -------------- LIABILITIES Accounts Payable 235.00 180.00 Accrued Liabilities 0.00 331,444.68 Deposits 0.00 0.00 -------------- -------------- Total Current Liabilities 235.00 331,624.68 Long Term Debt 0.00 0.00 Other Long Term Liabilities 0.00 0.00 -------------- -------------- Total Liabilities 235.00 331,624.68 OTHER Liabilities Subject to Compromise 37,788,314.80 37,792,814.64 -------------- -------------- Total Other 37,788,314.80 37,792,814.64 OWNER'S EQUITY Common Stock 0.00 0.00 Add'l Paid In Capital 0.00 0.00 Current Net Income (Loss) (33,703,467.86) 18,578.51 Retained Earnings (2,184,905.81) (2,112,530.78) -------------- -------------- Total Owner's Equity (35,888,373.67) (2,093,952.27) -------------- -------------- Total Liabilities & Equity 1,900,176.13 36,030,487.05 ============== ==============

Great Pacific NW Cruise Line, LLC ATTACHMENT 6 01-10977 (JCA) Summary List of Due To/Due From Accounts For the Month Ended June 30, 2002

BEGINNING ENDING AFFILIATE NAME CASE NUMBER BALANCE DEBITS CREDITS BALANCE - -------------- ----------- -------------- -------- -------- -------------- American Classic Voyages Co. 01-10954 15,478,454.20 -- 5,600.00 15,472,854.20 AMCV Cruise Operations, Inc. 01-10967 (9,429,154.78) -- 4,175.50 (9,433,330.28) The Delta Queen Steamboat Co. 01-10970 8,416,402.63 2,121.28 -- 8,418,523.91 DQSB II, Inc. 01-10974 (339.49) -- -- (339.49) Great AQ Steamboat, L.L.C. 01-10960 (5,552.79) -- -- (5,552.79) Great River Cruise Line, L.L.C. 01-10963 (4,812.08) -- -- (4,812.08) Great Ocean Cruise Line, L.L.C. 01-10959 (10,219.55) -- -- (10,219.55) Cruise America Travel, Incorporated 01-10966 (674,733.24) -- -- (674,733.24) Delta Queen Coastal Voyages, L.L.C. 01-10964 118,887.26 -- -- 118,887.26 Cape May Light, L.L.C. 01-10961 5,380.67 -- -- 5,380.67 Project America, Inc. N/A (27,500.00) -- -- (27,500.00) Oceanic Ship Co. N/A 1,701.33 -- -- 1,701.33 Project America Ship I, Inc. N/A 291,567.65 -- -- 291,567.65 Ocean Development Co. 01-10972 (24,185,738.20) -- -- (24,185,738.20) Great Hawaiian Properties Corporation 01-10971 (66,513.26) -- -- (66,513.26) -------------- -------- -------- -------------- (10,092,169.65) 2,121.28 9,775.50 (10,099,823.87) ============== ======== ======== ==============

Great Pacific Nw Cruise Line, L.L.C. 01-10977 (JCA) Accounts Receivable Aging As of June 30, 2002 Attachment 7 Not Applicable COLUMBIA QUEEN AP-STEAMER CHECKS 24-000-221300-00000 JUNE-02 OUTSTANDING CHECKS: 1566 K Tinnin (American Express) 180.00 1611 Charles Saporiti 55.00 ------ TOTAL PER G/L: 235.00 ====== ATTACHMENT # 8 DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C. CASE NUMBER: 01-10977 (JCA) PRELIMINARY MONTHLY OPERATING REPORT AS OF JUNE 30, 2002 AND FOR THE MONTH THEN ENDED ATTACHMENT 9 NOTES TO JUNE MONTHLY OPERATING REPORT The information contained herein is unaudited. Liabilities included in these financial statements reflect amounts known by the Company to have been incurred. The Company has listed in prior filings with the United States Trustee potential additional claims it believes may be asserted against the Company. To the best of the Debtor's knowledge and belief, based on currently available information, all Federal income and payroll taxes due and owing have been paid. 1. The Debtor and three other Debtors completed the forfeiture of four vessels to the Maritime Administration, the secured creditor of each vessel, during June. Accordingly, the Debtor wrote-off the carrying value of its vessel and related assets. The net loss of disposition totaled $33.5 million. -----END PRIVACY-ENHANCED MESSAGE-----

EX-2

                                                                       Exhibit 2

                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE

In re:                                         )
                                               )        Chapter 11
AMERICAN CLASSIC VOYAGES CO., et al.,          )        Case No. 01-10954 (JCA)
                                               )        Jointly Administered
                  Debtors.                     )

- ----------------------------------------------


        JOINT PLAN OF LIQUIDATION OF AMERICAN CLASSIC VOYAGES CO., ET AL.
        -----------------------------------------------------------------


Francis A. Monaco (No. 2078)
Joseph J. Bodnar (No. 2512)
WALSH, MONZACK AND MONACO, P.A.
1201 Orange Street, Suite 400
Wilmington, DE 19801
(302) 656-8162

   -and-

David S. Heller
Josef S. Athanas
LATHAM & WATKINS
Suite 5800 Sears Tower
233 South Wacker Drive
Chicago, Illinois  60606
(312) 876-7700

Attorneys for the Debtors and
Debtors-in-Possession





                                                            Dated: July 30, 2002





                                TABLE OF CONTENTS



                                                                                                             
ARTICLE 1 DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTIONS.................................................4
     A.  Scope of Definitions....................................................................................4
     B.  Definitions.............................................................................................4
         1.1    Administrative Claim.............................................................................4
         1.2    Administrative Claims Bar Date...................................................................4
         1.3    Allowed [   ] Claim or Allowed [   ] Interest....................................................4
         1.4    Allowed Claim or Allowed Interest................................................................5
         1.5    AMCV.............................................................................................5
         1.6    Assets...........................................................................................5
         1.7    Asset Sale.......................................................................................5
         1.8    Assumed MARAD Notes..............................................................................6
         1.9    Available Cash...................................................................................6
         1.10   Bankruptcy Code..................................................................................6
         1.11   Bankruptcy Court.................................................................................6
         1.12   Bankruptcy Rules.................................................................................6
         1.13   Bar Date.........................................................................................6
         1.14   Business Day.....................................................................................7
         1.15   Cash.............................................................................................7
         1.16   Chapter 11 Cases.................................................................................7
         1.17   Claim............................................................................................7
         1.18   Class............................................................................................7
         1.19   Confirmation.....................................................................................7
         1.20   Confirmation Date................................................................................7
         1.21   Confirmation Hearing.............................................................................7
         1.22   Confirmation Order...............................................................................7
         1.23   Convenience Claims...............................................................................7
         1.24   Converting Debtor(s).............................................................................8
         1.25   Creditor(s)......................................................................................8
         1.26   Creditors' Committee.............................................................................8
         1.27   Customer Deposit Claims..........................................................................8
         1.28   Debtor(s)........................................................................................8
         1.29   Debtor Releasees.................................................................................8
         1.30   Deficiency Claims................................................................................9
         1.31   Disclosure Statement.............................................................................9
         1.32   Disclosure Statement Hearing.....................................................................9
         1.33   Disputed Claim or Disputed Interest..............................................................9
         1.34   Disputed Claims Reserve.........................................................................10
         1.35   Distribution Record Date........................................................................10
         1.36   DNPS............................................................................................10
         1.37   Effective Date..................................................................................10
         1.38   Effective Date Distribution.....................................................................10
         1.39   Entity..........................................................................................10
         1.40   Estates.........................................................................................10
         1.41   Face Amount.....................................................................................10



                                       i



                                                                                                             
         1.42   Fee Order.......................................................................................11
         1.43   File or Filed...................................................................................11
         1.44   Final Distribution..............................................................................11
         1.45   Final Distribution Date.........................................................................11
         1.46   Final Order.....................................................................................11
         1.47   General Secured Claims..........................................................................11
         1.48   General Unsecured Claims........................................................................12
         1.49   Impaired........................................................................................12
         1.50   Indemnification Claims..........................................................................12
         1.51   Indemnification Reserve.........................................................................12
         1.52   Intercompany Claims.............................................................................12
         1.53   Interest........................................................................................12
         1.54   Lien............................................................................................13
         1.55   Liquidating Debtor(s)...........................................................................13
         1.56   MARAD...........................................................................................13
         1.57   MARAD AQ Deficiency Claim.......................................................................13
         1.58   MARAD Notes.....................................................................................13
         1.59   MARAD Stipulation...............................................................................13
         1.60   New MARAD Note..................................................................................14
         1.61   Operating Reserve...............................................................................14
         1.62   Other AQ Secured Claims.........................................................................14
         1.63   Other Deficiency Claims.........................................................................14
         1.64   Other Priority Claim............................................................................14
         1.65   Person..........................................................................................15
         1.66   Petition Date...................................................................................15
         1.67   Plan............................................................................................15
         1.68   Possessory Lienholder Claims....................................................................15
         1.69   Priority Tax Claim..............................................................................15
         1.70   Professional Claim..............................................................................15
         1.71   Pro Rata........................................................................................15
         1.72   Plan Administrator..............................................................................16
         1.73   Reconstituted Committee.........................................................................16
         1.74   Scheduled.......................................................................................16
         1.75   Schedules.......................................................................................16
         1.76   Secured Claim...................................................................................16
         1.77   Security........................................................................................16
         1.78   Subsequent Distribution Date....................................................................16
         1.79   Supplemental Distribution.......................................................................17
         1.80   TDQS............................................................................................17
         1.81   Taxes...........................................................................................17
         1.82   Unsecured Claim.................................................................................17
     C.  Rules of Interpretation................................................................................17
     D.  Computation of Time....................................................................................19

ARTICLE 2 TREATMENT OF UNCLASSIFIED, UNIMPAIRED CLAIMS..........................................................19
         2.1   Administrative Claims............................................................................19
         2.2   Statutory Fees...................................................................................19







                                       ii



                                                                                                             
         2.3   Professional Claims..............................................................................19
         2.4   Priority Tax Claims..............................................................................20
         2.5   Deadline for Filing Administrative Claims........................................................20

ARTICLE 3 CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS.......................................22
     A.  General................................................................................................22
     B.  Classification.........................................................................................22
         3.1   Class 1:  Other Priority Claims..................................................................22
         3.2   Class 2:  MARAD AQ Secured Claims................................................................23
         3.3   Class 3:  Other AQ Secured Claims................................................................23
         3.4   Class 4:  General Secured Claims.................................................................23
         3.5   Class 5:  Convenience Claims.....................................................................23
         3.6   Class 6:  General Unsecured Claims...............................................................23
         3.7   Class 7:  Intercompany Claims....................................................................23
         3.8   Class 8:  Interests..............................................................................23

ARTICLE 4 IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT IMPAIRED BY THE PLAN...............23
         4.1   Unimpaired Classes of Claims and Interests.......................................................23
         4.2   Impaired Classes of Claims and Interests.........................................................24

ARTICLE 5 PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS..................................................24
         5.1   Class 1 (Other Priority Claims)..................................................................24
         5.2   Class 2:  (MARAD AQ Secured Claims)..............................................................24
         5.3   Class 3 (Other AQ Secured Claims)................................................................24
         5.4   Class 4 (General Secured Claims).................................................................25
         5.5   Class 5 (Convenience Claims).....................................................................25
         5.6   Class 6 (General Unsecured Claims)...............................................................26
         5.7   Class 7 (Intercompany Claims)....................................................................26
         5.8   Class 8 (Interests)..............................................................................27

ARTICLE 6 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.................................................27
         6.1   Assumption; Assignment...........................................................................27
         6.2   Cure Payments; Assurance of Performance..........................................................27
         6.3   Objections to Assumption of Executory Contracts and Unexpired Leases.............................28
         6.4   Rejection........................................................................................29
         6.5   Approval of Rejection; Rejection Damages Claims Bar Date.........................................29

ARTICLE 7 MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN....................................................30
         7.1   Engagement of Plan Administrator.................................................................30
         7.2   Continuing Existence.............................................................................31
         7.3   Post-Effective Date Oversight of the Liquidating Debtors.........................................32
         7.4   Plan Administrator Compensation..................................................................32
         7.5   Plan Administrator and Reconstituted Committee Fiduciaries.......................................32
         7.6   Cancellation of Instruments, Securities and Other Documentation..................................33
         7.7   No Revesting of Assets...........................................................................33





                                      iii



                                                                                                             
         7.8    Post-Confirmation Operations.....................................................................34
         7.9    Post-Confirmation Professional Fees and Expenses.................................................34
         7.10   Post-Effective Date Reporting....................................................................34
         7.11   Post-Effective Date Indemnification Claims and the Indemnification Reserve.......................35
         7.12   Post-Confirmation Funding of Operations and Funding of Plan......................................36
         7.13   Post-Confirmation Accounts.......................................................................36
         7.14   Dissolution of the Liquidating Debtors...........................................................36
         7.15   Closing of the Chapter 11 Cases..................................................................37

ARTICLE 8 CONVERSION OF CHAPTER 11 CASES OF CONVERTING DEBTORS...................................................37

ARTICLE 9 POSTCONFIRMATION LITIGATION............................................................................38
         9.1    Retention and Enforcement of Causes in Action....................................................38
         9.2    Objections to Claims.............................................................................38

ARTICLE 10 DISTRIBUTIONS.........................................................................................39
         10.1   No Duplicate Distributions.......................................................................39
         10.2   Distributions by the Liquidating Debtors.........................................................39
         10.3   Delivery of Distributions in General.............................................................39
         10.4   Cash Payments....................................................................................39
         10.5   Interest on Claims...............................................................................40
         10.6   No De Minimus Distributions......................................................................40
         10.7   Face Amount......................................................................................40
         10.8   Unclaimed Distributions..........................................................................40
         10.9   Effective Date Distributions.....................................................................40
         10.10  Supplemental Distributions.......................................................................41
         10.11  Final Distributions..............................................................................41
         10.12  Disputed Claims Reserve..........................................................................41
         10.13  Claims Resolution Authority......................................................................42
         10.14  Compliance with Tax Requirements.................................................................42

ARTICLE 11 RELEASE OF LIENS......................................................................................43

ARTICLE 12 CONDITIONS TO THE EFFECTIVE DATE......................................................................43
         12.1   Conditions to Effective Date.....................................................................43
         12.2   Termination of Plan for Failure To Become Effective..............................................44
         12.3   Waiver of Conditions.............................................................................44
         12.4   Notice of Effective Date.........................................................................44

ARTICLE 13 EFFECT OF CONFIRMATION................................................................................45
         13.1   Jurisdiction of Court............................................................................45
         13.2   Binding Effect...................................................................................45
         13.3   Stay.............................................................................................45
         13.4   Exculpation......................................................................................45
         13.5   Injunction.......................................................................................46
         13.6   Releases by Liquidating Debtors..................................................................47
         13.7   Limitation of Liability..........................................................................47





                                       iv




                                                                                                             
ARTICLE 14 RETENTION OF JURISDICTION............................................................................47

ARTICLE 15 ACCEPTANCE OR REJECTION OF THE PLAN..................................................................50
         15.1   Persons Entitled to Vote........................................................................50
         15.2   Acceptance by Impaired Classes..................................................................51
         15.3   Request for Non-Consensual Confirmation.........................................................51

ARTICLE 16 MISCELLANEOUS PROVISIONS.............................................................................51
         16.1   Substantive Consolidation of Unsecured Claims against Liquidating Debtors.......................51
         16.2   Recharacterization of AMCV Claims...............................................................52
         16.3   Modification of the Plan........................................................................52
         16.4   Revocation of the Plan..........................................................................52
         16.5   Governing Law...................................................................................53
         16.6   No Admissions...................................................................................53
         16.7   Severability of Plan Provisions.................................................................53
         16.8   Successors and Assigns..........................................................................54
         16.9   Exemption from Certain Transfer Taxes...........................................................54
         16.10   Preservation of Rights of Setoffs..............................................................54
         16.11   Saturday, Sunday or Legal Holiday..............................................................55






                                       v



                                    EXHIBITS



1.       List of Debtors

2.       List of Converting Debtors

3.       List of Liquidating Debtors






                                       vi




                                  INTRODUCTION

         American Classic Voyages Co., a Delaware corporation ("AMCV"), and
those other subsidiaries and affiliates listed on Exhibit 1 hereto (together
with AMCV, the "Debtors"), propose this Joint Plan of Liquidation of American
Classic Voyages Co., ET AL. (the "Plan"). This Plan seeks to convert the Chapter
11 Cases of AMCV and the other Debtors listed on Exhibit 2 hereto (collectively,
the "Converting Debtors") to chapter 7 liquidations because the Converting
Debtors have little or no assets. Accordingly, with respect to the Converting
Debtors, this Plan shall constitute a motion to convert their Chapter 11 Cases
to chapter 7 liquidations. In addition, this Plan seeks to resolve and satisfy
all Claims against and Interests in TDQS Co. f/k/a the Delta Queen Steamboat Co.
("TDQS") and the other Debtors listed on Exhibit 3 hereto (the "Liquidating
Debtors"). The Debtors are the proponents of this Plan within the meaning of
section 1129 of the Bankruptcy Code. All capitalized terms not defined in this
introduction have the meanings ascribed to them in Article 1 of this Plan.
Reference is made to the Disclosure Statement, distributed contemporaneously
herewith, for a discussion of the Debtors' history, businesses, resolution of
material disputes, significant asset sales, and a summary and analysis of the
Plan and certain related matters.

         This is a liquidating Plan pursuant to which all of the Liquidating
Debtors' assets are to be distributed to creditors in accordance with priorities
established by the Bankruptcy Code.

         The Plan is premised on the substantive consolidation of the
Liquidating Debtors only with respect to the treatment of Claims other than
Secured Claims, as provided below. The Plan does not contemplate substantive
consolidation of the Liquidating Debtors with respect to the Classes of Secured
Claims against or Interests in the Liquidating




                                       2


Debtors, which shall be deemed to apply separately with respect to each Plan
proposed by each Liquidating Debtor. If the Plan is not accepted as to all of
the Liquidating Debtors, in the Debtors' sole discretion, the Plan may be (a)
revoked as to all of the Debtors, or (b) revoked as to the Liquidating Debtor
not satisfying the cramdown requirements (such Liquidating Debtor's Chapter 11
Case being converted to a chapter 7 liquidation, continued or dismissed in the
Debtors' sole discretion) and confirmed as to the remaining Liquidating Debtors.
A list of each Liquidating Debtor who is seeking to confirm a Plan contained
herein and its corresponding bankruptcy case number is attached hereto as
Exhibit 3.

         Under section 1125(b) of the Bankruptcy Code, a vote to accept or
reject the Plan cannot be solicited from holders of claims and/or interests
until such time as the Disclosure Statement has been approved by the Bankruptcy
Court. The Debtors urge all holders of Claims and Interests entitled to vote on
the Plan to read the Plan and the Disclosure Statement in their entirety before
voting to accept or reject the Plan. To the extent the Disclosure Statement is
inconsistent with the Plan, the Plan will govern. No solicitation materials
other than the Disclosure Statement and any schedules and exhibits attached
thereto or referenced therein, or otherwise enclosed with the Disclosure
Statement served by the Debtors on interested parties, have been authorized by
the Debtors or the Bankruptcy Court for use in soliciting acceptances or
rejections of the Plan. Subject to certain restrictions and requirements set
forth in section 1127 of the Bankruptcy Code, Fed. R. Bankr. P. 3019 and Article
15 of this Plan, the Debtors expressly reserve the right to alter, amend,
modify, revoke, or withdraw this Plan prior to its substantial consummation.




                                       3


                                   ARTICLE 1
             DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTIONS

A. SCOPE OF DEFINITIONS. For the purposes of this Plan, except as expressly
provided or unless the context otherwise requires, all capitalized terms not
otherwise defined shall have the meanings ascribed to them in Article 1 of this
Plan. Any term used in this Plan that is not defined herein, but is defined in
the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to
that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the context
requires, such terms shall include the plural as well as the singular number,
the masculine gender shall include the feminine, and the feminine gender shall
include the masculine.

B. DEFINITIONS. In addition to such other terms as are defined in other Sections
of the Plan, the following terms (which appear in the Plan as capitalized terms)
shall have the meanings ascribed to them in this Article 1 of the Plan.

         1.1 ADMINISTRATIVE CLAIM: A Claim against any or all of the Debtors
constituting an actual, necessary cost or expense of preserving the Debtors'
Estates that is entitled to priority under sections 503(b) and 507(a)(1) of the
Bankruptcy Code, including, without limitation, compensation and reimbursement
of expenses for legal and other professional services rendered to or on behalf
of the Debtors' Estates awarded under section 330(a) or 331 of the Bankruptcy
Code, other post-Petition Date expenses incurred as arising in the ordinary
course of business which have accrued, and remain unpaid, as of the Effective
Date, in accordance with generally accepted accounting principles, consistently
applied.

         1.2 ADMINISTRATIVE CLAIMS BAR DATE: The first Business Day that is at
least sixty (60) days following the Effective Date.

         1.3 ALLOWED [ ] CLAIM OR ALLOWED [ ] INTEREST: An Allowed Claim or
Allowed Interest in the particular category or Class identified.



                                       4


         1.4 ALLOWED CLAIM OR ALLOWED INTEREST: A Claim against or Interest in
the Liquidating Debtors or any portion thereof (a) that has been allowed by a
Final Order, or (b) as to which, on or by the Effective Date, (i) no proof of
Claim or Interest has been filed with the Bankruptcy Court and (ii) the
liquidated and noncontingent amount of which is Scheduled (other than a Claim or
Interest that is Scheduled at zero, in an unknown amount, or as disputed) or (c)
for which a proof of Claim or Interest in a liquidated amount has been timely
filed with the Bankruptcy Court pursuant to the Bankruptcy Code, any Final Order
of the Bankruptcy Court, or other applicable bankruptcy law, and as to which
either (i) no objection to its allowance has been or may be filed within the
periods of limitation fixed by the Plan, the Bankruptcy Code, or by any order of
the Bankruptcy Court or (ii) any objection to its allowance has been settled or
withdrawn, or has been denied by a Final Order, or (d) that is expressly allowed
in a liquidated amount in the Plan.

         1.5 AMCV: American Classic Voyages Co., a Delaware corporation,
including in its capacity as debtor-in-possession pursuant to sections 1107 and
1108 of the Bankruptcy Code.

         1.6 ASSETS: All legal or equitable interests of the Liquidating Debtors
in any and all real or personal property of any nature, including any real
estate, buildings, structures, improvements, privileges, rights, easements,
leases, subleases, licenses, goods, materials, supplies, furniture, fixtures,
equipment, work in process, accounts, chattel paper, cash, deposit accounts,
reserves, deposits, contractual rights, intellectual property rights, Claims,
causes of action and any other general intangibles, and the proceeds, product,
offspring, rents or profits thereof.

         1.7 ASSET SALE: The sale of substantially all of the Assets of the
Liquidating Debtors to DNPS, free and clear of liens, claims and encumbrances
and the other transactions consummated pursuant to the Asset Purchase Agreement,
dated as of May 13, 2002, by



                                       5


and among DNPS and the Liquidating Debtors, as such Asset Purchase Agreement may
have been modified from time to time.

         1.8 ASSUMED MARAD NOTES: The Title XI Bonds in the current principal
amount of $36,198,000 maturing on June 2, 2020, with interest accruing at 7.68%
per annum and the Title XI Notes in the amount of $8,325,000 maturing on August
24, 2005, with interest accruing at LIBOR plus 0.24%, each in favor of MARAD and
each assumed by DNPS and secured by the Assets of Great AQ Steamboat, L.L.C.
sold to DNPS pursuant to the Asset Sale.

         1.9 AVAILABLE CASH: All Cash of the Liquidating Debtors' Estates to be
distributed to holders of Allowed Claims less (i) the amount of Cash deposited
into the Operating Reserve, the Indemnification Reserve, and the Disputed Claims
Reserve, and (ii) the amount of Cash required to be held in escrow or separate
from the Liquidating Debtors' Cash by order of the Bankruptcy Court or pursuant
to the DNPS sale documents.

         1.10 BANKRUPTCY CODE: Title 11 of the United States Code, as in effect
on the Petition Date and as thereafter amended, as applicable in the Chapter 11
Cases.


         1.11 BANKRUPTCY COURT: The United States Bankruptcy Court for the
District of Delaware, or if such court ceases to exercise jurisdiction over the
Chapter 11 Cases, such court or adjunct thereof that exercises jurisdiction over
the Chapter 11 Cases in lieu of the United States Bankruptcy Court for the
District of Delaware.

         1.12 BANKRUPTCY RULES: The Federal Rules of Bankruptcy Procedure, the
Local Rules of the Bankruptcy Court for the District of Delaware and the
guidelines and requirements of the Office of the United States Trustee, as
applicable from time to time in the Chapter 11 Cases.

         1.13 BAR DATE: The deadline for filing and serving upon the Debtors all
proofs of claim established by the Bankruptcy Court was April 30, 2002, except
for Customer Deposit



                                       6


Claims, for which the Bar Date is the first Business Day that is at least thirty
(30) days following the Effective Date.

         1.14 BUSINESS DAY: Any day other than a Saturday, Sunday or a "legal
holiday" (as such term is defined in Bankruptcy Rule 9006(a)).

         1.15 CASH: Legal tender accepted in the United States of America for
the payment of public and private debts, currently denominated in United States
Dollars.

         1.16 CHAPTER 11 CASES: The Chapter 11 Cases of the Debtors pending
before the Bankruptcy Court as set forth in Exhibit 1 hereto and as being
jointly administered with one another under the above-captioned Case No.
01-10954 (JCA) and as to any Debtor individually, a Chapter 11 Case.

         1.17 CLAIM: A right of a Creditor against the Liquidating Debtors, or
any one of them, whether or not asserted or allowed, of the type described in
Bankruptcy Code section 101(5), as construed by Bankruptcy Code section 102(2).

         1.18 CLASS: A group of Claims or Interests as classified in a
particular class under the Plan pursuant to Bankruptcy Code section 1122.

         1.19 CONFIRMATION: Entry of the Confirmation Order by the Bankruptcy
Court.

         1.20 CONFIRMATION DATE: The date on which the Bankruptcy Court enters
the Confirmation Order on its docket.

         1.21 CONFIRMATION HEARING: The duly-noticed hearing held by the
Bankruptcy Court to consider Confirmation of the Plan pursuant to Bankruptcy
Code section 1128, including any continuances thereof.

         1.22 CONFIRMATION ORDER: The order of the Bankruptcy Court confirming
the Plan pursuant to Bankruptcy Code section 1129 in a form acceptable to the
Debtors.

         1.23 CONVENIENCE CLAIMS: All Unsecured Claims of $1,000 or less, and
Unsecured Claims that the holder of which elects to reduce to $1,000 on the
ballot provided for



                                       7


voting on the Plan within the time fixed by the Bankruptcy Court for completing
and returning such ballot, which Claims would otherwise be classified in Class
6, absent the existence of Class 5.

         1.24 CONVERTING DEBTOR(S): Individually AMCV and each of its
subsidiaries and affiliates listed on Exhibit 2 hereto, and collectively AMCV
and all of its subsidiaries and affiliates listed on Exhibit 2 hereto, including
in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of
the Bankruptcy Code.

         1.25 CREDITOR(S): Individually any Entity who holds a Claim against any
or all of the Liquidating Debtors, and collectively all entities who hold Claims
against any of the Liquidating Debtors.

         1.26 CREDITORS' COMMITTEE: The Official Committee of Unsecured
Creditors appointed by the United States Trustee in the Chapter 11 Cases
pursuant to Bankruptcy Code section 1102(a)(1).

         1.27 CUSTOMER DEPOSIT CLAIMS: Claims by consumer customers for security
deposits provided to the Debtors prior to the Petition Date that (a) were not
returned or reimbursed by the Debtors, a credit card provider, a travel agent or
any other Entity and (b) were for a cruise never provided by the Debtors.

         1.28 DEBTOR(S): Individually AMCV and each of its subsidiaries and
affiliates listed on Exhibit 1 hereto, and collectively AMCV and all of its
subsidiaries and affiliates listed on Exhibit 1 hereto, including and in their
capacity as debtors-in-possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code.

         1.29 DEBTOR RELEASEES: The Debtor Releasees shall include (i) the
officers, directors, members and/or enrollees, employees, representatives,
advisors, attorneys, financial advisors, investment bankers or agents of the
Liquidating Debtors in each case as of the Petition Date or that have become
officers and/or directors thereafter, (ii) the Creditors' Committee solely



                                       8


with respect to each member's conduct in furtherance of its, his, or her duties
as a member of the Creditors' Committee, and not with respect to the actions of
such members as individual creditors, and its agents, attorneys and other
professionals acting in conjunction with the Chapter 11 Cases, and (iii) the
Plan Administrator, and their respective agents, attorneys and other
professionals acting in conjunction with Chapter 11 Cases.

         1.30 DEFICIENCY CLAIMS: With respect to any Claim secured by a valid
Lien or security interest in any property of any Liquidating Debtor having a
value of less than the amount of such Claim (after taking into account other
Liens and security interests of higher priority in such property), the portion
of such Claim equal to the difference between (a) the amount of the Claim and
(b) the allowed amount of the secured portion of such Claim (which allowed
secured amount may be set pursuant to this Plan). All Claims secured by a Lien
or security interest on the Assets of Great AQ Steamboat, L.L.C. junior in
priority to the Lien and security interest of MARAD shall constitute Deficiency
Claims.

         1.31 DISCLOSURE STATEMENT: That certain written disclosure statement
that relates to this Plan as filed in the Chapter 11 Cases by the Debtors,
including the schedules and exhibits attached thereto, as it may be amended,
modified or supplemented from time to time.

         1.32 DISCLOSURE STATEMENT HEARING: The hearing held pursuant to
Bankruptcy Code section 1125(b) and Bankruptcy Rule 3017(a), including any
continuances thereof, at which the Bankruptcy Court considered the adequacy of
the Disclosure Statement.

         1.33 DISPUTED CLAIM OR DISPUTED INTEREST: A Claim or Interest,
respectively, that the Liquidating Debtors have Scheduled as "disputed,"
"contingent" or "unliquidated," or as to which a proof of Claim or Interest has
been Filed or deemed Filed as contingent or as to which an objection has been or
may be timely Filed by the Liquidating Debtors or any other party in interest
entitled to do so, which objection, if timely Filed, has not been withdrawn or
has not been overruled or denied by a Final Order.



                                       9


         1.34 DISPUTED CLAIMS RESERVE: Cash, in one or more separate accounts,
in the aggregate amount sufficient to pay each holder of a Disputed Claim (i)
the amount of Cash that such holder would have been entitled to receive under
this Plan if such Claim had been an Allowed Claim on the date of the Effective
Date Distribution, or (ii) such lesser Estimated Amount as the Court may
determine. The Disputed Claims Reserve shall only include amounts with respect
to a Disputed Claim for which and to the extent that amounts held in escrow or
separate from the Liquidating Debtors' Cash by order of the Bankruptcy Court or
pursuant to the DNPS sale documents on account of such Disputed Claim fail to
satisfy the preceding criteria.

         1.35 DISTRIBUTION RECORD DATE: The record date for the purposes of
making distributions under the Plan on account of Allowed Claims or Interests,
which date shall be the Confirmation Date or such other date designated in the
Confirmation Order.

         1.36 DNPS: DNPS Delta Queen Steamboat Company, Inc., a Delaware
corporation, purchaser of substantially all of the Liquidating Debtors' Assets
pursuant to the Asset Sale.

         1.37 EFFECTIVE DATE: Except as provided in Article 12 hereof, the later
of: (a) the eleventh (11th) day following occurrence of the Confirmation Date;
and (b) the first Business Day on which no stay of the Confirmation Order is in
effect and all conditions to the Effective Date set forth in Article 11 of the
Plan have been satisfied or, if waivable, waived.

         1.38 EFFECTIVE DATE DISTRIBUTION: Shall be as defined in Section 10.9
hereof.

         1.39 ENTITY: A Person, an estate, a trust, the United States Trustee,
an official or unofficial committee of creditors or equity holders, a
"governmental unit" as that term is defined in Bankruptcy Code section 101(27),
or any other entity.

         1.40 ESTATES: The estates created pursuant to Bankruptcy Code section
541 by the commencement of the Chapter 11 Cases.

         1.41 FACE AMOUNT: Shall be as defined in Section 10.7 hereof.



                                       10


         1.42 FEE ORDER: The order of the Bankruptcy Court dated November 13,
2001 authorizing the interim payment of Professional Claims.

         1.43 FILE OR FILED: To file, or to have been filed, with the Clerk of
the Bankruptcy Court in the Chapter 11 Case.

         1.44 FINAL DISTRIBUTION: Shall be as defined in Section 10.11 hereof.

         1.45 FINAL DISTRIBUTION DATE: Shall be the date upon which the Final
Distribution is made. The Final Distribution Date shall be determined by the
Plan Administrator, in consultation with the Reconstituted Committee, and shall
be (i) after the liquidation into Cash of all Assets of the Liquidating Debtors
(other than those Assets abandoned by Liquidating Debtors) and collection of
other sums due or otherwise remitted or returned to the Liquidating Debtors'
Estates, and (ii) the date on or after which the Liquidating Debtors make a
Final Distribution from the Disputed Claims Reserve.

         1.46 FINAL ORDER: An order or judgment of the Bankruptcy Court or other
court of competent jurisdiction, as entered on its docket, that has not been
reversed, stayed, modified or amended, and as to which (a) the time to appeal,
seek certiorari or move for reconsideration has expired and no appeal, petition
for certiorari or motion for reconsideration, respectively, has been timely
filed (which time period shall mean, with respect to motions to correct such
order under Rule 9024 of the Bankruptcy Rules or otherwise, 10 days after the
entry of such order) , or (b) any appeal, any petition for certiorari or any
motion for reconsideration that has been or may be filed has been resolved by
the highest court (or any other tribunal having appellate jurisdiction over the
order or judgment) to which the order or judgment was appealed or from which
certiorari or reconsideration was sought.

         1.47 GENERAL SECURED CLAIMS: All Secured Claims against the Liquidating
Debtors other than Secured Claims against Great AQ Steamboat, L.L.C.




                                       11


         1.48 GENERAL UNSECURED CLAIMS: All Unsecured Claims against the
Liquidating Debtors other than Convenience Claims and Intercompany Claims.

         1.49 IMPAIRED: When used with reference to a Claim or an Interest,
"Impaired" shall have the meaning ascribed to it in Bankruptcy Code section
1124.

         1.50 INDEMNIFICATION CLAIMS: The post-Petition Date obligations of the
Liquidating Debtors pursuant to their bylaws, applicable law, any employment
agreement or other express agreement operational as of the Effective Date to
indemnify any of the Liquidating Debtors' current and former officers and
directors, on the terms and subject to the limitations described therein.

         1.51 INDEMNIFICATION RESERVE: Cash set aside by the Liquidating Debtors
on or before the Effective Date, in the amount of $2.5 million, in a separate
interest-bearing account, in an amount to cover Indemnification Claims not
otherwise released pursuant to the Plan and not covered by any applicable
directors and/or officers insurance and any related costs and expenses that may
be incurred by the Liquidating Debtors (including, without limitation, the
employer's share of any employment taxes that may be payable with respect
thereto), as such reserve amount may be increased or reduced by Bankruptcy Court
order on notice to the Creditors' Committee or Reconstituted Committee after the
Confirmation Date.

         1.52 INTERCOMPANY CLAIMS: If the Claims of AMCV against the Liquidating
Debtors are recharacterized as Interests or equitably subordinated in accordance
with Section 16.2 of the Plan, the Claims of AMCV or any Liquidating Debtor
against AMCV or any other Liquidating Debtor. If the Claims of AMCV against the
Liquidating Debtors are not recharacterized as Interests or equitably
subordinated, the Claims of any Liquidating Debtor against any other Liquidating
Debtor.

         1.53 INTEREST: When used in the context of holding an equity security
of the Liquidating Debtors (and not used to denote (i) the compensation paid for
the use of money for a



                                       12


specified time and usually denoted as a percentage rate of interest on a
principal sum of money or (ii) a security interest in property), "Interest"
shall mean an interest or share in, or warrant or right asserted against, any of
the Liquidating Debtors of the type described in the definition of "equity
security" in Bankruptcy Code section 101(16).

         1.54 LIEN: A charge against, interest in or other encumbrance upon
property to secure payment of a debt or performance of an obligation.

         1.55 LIQUIDATING DEBTOR(S): Individually TDQS and each of its
subsidiaries and affiliates listed on Exhibit 3 hereto, and collectively TDQS
and all of its subsidiaries and affiliates listed on Exhibit 3 hereto, including
in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of
the Bankruptcy Code.

         1.56 MARAD: The Maritime Administration of the United States Department
of Transportation.

         1.57 MARAD AQ DEFICIENCY CLAIM: The Deficiency Claims of MARAD, if any,
against Great AQ Steamboat, L.L.C. and any and all guarantors of the obligations
of Great AQ Steamboat, L.L.C., which were withdrawn and released by MARAD in the
MARAD Stipulation.

         1.58 MARAD NOTES: The Assumed MARAD Notes and the New MARAD Note.

         1.59 MARAD STIPULATION: The Stipulation and Agreed Order Settling
Motion for an Order Enforcing Allocation Stipulation and Valuing American Queen
and Related Assets dated July 23, 2002, pursuant to which the Debtors, the
Creditors' Committee and MARAD agreed, and the Bankruptcy Court ordered, that
$47,911,509.40 of the proceeds of the Asset Sale (in the form of the MARAD
Notes) were to be allocated to the Assets of Great AQ Steamboat, L.L.C. and
$33,588,490.60 of the proceeds of the Asset Sale were to be allocated to the
Assets sold by the other Liquidating Debtors.




                                       13


         1.60 NEW MARAD NOTE: The Interest Payment Note in the principal amount
of $2,788,509 made by DNPS in favor of MARAD in connection with the Asset Sale,
with interest accruing at 2.3% per annum, secured by the Assets of Great AQ
Steamboat, L.L.C. sold to DNPS pursuant to the Asset Sale.

         1.61 OPERATING RESERVE: Cash from the Liquidating Debtors' Estates to
be set aside on the Effective Date in an amount not to exceed $5 million, which
shall be available and used to pay (a) reasonable and necessary post-Effective
Date expenses incurred by the Liquidating Debtors and the Plan Administrator or
for which the Liquidating Debtors or the Plan Administrator are responsible
under this Plan, including but not limited to the post-Effective Date
professional fees for which payment is required pursuant to Section 7.9 of the
Plan, (b) unpaid Administrative Expenses and (c) any Claims arising under
Bankruptcy Code section 503(b) that are or become Allowed pursuant to a Final
Order; PROVIDED, HOWEVER, that any funds remaining in the Operating Reserve
after payment in full of all items identified in (a), (b) and (c) above shall
become available for distribution on account of any other payments required or
permitted to be made under the Plan.

         1.62 OTHER AQ SECURED CLAIMS: Secured Claims against Great AQ
Steamboat, L.L.C. senior in priority to the Allowed Secured Claim of MARAD
against Great AQ Steamboat, L.L.C.

         1.63 OTHER DEFICIENCY CLAIMS: All Deficiency Claims against any of the
Liquidating Debtors other than the MARAD AQ Deficiency Claim.

         1.64 OTHER PRIORITY CLAIM: Any Claim, other than an Administrative
Claim or a Priority Tax Claim, of a Creditor to the extent such Claim is
entitled to priority pursuant to Bankruptcy Code section 507(a).




                                       14


         1.65 PERSON: An individual, a corporation, a limited liability company,
a partnership, an association, a joint stock company, a joint venture, an
unincorporated organization, or a governmental unit of the type described in
Bankruptcy Code section 101(41).

         1.66 PETITION DATE: October 19, 2001 as to AMCV, and October 22, 2001
as to all other Debtors.

         1.67 PLAN: This plan of liquidation and all exhibits annexed hereto or
referenced herein, which is hereby proposed by the Debtors for the resolution of
outstanding Claims and Interests in the Chapter 11 Cases of the Liquidating
Debtors, either in their present form or as they may be amended, modified or
supplemented from time to time in accordance with the provisions of the Plan or
the Bankruptcy Code.

         1.68 POSSESSORY LIENHOLDER CLAIMS: All Claims held by Persons to the
extent such Claims are deemed to be secured, through a possessory Lien, in
property in which any Liquidating Debtor's Estate has an interest but only to
the extent of the value of the possessory lienholders' interest in such
Liquidating Debtor's Estate's interest in such property.

         1.69 PRIORITY TAX CLAIM: Any Claim against any of the Liquidating
Debtors entitled to priority pursuant to Bankruptcy Code section 507(a)(8).

         1.70 PROFESSIONAL CLAIM: A Claim of a professional retained in the
Chapter 11 Cases pursuant to sections 327 and 1103 of the Bankruptcy Code or
otherwise, for compensation or reimbursement of costs and expenses relating to
services incurred after the Petition Date and prior to and including the
Effective Date.

         1.71 PRO RATA: Proportionately so that the ratio of the amount of
consideration distributed on account of a particular Allowed Claim to the amount
of the Allowed Claim is the same as the ratio of the amount of consideration
distributed on account of all Allowed Claims of the Class in which the
particular Allowed Claim is included to the amount of all Allowed Claims



                                       15


of that Class, but in any event the amount of consideration distributed on
account of an Allowed Claim shall not exceed 100% of the amount of the Allowed
Claim.

         1.72 PLAN ADMINISTRATOR: Any Entity appointed as Plan Administrator
pursuant to the Plan or following the Effective Date who is acceptable to the
Reconstituted Committee and whose function shall be to take all other steps
required, and when appropriate, take all steps authorized, under the Plan,
including, but not limited to, liquidating any remaining Assets, resolving
Disputed Claims and distributing property under the Plan.

         1.73 RECONSTITUTED COMMITTEE: The Creditors' Committee from and after
the Effective Date, as reconstituted pursuant to Section 7.3 hereof.

         1.74 SCHEDULED: Set forth on the Schedules.

         1.75 SCHEDULES: The Schedules of Assets and Liabilities Filed by the
Liquidating Debtors in accordance with Bankruptcy Code section 521 and
Bankruptcy Rule 1007, as the same may be amended from time to time in accordance
with Bankruptcy Rule 1009 prior to the Effective Date.

         1.76 SECURED CLAIM: Any Claim of a Creditor, including principal,
interest and any other amounts, secured by a lien on, security interest in or
charge against property of any of the Liquidating Debtors' Estates or that is
subject to setoff under Bankruptcy Code section 553, to the extent of the value
of such Creditor's interest in that Liquidating Debtor's Estate's interest in
such property or to the extent of the amount subject to setoff, as applicable,
as determined pursuant to Bankruptcy Code section 506(a) taking into account the
priority of Liens under applicable law.

         1.77 SECURITY: Any instrument issued by, or interest in, the
Liquidating Debtors of the type described in Bankruptcy Code section 101(49).

         1.78 SUBSEQUENT DISTRIBUTION DATE: The date(s) for the making of
Supplemental Distributions in accordance with Section 10.10 hereof. The
Subsequent



                                       16


Distribution Dates shall be set by the Plan Administrator after
consultations with the Reconstituted Committee.

         1.79 SUPPLEMENTAL DISTRIBUTION: Shall be as defined in Section 10.10
hereof.

         1.80 TDQS: TDQS Co., a Delaware corporation, f/k/a The Delta Queen
Steamboat Co., including in its capacity as debtor-in-possession pursuant to
sections 1107 and 1108 of the Bankruptcy Code.

         1.81 TAXES: All income, gaming, franchise, excise, sales, use,
employment, withholding, property, payroll or other taxes, assessments, or
governmental charges, together with any interest, penalties, additions to tax,
fines, and similar amounts relating thereto, imposed or collected by any
federal, state, local or foreign governmental authority on or from any of the
Liquidating Debtors.

         1.82 UNSECURED CLAIM: Any Claim against the Liquidating Debtors,
excluding Administrative Claims, Priority Tax Claims, Other Priority Claims and
Secured Claims, including Other Deficiency Claims.

C. RULES OF INTERPRETATION.

         1. The provisions of the Plan shall control over the contents of the
Disclosure Statement. The provisions of the Confirmation Order shall control
over the contents of the Plan.

         2. For the purposes of the Plan:

                  (a) any reference in the Plan to a contract, instrument,
         release or other agreement or document being in a particular form or on
         particular terms and conditions means that such document shall be
         substantially in such form or substantially on such terms and
         conditions; PROVIDED, HOWEVER, that any change to such form, terms or
         conditions that is material to a party to such document shall not be
         modified without such party's consent unless such document expressly
         provides otherwise;



                                       17


                  (b) any reference in the Plan to an existing document, exhibit
         or schedule Filed or to be Filed means such document, exhibit or
         schedule, as it may have been or may be amended, modified or
         supplemented as of the Effective Date;

                  (c) unless otherwise specified, all references in the Plan to
         "Sections," "Articles," "Exhibits" and "Schedules" are references to
         Sections, Articles, Exhibits and Schedules of or to the Plan;

                  (d) the words "herein," "hereof," "hereto," "hereunder" and
         others of similar import refer to the Plan in its entirety rather than
         to only a particular portion of the Plan;

                  (e) captions and headings to Articles and Sections are
         inserted for convenience of reference only and are not intended to be
         part or to affect interpretations of the Plan; and

                  (f) the rules of construction set forth in Bankruptcy Code
         section 102 shall apply, except to the extent inconsistent with the
         provisions of this Article of the Plan.

                  (g) the word "including" means "including without limitation."

         3. Whenever a distribution of property is required to be made on a
particular date, the distribution shall be made on such date or as soon as
reasonably practicable thereafter.

         4. All Exhibits to the Plan are incorporated into the Plan and shall be
deemed to be included in the Plan, regardless of when they are filed.

         5. Subject to the provisions of any contract, certificate, bylaws,
instrument, release or other agreement or document entered into in connection
with the Plan, the rights and obligations arising under the Plan shall be
governed by, and construed and enforced in accordance with, federal law,
including the Bankruptcy Code and Bankruptcy Rules.




                                       18


D. COMPUTATION OF TIME. In computing any period of time prescribed or allowed by
the Plan, unless otherwise expressly provided, the provisions of Bankruptcy Rule
9006(a) shall apply.

                                   ARTICLE 2
                  TREATMENT OF UNCLASSIFIED, UNIMPAIRED CLAIMS

         2.1 ADMINISTRATIVE CLAIMS. Subject to the allowance procedures and
deadlines provided herein, on the Effective Date or as soon thereafter as is
practicable, the holder of an Allowed Administrative Claim shall receive on
account of such Allowed Administrative Claim and in full satisfaction,
settlement, release and discharge of and in exchange for such Allowed
Administrative Claim, (a) Cash equal to the unpaid portion of such Allowed
Administrative Claim, or (b) such other treatment as to which the Liquidating
Debtors and the holder of such Allowed Administrative Claim have agreed upon in
writing, provided, however, that Allowed Administrative Claims with respect to
liabilities incurred by the Liquidating Debtors in the ordinary course of
business during the Chapter 11 Cases shall be paid in the ordinary course of
business in accordance with the terms and conditions of any agreement or course
of dealing relating thereto and Professional Claims shall be paid in accordance
with Section 2.3.

         2.2 STATUTORY FEES. On or before the Effective Date, all fees due and
payable pursuant to 28 U.S.C.ss. 1930, as determined by the Bankruptcy Court at
the Confirmation Hearing or agreed to between the Liquidating Debtors and the
Office of the United States Trustee, shall be paid in full, in Cash.

         2.3 PROFESSIONAL CLAIMS.

                  a. On or prior to the Administrative Claims Bar Date, each
Professional shall File with the Bankruptcy Court its final fee application
seeking final approval of all fees and expenses from the Petition Date through
the Effective Date.




                                       19


                  b. Upon the Effective Date, any requirement that Professionals
comply with sections 327 through 331 of the Bankruptcy Code in seeking retention
or compensation for services rendered after such date will terminate.

         2.4 PRIORITY TAX CLAIMS. With respect to each Allowed Priority Tax
Claim, at the sole option of the relevant Liquidating Debtor, the holder of an
Allowed Priority Tax Claim shall be entitled to receive on account of such
Allowed Priority Tax Claim, in full satisfaction, settlement, release and
discharge of and in exchange for such Allowed Priority Tax Claim, (a) in
accordance with Bankruptcy Code section 1129(a)(9)(C), equal Cash payments made
on the last Business Day of every three-month period following the Effective
Date, over a period not exceeding six years after the assessment of the tax on
which such Claim is based, totaling the principal amount of such Claim plus
simple interest on any outstanding balance, compounded annually from the
Effective Date, calculated at the interest rate available on ninety (90) day
United States Treasuries on the Effective Date; (b) such other treatment agreed
to by the holder of such Allowed Priority Tax Claim and the Liquidating Debtors,
provided such treatment is on more favorable terms to the Liquidating Debtors,
as the case may be, than the treatment set forth in paragraph (a) hereof; or (c)
payment in full in Cash on the Effective Date or as soon thereafter as is
practicable.

         2.5 DEADLINE FOR FILING ADMINISTRATIVE CLAIMS.

                  2.5.1 ADMINISTRATIVE CLAIMS OTHER THAN TAX CLAIMS. Other than
with respect to (i) Administrative Claims for which the Bankruptcy Court
previously has established a Bar Date, and (ii) Tax Claims addressed in Section
2.5.2 below, requests for payment or proofs of Administrative Claims, including
Claims of all professional or other entities requesting compensation or
reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330,
331, 503(b) or 1103 for services rendered on or before the Effective Date
(including any compensation requested by any professional or any other entity
for making a substantial



                                       20


contribution in the Liquidating Debtors' Chapter 11 Cases), must be Filed and
served on the Plan Administrator and its counsel no later than the
Administrative Claims Bar Date. Objections to any such Administrative Claims
must be Filed and served on the claimant no later than sixty (60) days after the
Administrative Claims Bar Date. The Liquidating Debtors and/or the Plan
Administrator shall use reasonable efforts to promptly and diligently pursue
resolution of any and all disputed Administrative Claims.

                  Holders of Administrative Claims, including all professional
or other entities requesting compensation or reimbursement of expenses pursuant
to Bankruptcy Code sections 327, 328, 330, 331, 503(b) or 1103 for services
rendered on or before the Effective Date (including any compensation requested
by any professional or any other entity for making a substantial contribution in
the Chapter 11 Cases), that are required to File a request for payment of such
Claims and that do not File such requests on or before the Administrative Claims
Bar Date shall be forever barred from asserting such Claims against any of the
Liquidating Debtors, their Estates, the Plan Administrator, any other Person or
Entity, or any of their respective Assets.

                  2.5.2 TAX CLAIMS. All requests for payment of Claims by a
governmental unit for Taxes (and for interest and/or penalties or other amounts
related to such Taxes) for any tax year or period, all or any portion of which
occurs or falls within the period from and including the Petition Date through
and including the Effective Date, and for which no Bar Date has otherwise been
previously established, must be Filed on or before the later of: (a) the first
Business Day that is at least sixty (60) days following the Effective Date; or
(b) the first Business Day that is at least ninety (90) days following the
filing of the tax return for such Taxes for such tax year or period with the
applicable governmental unit. Any holder of a Claim for Taxes that is required
to File a request for payment of such Taxes and other amounts due related to
such Taxes and which does not File such a Claim by the applicable bar date shall
be forever barred from




                                       21


asserting any such Claim against any of the Liquidating Debtors, the Liquidating
Debtors' Estates, the Plan Administrator or their respective Assets, whether any
such Claim is deemed to arise prior to, on, or subsequent to the Effective Date,
and shall receive no distribution under the Plan or otherwise on account of such
Claim.

                                   ARTICLE 3
         CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS

A. GENERAL. Pursuant to section 1122 of the Bankruptcy Code, set forth below is
a designation of the Classes of Claims and Interests in the Liquidating Debtors.
A Claim or Interest is placed in a particular Class only to the extent that such
Claim or Interest is an Allowed Claim or Interest in that Class and such Claim
or Interest has not been paid, released, or otherwise settled prior to the
Effective Date. In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims of the kinds specified in sections
507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been classified, are
deemed to not be Impaired and are treated as set forth in Article 2 above.

B. CLASSIFICATION. As stated above, the Plan is premised on the substantive
consolidation of the Liquidating Debtors with respect to the treatment of all
Classes of Claims other than Secured Claims, as provided below. The Plan does
not contemplate substantive consolidation of the Liquidating Debtors with
respect to the Classes of Secured Claims or Interests. The following summary is
for the convenience of the parties and is superseded for all purposes by the
classification, description and treatment of Claims and Interests immediately
following such summary chart.

         3.1 CLASS 1: OTHER PRIORITY CLAIMS. Class 1 consists of all Other
Priority Claims.




                                       22


         3.2 CLASS 2: MARAD AQ SECURED CLAIMS. Class 2 consists of the Allowed
Secured Claim of MARAD against Great AQ Steamboat, L.L.C.

         3.3 CLASS 3: OTHER AQ SECURED CLAIMS. Class 3 consists of all Other AQ
Secured Claims.

         3.4 CLASS 4: GENERAL SECURED CLAIMS. Class 4 consists of all General
Secured Claims, including Possessory Lienholder Claims.

         3.5 CLASS 5: CONVENIENCE CLAIMS. Class 5 consists of all Convenience
Claims. A holder of a Claim that would have been classified in Class 6, but
elects to reduce its Claim to $1,000 to be classified in this Class, may only
make such election as to all of such holder's Claims in Class 6 in the
aggregate. Therefore, if a Claim holder makes an election to reduce any Class 6
Claim to $1,000, all of such holder's Class 6 Claims shall be reduced to a
single Class 5 Claim of $1,000 in the aggregate, and no Claims of such Claim
holder shall remain in Class 6.

         3.6 CLASS 6: GENERAL UNSECURED CLAIMS. Class 6 consists of all General
Unsecured Claims.

         3.7 CLASS 7: INTERCOMPANY CLAIMS. Class 7 consists of all Intercompany
Claims.

         3.8 CLASS 8: INTERESTS. Class 8 consists of all Interests.

                                   ARTICLE 4
       IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS IMPAIRED AND NOT
                              IMPAIRED BY THE PLAN

         4.1 UNIMPAIRED CLASSES OF CLAIMS AND INTERESTS. Class 1 Other Priority
Claims, Class 3 Other AQ Secured Claims and Class 4 General Secured Claims are
not Impaired by the Plan.



                                       23


         4.2 IMPAIRED CLASSES OF CLAIMS AND INTERESTS. Class 2 MARAD AQ Secured
Claims, Class 5 Convenience Claims, Class 6 General Unsecured Claims, Class 7
Intercompany Claims and Class 8 Interests are Impaired by the Plan.

                                   ARTICLE 5
              PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS

         5.1 CLASS 1 (OTHER PRIORITY CLAIMS). On the Effective Date, or as soon
thereafter as is practicable, each Allowed Other Priority Claim shall be paid,
in full satisfaction, settlement, release and discharge of and in exchange for
such Allowed Other Priority Claim, (a) Cash equal to the amount of such Allowed
Other Priority Claim, or (b) such other treatment as to which the Liquidating
Debtors and the holder of such Allowed Other Priority Claim have agreed upon in
writing.

         5.2 CLASS 2: (MARAD AQ SECURED CLAIMS). Pursuant to the DNPS sale
documentation in connection with the Asset Sale, payment of the $47,311,509.40
Asset Sale proceeds allocable to the Assets of Great AQ Steamboat, L.L.C. was in
the form of assumption of the Assumed MARAD Notes and execution and delivery of
the New MARAD Note. Receipt by MARAD of the MARAD Notes was in full
satisfaction, settlement, release and discharge of and in exchange for all
Allowed Claims of MARAD against Great AQ Steamboat, L.L.C. Accordingly, pursuant
to the MARAD Stipulation, MARAD withdrew and released its Claims against Great
AQ Steamboat, L.L.C., including any MARAD AQ Deficiency Claim.

         5.3 CLASS 3 (OTHER AQ SECURED CLAIMS). At the Liquidating Debtors'
option (after consultation with the Reconstituted Committee), as soon as is
practicable after the later of (x) the Effective Date, or (y) 30 days after the
date on which a Claim against Great AQ Steamboat, L.L.C. becomes an Allowed
Other AQ Secured Claim, the Liquidating Debtors shall, in full satisfaction,
settlement, release and discharge of and in exchange for such Allowed Other



                                       24


AQ Secured Claim, (a) distribute to each holder of an Allowed Other AQ Secured
Claim the collateral securing such Allowed Other AQ Secured Claim, (b)
distribute to each holder of an Allowed Other AQ Secured Claim Cash in an amount
not to exceed the amount of its Allowed Other AQ Secured Claim (payable first,
if applicable, from amounts set aside on account of such Other AQ Secured Claim
by order of the Bankruptcy Court), or (c) provide for such other treatment as
may be agreed upon by the holder of such Allowed Other AQ Secured Claim and the
Liquidating Debtors.

         5.4 CLASS 4 (GENERAL SECURED CLAIMS). At the Liquidating Debtors'
option (after consultation with the Reconstituted Committee), as soon as is
practicable after the later of (x) the Effective Date, or (y) thirty (30) days
after the date on which a Claim becomes an Allowed General Secured Claim, the
Liquidating Debtors shall, in full satisfaction, settlement, release and
discharge of and in exchange for such Allowed General Secured Claim, (a)
distribute to each holder of an Allowed General Secured Claim the collateral
securing such Allowed General Secured Claim, (b) distribute to each holder of an
Allowed General Secured Claim Cash in an amount not to exceed the Allowed
General Secured Claim, equal to the proceeds actually realized from the sale of
any collateral securing such Claim (payable first, if applicable, from amounts
set aside on account of such General Secured Claim by order of the Bankruptcy
Court), less the actual costs and expenses of disposing of such collateral, or
(c) provide for such other treatment as may be agreed upon by the holder of such
Allowed General Secured Claim and the Liquidating Debtors.

         5.5 CLASS 5 (CONVENIENCE CLAIMS). At the Liquidating Debtors' option
(after consultation with the Reconstituted Committee), as soon as practicable
after the later of (x) the Effective Date or (y) thirty (30) days after the date
on which a Convenience Claim becomes an Allowed Convenience Claim, the
Liquidating Debtors shall, in full satisfaction, settlement, release and
discharge of such Allowed Convenience Claim, (a) distribute to each holder of an




                                       25


Allowed Convenience Claim Cash in an amount equal to 50% of such Allowed
Convenience Claim, or (b) provide for such other treatment as may be agreed upon
by the holder of such Allowed Convenience Claim and the Liquidating Debtors.

         5.6 CLASS 6 (GENERAL UNSECURED CLAIMS). After (a) satisfaction in full
or satisfaction in accordance with this Plan of all Allowed Administrative
Claims, Allowed Professional Claims and Allowed Priority Tax Claims as provided
in Article 2 of the Plan and (b) the treatment provided in the Plan for Allowed
Claims in Classes 1, 2, 3, 4 and 5, all remaining Available Cash shall be
distributed Pro Rata among holders of Allowed General Unsecured Claims in Class
6. If, after the Effective Date, any Cash is available from, among other things,
the liquidation of Assets of the Liquidating Debtors' Estates, the prosecution
and enforcement of causes of action of the Liquidating Debtors, the release of
funds from the Disputed Claims Reserve, or unclaimed, undeliverable or
time-barred distributions to holders of Allowed Claims pursuant to the Plan and,
in any such case, such Cash becomes Available Cash, then such Cash shall be
treated as Available Cash and distributed in accordance with this Section 5.6 on
a Subsequent Distribution Date, if any, and the Final Distribution Date in
accordance with the procedures set forth below. Notwithstanding the foregoing,
the aggregate distributions received pursuant to the Plan shall not exceed the
amount of the Allowed Claim (together with postpetition interest accruing on
such Allowed Claims from and after the Petition Date at a rate equal to five
percent (5%) per annum, compounded annually, solely for purposes of calculating
the cap on any such distribution).

         5.7 CLASS 7 (INTERCOMPANY CLAIMS). As a result of the substantive
consolidation of the Liquidating Debtors for purposes of distributions to
holders of all Allowed Claims other than Secured Claims under the Plan and, if
the Claims of AMCV against the Liquidating Debtors are recharacterized as
Interests or equitably subordinated, as a result of such recharacterization or
subordination, holders of Intercompany Claims will not receive any



                                       26


distribution of property under the Plan on account of their Intercompany Claims
and, on the Effective Date, the Intercompany Claims will be cancelled.

         5.8 CLASS 8 (INTERESTS). Holders of Interests will not receive any
distribution of property under the Plan on account of their Interests and, on
the Effective Date, the Interests will be cancelled.

                                   ARTICLE 6
              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         6.1 ASSUMPTION; ASSIGNMENT. As of the Effective Date, the Liquidating
Debtors (after consultation with the Creditors' Committee) shall assume or
assume and assign, as applicable, pursuant to Bankruptcy Code section 365, each
of the executory contracts and unexpired leases of the Liquidating Debtors that
are identified in the Disclosure Statement or any Exhibit thereto that have not
expired under their own terms prior to the Effective Date. The Liquidating
Debtors reserve the right to amend such Exhibit not later than ten (10) days
prior to the Confirmation Hearing either to: (a) delete any executory contract
or lease listed therein and provide for its rejection pursuant to Section 6.4
hereof; or (b) add any executory contract or lease to such Exhibit, thus
providing for its assumption or assumption and assignment, as applicable,
pursuant to this Section. The Liquidating Debtors shall provide notice of any
such amendment of such Exhibit to the parties to the executory contract or lease
affected thereby and counsel for the Creditors' Committee not later than ten
(10) days prior to the Confirmation Hearing. The Confirmation Order shall
constitute an order of the Bankruptcy Court pursuant to Bankruptcy Code section
365 approving all such assumptions or assumptions and assignments, as
applicable, described in this Section 6.1, as of the Effective Date.

         6.2 CURE PAYMENTS; ASSURANCE OF PERFORMANCE. Any monetary defaults
under each executory contract and unexpired lease to be assumed under the Plan
shall be satisfied,



                                       27


pursuant to Bankruptcy Code section 365(b)(1), in either of the following ways:
(a) by payment of the default amount in Cash, in full on the Effective Date; or
(b) by payment of the default amount on such other terms as may be agreed to by
the Liquidating Debtors and the non-Debtor parties to such executory contract or
lease. In the event of a dispute regarding (i) the amount or timing of any cure
payments, (ii) the ability of the Liquidating Debtors, the Plan Administrator,
or an assignee thereof to provide adequate assurance of future performance under
the contract or lease to be assumed or assumed and assigned, as applicable, or
(iii) any other matter pertaining to assumption or assumption and assignment of
the contract or lease to be assumed, the Liquidating Debtors shall pay all
required cure amounts promptly following the entry of a Final Order resolving
the dispute.

         6.3 OBJECTIONS TO ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES. To the extent that any party to an executory contract or unexpired lease
identified for assumption asserts arrearages or damages pursuant to Bankruptcy
Code section 365(b)(1), or has any objection with respect to adequate assurance
of future performance, any proposed assumption, revestment, cure or assignment
on the terms and conditions provided herein, all such arrearages, damages and
objections must be Filed and served: (a) as to any contracts or leases
identified in the Disclosure Statement or any Exhibit thereto that is mailed to
any party to any such contract or lease along with all other solicitation
materials accompanying the Plan, within the same deadline and in the same manner
established for the Filing and service of objections to Confirmation; and (b) as
to any contracts or leases identified in any subsequent amendments to the
Disclosure Statement or any Exhibit thereto that is mailed to any party to any
such contract or lease not later than ten (10) days prior to the Confirmation
Hearing, in such a manner as to be received by the Bankruptcy Court and
Liquidating Debtors, the Plan Administrator and counsel thereto, as the case may
be, if applicable, no later than one (1) day prior to the Confirmation Hearing.



                                       28


                  Failure to assert such arrearages, damages or objections in
the manner described above shall constitute consent to the proposed assumption,
revestment, cure or assignment on the terms and conditions provided herein,
including an acknowledgement that the proposed assumption and/or assignment
provides adequate assurance of future performance and that the amount identified
for "cure" in the Disclosure Statement or any Exhibit thereto is the amount
necessary to cover any and all outstanding defaults under the executory contract
or unexpired lease to be assumed, as well as an acknowledgement and agreement
that no other defaults exist under such contract or lease.

                  If any assumption of an executory contract or unexpired lease
proposed herein for any reason is not approved by the Bankruptcy Court, then the
Liquidating Debtors shall be entitled, in their sole discretion, upon written
notice to the applicable non-Debtor party to such executory contract or
unexpired lease, to deem such executory contract or unexpired lease to have been
rejected pursuant to the provisions of Section 6.4 below.

         6.4 REJECTION. Except for those executory contracts and unexpired
leases (a) that are assumed pursuant to this Plan, (b) that are the subject of
previous orders of the Bankruptcy Court providing for their assumption or
rejection pursuant to Bankruptcy Code section 365, or (c) that are the subject
of a pending motion before the Bankruptcy Court with respect to the assumption
or assumption and assignment of such executory contracts and unexpired leases,
as of the Effective Date, all executory contracts and unexpired leases of the
Liquidating Debtors shall be rejected pursuant to section 365 of Bankruptcy
Code.

         6.5 APPROVAL OF REJECTION; REJECTION DAMAGES CLAIMS BAR DATE. The
Confirmation Order shall constitute an Order of the Bankruptcy Court approving
all rejections under Section 6.4 above of executory contracts and unexpired
leases pursuant to Bankruptcy Code section 365 as of the Effective Date. Any
Claim for damages arising from any such rejection must be Filed within thirty
(30) days after the mailing of notice of the entry of the




                                       29


Confirmation Order or such Claim shall be forever barred, shall not be
enforceable against the Liquidating Debtors, their Estates, the Plan
Administrator, or any of their respective properties and shall receive no
distribution under the Plan or otherwise on account of such Claim. Objections to
any Claim for damages arising from any such rejection must be Filed and served
on the claimant no later than sixty (60) days after the Effective Date.

                                   ARTICLE 7
               MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN

         7.1 ENGAGEMENT OF PLAN ADMINISTRATOR. On and after the Effective Date,
the Liquidating Debtors shall engage Paul Gunther (or such other Person as is
designated by the Creditors' Committee or Reconstituted Committee and approved
by the Bankruptcy Court) as Plan Administrator. The Plan Administrator may be
terminated or replaced only with prior Bankruptcy Court approval after notice
and a hearing. The Plan Administrator shall be appointed the sole director,
president and chief executive officer of the Liquidating Debtors and shall
perform the duties set forth in this Plan through the earlier of the date the
Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan
and the date the Plan Administrator resigns, is unable to serve, or is
terminated for cause, provided, however, that, in the event that the Plan
Administrator resigns, is unable to serve, or is terminated for cause prior to
the date the Liquidating Debtors are dissolved in accordance with Section 7.14
of the Plan, then an individual to be named by the Reconstituted Committee
shall, by operation of the Plan and without need for further Bankruptcy Court
order or corporate action, be appointed the Plan Administrator, sole director,
president and chief executive officer of the Liquidating Debtors subject to the
foregoing provisions. Within fifteen (15) business days after the Effective
Date, the Plan Administrator shall obtain a fiduciary bond in the face amount
equal to the amount of Available Cash plus 10%, evidence of which shall be Filed
with the Bankruptcy Court, which



                                       30


bond (or a substitute bond for any successor Plan Administrator) shall remain in
place until the resignation or removal of the Plan Administrator. The cost of
such bond shall be treated as an Administrative Expense, which shall be paid out
of Available Cash.

         7.2 CONTINUING EXISTENCE. From and after the Confirmation Date, the
Liquidating Debtors shall continue in existence. The Plan Administrator, with
the consent of the Creditors' Committee or Reconstituted Committee or approval
of the Bankruptcy Court, shall have authority on behalf of the Liquidating
Debtors, without further approval from the Bankruptcy Court, to take all actions
necessary to: (a) hold, manage, protect, administer, collect, sell, liquidate,
prosecute, transfer, resolve, settle, adjust, invest, distribute, or otherwise
dispose of any Assets of the Liquidating Debtors' Estates, including, without
limitation, causes of action described in Section 9.1 of this Plan not released
in this Plan; (b) reconcile Claims and contest objectionable Claims and Disputed
Claims; (c) make all distributions to be funded under this Plan; (d) engage
professionals (including those professionals that presently represent the
Liquidating Debtors and the Creditors' Committee) and any other Entities
necessary to assist the Plan Administrator and the Creditors' Committee or
Reconstituted Committee in fulfilling their responsibilities; (e) pay all
necessary expenses incurred in connection with the foregoing activities; (f)
administer the Plan; (g) file tax returns and make other related corporate
filings; (h) transfer Assets; (i) administer the Plan and the Assets of the
Liquidating Debtors' Estates; and (j) undertake such other responsibilities as
are reasonable and appropriate. The Plan Administrator shall have absolute
discretion to pursue or not to pursue any and all claims, rights, or causes of
action that the Liquidating Debtors retain pursuant to this Plan, as he
determines in the exercise of his business judgment and in consultation with the
Creditors' Committee or Reconstituted Committee as provided herein, and shall
have no liability for the outcome of his decision. Subject to Section 7.9 of the
Plan, the Plan Administrator may incur and pay any reasonable and



                                       31


necessary expenses on behalf of the Liquidating Debtors in performing the
foregoing functions without Bankruptcy Court approval.

         7.3 POST-EFFECTIVE DATE OVERSIGHT OF THE LIQUIDATING DEBTORS. On the
Effective Date, the Creditors' Committee shall be dissolved and the members
thereof shall be released and discharged from all authority, duties,
responsibilities, and obligations and related to and arising from and in
connection with the Chapter 11 Cases. On the Effective Date, the Creditors'
Committee shall be reconstituted to consist of members to be appointed by the
Creditors' Committee (the "Reconstituted Committee"). The Reconstituted
Committee shall be authorized to have its reasonable expenses reimbursed from
the Operating Reserve. Members of the Reconstituted Committee shall receive no
compensation except reimbursement of expenses actually incurred directly in
connection with their duties on the Reconstituted Committee. The Reconstituted
Committee shall be authorized to employ counsel, which firm (or firms) shall be
entitled to compensation from the Operating Reserve in accordance with Section
7.9 of the Plan. The Reconstituted Committee and its advisors shall be
authorized solely to oversee distributions under this Plan and to exercise those
remedies available to the Reconstituted Committee under this Plan; provided,
however, that if the Plan Administrator fails to perform any material
obligations under this Plan, the Reconstituted Committee may, upon notice and a
hearing, seek a Bankruptcy Court order to enforce the provisions of the Plan and
may employ such experts as may be necessary to advise the Reconstituted
Committee with respect to such action.

         7.4 PLAN ADMINISTRATOR COMPENSATION. The Plan Administrator shall be
compensated at a rate agreed to by the Plan Administrator and the Reconstituted
Committee.

         7.5 PLAN ADMINISTRATOR AND RECONSTITUTED COMMITTEE FIDUCIARIES. The
Reconstituted Committee and the Plan Administrator shall act in a fiduciary
capacity for the interests of all holders of Allowed Claims, but neither any
decision of the Plan Administrator or the Reconstituted Committee nor the vote
of any single member of the Reconstituted Committee



                                       32


shall bind, limit or restrict the rights or obligations of any member of the
Reconstituted Committee to or against the Liquidating Debtors, their Estates or
any third party. Notwithstanding the foregoing, the fiduciary obligations of
members of the Reconstituted Committee shall not restrict their ability to act
independently in their own interests.

         7.6 CANCELLATION OF INSTRUMENTS, SECURITIES AND OTHER DOCUMENTATION.
Except to the extent otherwise provided under the Plan, upon the Effective Date,
all agreements (other than assumed contracts and third party guaranties and
indemnities of the Liquidating Debtors' obligations), credit agreements,
prepetition loan documents and postpetition loan documents to which any
Liquidating Debtor is a party, and all lien claims and other evidence of liens
against any Liquidating Debtors, shall be deemed to be cancelled and of no
further force and effect, without any further action on the part of the
Liquidating Debtors or the Plan Administrator. The holders of or parties to such
cancelled instruments, agreements, securities and other documentation will have
no remaining rights arising from or relating to such documents or the
cancellation thereof, except the rights provided pursuant to this Plan;
provided, however, the Plan Administrator shall not be required to make any
distribution under this Plan to or on behalf of any holder of an Allowed Claim
evidenced by such cancelled instruments or securities unless and until such
instruments or securities are marked cancelled by the holders thereof and
received by Liquidating Debtors or the Plan Administrator.

         7.7 NO REVESTING OF ASSETS. The property of the Liquidating Debtors'
Estates shall not be revested in the Liquidating Debtors on or following the
Confirmation Date or the Effective Date but shall remain property of the
Liquidating Debtors' Estates and continue to be subject to the jurisdiction of
the Bankruptcy Court following Confirmation of the Plan until distributed to
holders of Allowed Claims or liquidated with the proceeds being contributed to
Available Cash, in accordance with the provisions of the Plan and the
Confirmation Order.



                                       33


         7.8 POST-CONFIRMATION OPERATIONS. Following Confirmation and prior to
the occurrence of the Effective Date, the Liquidating Debtors shall execute such
documents and take such other action as is necessary to effectuate the
transactions provided for in this Plan. Upon the Effective Date, all directors
of the Debtors and all officers of the Converting Debtors shall be deemed to
have resigned without further action. From and after the Confirmation Date, each
of the then current officers of the Liquidating Debtors shall continue in their
respective capacities through the earlier of the date the Liquidating Debtors
are dissolved in accordance with Section 7.14 of the Plan and the date each such
officer resigns, is replaced or is terminated.

         7.9 POST-CONFIRMATION PROFESSIONAL FEES AND EXPENSES. Counsel to the
Liquidating Debtors, counsel to the Reconstituted Committee and other
professional persons who may be retained in this case may, from time to time,
following the Effective Date, provide legal or other professional services in
connection with the Chapter 11 Cases which are not encompassed within an
application for allowance approved by the Bankruptcy Court. Such services may be
paid from the Operating Reserve without further application to the Court within
ten (10) days after submission of a bill to the Plan Administrator with copies
to the Liquidating Debtors' counsel, and counsel to the Reconstituted Committee,
provided that no objection to the payment is raised. If an objection is raised
and remains unresolved, the affected professional may file an application for
allowance with the Bankruptcy Court on notice to the Plan Administrator, counsel
to the Liquidating Debtors, counsel to the Reconstituted Committee, the United
States Trustee, and any party having filed a request for notice in the Chapter
11 Cases. Such additional fees and expenses will thereafter be paid in the
amounts fixed by the Bankruptcy Court.

         7.10 POST-EFFECTIVE DATE REPORTING. As promptly as practicable after
the making of any distributions that are required under the Plan to be made on
the Effective Date, but in any event no later than ten (10) Business Days after
the making of such distributions, the



                                       34


Liquidating Debtors shall provide the Reconstituted Committee with a report
setting forth the amounts and timing of all such distributions and the
recipients thereof. Thereafter, the Liquidating Debtors shall provide to the
Reconstituted Committee quarterly reports summarizing (i) the cash receipts and
disbursements of the Liquidating Debtors for the immediately preceding
three-month period and (ii) the status of resolution of any Disputed Claims
during that same period. Each quarterly report shall also state the Liquidating
Debtors' cash balances as of the beginning and ending of each such period.
Quarterly reports shall be provided no later than the fifteenth (15th) day of
each January, April, July and October until all Final Distributions under the
Plan have been made. In addition, the Liquidating Debtors shall promptly provide
to the Reconstituted Committee such other additional information that the
Reconstituted Committee reasonably requires in connection with carrying out its
duties and obligations in connection with this Plan.

         7.11 POST-EFFECTIVE DATE INDEMNIFICATION CLAIMS AND THE INDEMNIFICATION
RESERVE. On or before the Effective Date, the Liquidating Debtors will establish
the Indemnification Reserve. The Indemnification Reserve shall be used to pay
any Indemnification Claims not otherwise released pursuant to the Plan. For the
purpose of this Section 7.11 and the distributions to be made under the Plan,
(a) Claims of the Plan Administrator arising from the indemnification
obligations of the Liquidating Debtors to the Plan Administrator in his present
or former capacity as a representative and/or officer of the Liquidating
Debtors' Estates and (b) the costs associated with any director's and/or
officer's policy assumed pursuant to Section 6.1 hereof, shall be paid from the
Indemnification Reserve but not capped by the amounts contained therein. On the
Final Distribution Date, any funds remaining in the Indemnification Reserve
shall (i) first, be used to prepay remaining coverage under any director's
and/or officer's policy assumed pursuant to Section 6.1 hereof, and (ii) second,
to the extent remaining, become Available Cash subject to the Final Distribution
procedures set forth in Section 10.14 hereof.



                                       35


         7.12 POST-CONFIRMATION FUNDING OF OPERATIONS AND FUNDING OF PLAN. This
Plan shall be funded by (i) Available Cash on the Effective Date, (ii) funds
added to Available Cash after the Effective Date from, among other things, the
liquidation of the Liquidating Debtors' remaining Assets and the prosecution and
enforcement of causes of action, and (iii) the release of any funds held in
reserve in accordance with the terms thereof. The post-Confirmation operations
of the Liquidating Debtors shall be funded from the Operating Reserve.

         7.13 POST-CONFIRMATION ACCOUNTS. The Liquidating Debtors may establish
one or more interest-bearing accounts as they determine may be necessary or
appropriate to effectuate the provisions of this Plan consistent with section
345 of the Bankruptcy Code and any orders of the Bankruptcy Court, including
accounts for the Operating Reserve, the Indemnification Reserve and the Disputed
Funds Reserve.

         7.14 DISSOLUTION OF THE LIQUIDATING DEBTORS. Upon the distribution of
all Assets of the Liquidating Debtors' Estates pursuant to this Plan (including
the transfer of any amounts held in reserve) and the filing by or on behalf of
the Liquidating Debtors of a certification to that effect with the Bankruptcy
Court, the Liquidating Debtors will be dissolved for all purposes effective as
of the Final Distribution Date without the necessity for any other or further
actions to be taken by or on behalf of the Liquidating Debtors or payments to be
made in connection therewith, provided, however, that each of the Liquidating
Debtors shall file with the official public office for keeping corporate records
in its state of incorporation or organization a certificate of dissolution or
equivalent document. Such a certificate of dissolution may be executed by the
Plan Administrator without need for any action or approval by the shareholders,
members or Board of Directors of any Liquidating Debtor. From and after the
Effective Date, the Liquidating Debtors (i) for all purposes shall be deemed to
have withdrawn their business operations from any state in which the Liquidating
Debtors were previously conducting, or are registered or licensed to conduct,
their business operations, and shall not be required to file any




                                       36


document, pay any sum or take any other action, in order to effectuate such
withdrawal, (ii) shall be deemed to have cancelled pursuant to this Plan all
Interests and all Intercompany Claims, and (iii) shall not be liable in any
manner to any taxing authority for franchise, business, license or similar taxes
accruing on or after the Effective Date.

         7.15 CLOSING OF THE CHAPTER 11 CASES. Notwithstanding anything to the
contrary in the Bankruptcy Rules providing for earlier closure of the Chapter 11
Cases, when all Disputed Claims against the Liquidating Debtors have become
Allowed Claims or have been disallowed by Final Order, and all remaining Assets
of the Liquidating Debtors have been liquidated and converted into Cash (other
than those Assets abandoned by the Liquidating Debtors or, if applicable, the
Reconstituted Committee), and such Cash has been distributed in accordance with
this Plan, or at such earlier time as the Liquidating Debtors, in consultation
with the Reconstituted Committee, deem appropriate, the Liquidating Debtors
shall seek authority from the Bankruptcy Court to close the Chapter 11 Cases in
accordance with the Bankruptcy Code and the Bankruptcy Rules.

                                   ARTICLE 8
              CONVERSION OF CHAPTER 11 CASES OF CONVERTING DEBTORS

                  Pursuant to section 1112 of the Bankruptcy Code, a debtor in
possession may freely convert its chapter 11 case to a chapter 7 case. The
Converting Debtors have little or no assets in which they have any equity.
Accordingly, the Converting Debtors' Chapter 11 Cases shall be converted to
chapter 7 liquidations upon the Effective Date.



                                       37


                                   ARTICLE 9
                           POSTCONFIRMATION LITIGATION

         9.1 RETENTION AND ENFORCEMENT OF CAUSES IN ACTION. Pursuant to section
1123(b)(3) of the Bankruptcy Code, except as otherwise provided in this Plan or
the Confirmation Order, the Plan Administrator will have the exclusive right to
enforce any and all causes of action against any Person and rights of the
Liquidating Debtors that arose before, on or after the Petition Date, including
but not limited to the rights and powers of a trustee and debtor-in-possession,
against any Person whatsoever, including but not limited to all avoidance powers
granted to the Liquidating Debtors under the Bankruptcy Code and all causes of
action and remedies granted pursuant to sections 502, 506, 510, 541, 542, 543,
544, 545, 547 through 551 and 553 of the Bankruptcy Code. Bankruptcy Court
approval for settlement of any claims or causes of action and other rights
brought by the Liquidating Debtors or the Plan Administrator shall not be
required except as herein provided. Any settlement of any causes of action and
other rights involving an original cause of action or other right equal to or in
excess of $250,000 shall be subject to the approval of the Bankruptcy Court. Any
settlement of any causes of action or other rights involving an original cause
of action or other right in excess of $25,000 but less than $250,000 shall also
be subject to the approval of the Bankruptcy Court if the Plan Administrator
receives a written objection (which objection is not consensually resolved)
within ten (10) Business Days of service of written notice of the proposed
settlement to the Reconstituted Committee.

         9.2 OBJECTIONS TO CLAIMS. Subject to applicable law, from and after the
Effective Date, the Plan Administrator shall have the authority to File, settle,
compromise, withdraw, arbitrate or litigate to judgment objections to Claims:
(a) pursuant to applicable procedures established by the Bankruptcy Code, the
Bankruptcy Rules and this Plan; and (b) subject to the oversight authority
granted to the Reconstituted Committee under this Plan.




                                       38


                                   ARTICLE 10
                                  DISTRIBUTIONS

         10.1 NO DUPLICATE DISTRIBUTIONS. Unless expressly provided in the Plan,
to the extent more than one Liquidating Debtor is liable for any Claim, such
Claim shall be considered a single Claim and entitled only to the payment
provided therefor under the applicable provisions of the Plan.

         10.2 DISTRIBUTIONS BY THE LIQUIDATING DEBTORS. Distributions under this
Plan shall be made by the Plan Administrator. The Plan Administrator may employ
or contract with other entities to assist in or make the distributions required
by the Plan without further order of the Bankruptcy Court. Distributions to any
holder of an Allowed Claim shall be allocated first to the principal portion of
any such Allowed Claim, and, only after the principal portion of any such
Allowed Claim is satisfied in full, to any portion of such Allowed Claim
comprising interest (but solely to the extent that interest is an allowable
portion of such Allowed Claim pursuant to this Plan or otherwise). All payments
shall be made in accordance with the priorities established in the Bankruptcy
Code.

         10.3 DELIVERY OF DISTRIBUTIONS IN GENERAL. Distributions to holders of
Allowed Claims shall be made: (a) at the addresses set forth in the proofs of
Claim Filed by such holders; (b) at the addresses set forth in any written
notices of address change delivered to the Plan Administrator after the date on
which any related proof of Claim was Filed; or (c) at the addresses reflected in
the Schedules relating to the applicable Allowed Claim if no proof of Claim has
been Filed and the Plan Administrator has not received a written notice of a
change of address.

         10.4 CASH PAYMENTS. Cash payments to be made pursuant to the Plan shall
be made by checks drawn on a domestic bank or by wire transfer from a domestic
bank, at the option of the Liquidating Debtors.



                                       39


         10.5 INTEREST ON CLAIMS. Unless otherwise specifically provided for in
this Plan or the Confirmation Order, or required by applicable bankruptcy law,
postpetition interest shall not accrue or be paid on Claims, and no holder of a
Claim shall be entitled to interest accruing on or after the Petition Date on
any Claim. Interest shall not accrue or be paid upon any Disputed Claim in
respect of the period from the Petition Date to the date a Final Distribution is
made thereon if and after such Disputed Claim becomes an Allowed Claim.

         10.6 NO DE MINIMUS DISTRIBUTIONS. Other than in the Final Distribution,
no payment of Cash in an amount of less than $50.00 shall be made on account of
any Allowed Claim. Such undistributed amount will instead be made part of the
Available Cash for use in accordance with this Plan.

         10.7 FACE AMOUNT. Unless otherwise expressly set forth herein with
respect to a specific Claim or Class of Claims, for the purpose of the
provisions of this Article, the "Face Amount" of a Disputed Claim means the
amount set forth on the proof of Claim unless the Disputed Claim has been
estimated for distribution purposes or, in the alternative, if no proof of Claim
has been timely Filed or deemed Filed, zero.

         10.8 UNCLAIMED DISTRIBUTIONS. If the distribution check to any holder
of an Allowed Claim is not cashed within sixty (60) days after it is sent out by
the Plan Administrator, the holder of such Allowed Claim shall have such Claim
discharged and shall be forever barred from asserting such Claim against the
Liquidating Debtors or their property. In such cases, any Cash held for
distribution on account of such Claim shall become the property of the
Liquidating Debtors' Estates, shall, if applicable, be returned to the Plan
Administrator as part of Available Cash and shall be distributed in accordance
with the terms of this Plan.

         10.9 EFFECTIVE DATE DISTRIBUTIONS. On the Effective Date, or as soon
thereafter as practicable, the Liquidating Debtors shall distribute to the
holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed
Professional Claims and Allowed Claims in Classes 1, 3, 4, 5 and 6, Cash equal
to the distributions for each respective Class as set forth in the Plan or
deliver the collateral to the holders of Allowed Claims in



                                       40


Classes 3 and 4 pursuant to Sections 5.3 and 5.4 of the Plan. In satisfaction of
its Class 2 Claims, MARAD shall retain the MARAD Notes.

         10.10 SUPPLEMENTAL DISTRIBUTIONS. Unless otherwise provided in the
Plan, to the extent there is Available Cash subsequent to the Effective Date,
the Liquidating Debtors shall, on a Subsequent Distribution Date, distribute
such Available Cash to the holders of Claims entitled thereto that were Allowed
on the Effective Date or subsequently have become Allowed on or before the
Subsequent Distribution Date (each, a "Supplemental Distribution"). Each
Supplemental Distribution will reduce the Disputed Claims Reserve, calculated
based upon, following resolution of all disputes and Allowance of any previously
Disputed Claim, the reduction of the reserve by the amount previously allocated
to the Disputed Claim Reserve on account of the Disputed Claim, as calculated
prior to the date of the Supplemental Distribution.

         10.11 FINAL DISTRIBUTIONS. The Liquidating Debtors shall, on the Final
Distribution Date, distribute all Available Cash to the holders of Allowed
Claims entitled thereto in accordance with the priorities and restrictions set
forth herein.

         10.12 DISPUTED CLAIMS RESERVE. To the extent there exist as of the
Effective Date Disputed Claims in any Class, the Liquidating Debtors shall
reserve from any distribution of their Estate Assets Cash in an amount equal to
the Pro Rata portion of such distribution to which such Disputed Claim would be
entitled if Allowed in the amount asserted by the holder of such Disputed Claim,
as set forth in the definition of Disputed Claim Reserve. To the extent that any
such Disputed Claim becomes an Allowed Claim, such reserved Cash shall be
distributed to the holder of the Allowed Claim in a manner and amount consistent
with the treatment of Allowed Claims in that Class, with any surplus Cash
becoming generally available for use by the Liquidating Debtors in accordance
with the terms of this Plan.




                                       41


         10.13 CLAIMS RESOLUTION AUTHORITY. The Liquidating Debtors shall review
Claims that are not Allowed Claims and shall resolve such Claims through the
claims objection process in the Bankruptcy Court or by compromise. Bankruptcy
Court approval for compromise of a Claim shall not be required except as herein
provided. Any compromise of a Claim in a disputed amount which is to be allowed
in an amount equal to or in excess of $100,000 shall be subject to the approval
of the Bankruptcy Court but such compromise shall not require notice to any
party other than to the members of the Reconstituted Committee, and shall not
require a hearing, unless the Bankruptcy Court orders otherwise. Any compromise
of a Disputed Claim with respect to which the amount to be allowed is in excess
of $50,000 but less than $100,000 shall also be subject to Bankruptcy Court
approval if the proposed compromise is objected to (which objection is not
resolved consensually) by the Reconstituted Committee within ten (10) business
days of their receipt of such notice. The Liquidating Debtors, in their sole
discretion, may submit resolutions of Claims in disputed amounts of $50,000 and
less to the Bankruptcy Court for its approval, but they are fully authorized to
resolve such Claims without Bankruptcy Court approval.

         10.14 COMPLIANCE WITH TAX REQUIREMENTS. In connection with the Plan and
the distributions made in accordance thereto, to the extent applicable, the
Liquidating Debtors shall comply with all tax withholding and reporting
requirements imposed on it by any governmental unit and all distributions
pursuant to the Plan shall be subject to such withholding and reporting
requirements. The Plan Administrator shall be authorized to take any and all
actions that may be necessary or appropriate to comply with such withholding and
reporting requirements.



                                       42


                                   ARTICLE 11
                                RELEASE OF LIENS

                  Except as otherwise provided in this Plan or any contract,
instrument, release, indenture or other agreement or document created in
connection with this Plan, all liens, encumbrances and other security interests
against Assets of the Liquidating Debtors' Estates shall be deemed fully and
completely released and discharged and all of the Assets of the Liquidating
Debtors' Estates shall be deemed free and clear of any such liens, claims and
encumbrances on and after the Effective Date.

                                   ARTICLE 12
                        CONDITIONS TO THE EFFECTIVE DATE

         12.1 CONDITIONS TO EFFECTIVE DATE. The Plan shall not become effective
and the Effective Date shall not occur unless and until:

                  12.1.1 The Bankruptcy Court shall have entered the
Confirmation Order in form and substance satisfactory to the Liquidating Debtors
and the Creditors' Committee;

                  12.1.2 No stay of the Confirmation Order shall be in effect at
the time the other conditions set forth in this Section 12.1 are satisfied, or,
if permitted, waived;

                  12.1.3 All documents, instruments and agreements, in form and
substance satisfactory to the Liquidating Debtors, provided for under this Plan
or necessary to implement this Plan shall have been executed and delivered by
the parties thereto, unless such execution or delivery has been waived by the
parties benefited thereby; and

                  12.1.4 There shall exist sufficient Available Cash to pay all
Allowed Administrative Claims, Allowed Professional Claims, Allowed Priority Tax
Claims and Allowed Other Priority Claims.



                                       43


         12.2 TERMINATION OF PLAN FOR FAILURE TO BECOME EFFECTIVE. If the
Effective Date shall not have occurred on or prior to the date that is
forty-five (45) days after the Confirmation Date, then this Plan shall terminate
and be of no further force or effect unless the provisions of this Section are
waived in writing by the Liquidating Debtors and the Creditors' Committee.

         12.3 WAIVER OF CONDITIONS. The Liquidating Debtors and the Creditors'
Committee, in their sole discretion, may waive Section 12.2 of this Plan.

         12.4 NOTICE OF EFFECTIVE DATE. On the Effective Date, or as soon
thereafter as is practicable, the Liquidating Debtors shall file with the
Bankruptcy Court a "Notice of Effective Date" in a form reasonably acceptable to
the Liquidating Debtors in their sole discretion, which notice shall constitute
appropriate and adequate notice that this Plan has become effective, provided,
however, that the Liquidating Debtors shall have no obligation to notify any
Person other than the Creditors' Committee of such fact. The Plan shall be
deemed to be effective as of 12:01 a.m., prevailing Eastern time, on the date of
such filing. A courtesy copy of the Notice of Effective Date may be sent by
first class mail, postage prepaid (or at the Liquidating Debtors' option, by
courier or facsimile) to those Persons who have filed with the Bankruptcy Court
requests for notices pursuant to Bankruptcy Rule 2002.



                                       44


                                   ARTICLE 13
                             EFFECT OF CONFIRMATION

         13.1 JURISDICTION OF COURT. Until the Effective Date, the Bankruptcy
Court shall retain jurisdiction over the Debtors, their Assets and their
Estates. Thereafter, jurisdiction of the Bankruptcy Court over the Liquidating
Debtors, their Assets and their Estates shall be limited to the subject matters
set forth in Article 14 of this Plan.

         13.2 BINDING EFFECT. Except as otherwise provided in section 1141(d) of
the Bankruptcy Code, on and after the Confirmation Date, the provisions of this
Plan shall bind any holder of a Claim against or Interest in the Liquidating
Debtors and such holder's respective successors and assigns, whether or not the
Claim or Interest of such holder is Impaired under this Plan and whether or not
such holder has accepted the Plan.

         13.3 STAY. Unless otherwise provided herein, all injunctions or stays
provided for in the Chapter 11 Cases of the Liquidating Debtors pursuant to
sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on
the Confirmation Date, shall remain in full force and effect until the Final
Distribution Date.

         13.4 EXCULPATION. Except as otherwise specifically provided in this
Plan, neither the Liquidating Debtors nor the Creditors' Committee (solely with
respect to its conduct as a committee and not with respect to the actions of its
members as individual creditors), nor any of such parties' respective present
members (with respect to members of the Creditors' Committee, solely with
respect to each member's conduct in furtherance of its, his, or her duties as a
member of the Creditors' Committee, and not with respect to the actions of such
members as individual creditors), officers, directors, employees,
representatives, advisors, attorneys, financial advisors, investment bankers or
agents or any of such parties' successors and assigns, shall have or incur, and
are hereby released from, any Claim, obligation, cause of action or liability to
one another or to any holder of a Claim or an Interest, or any other party in
interest, or any of their respective officers, directors, members and/or
enrollees, employees, representatives, advisors,



                                       45


attorneys, financial advisors, investment bankers, agents, or Affiliates, or any
of their successors or assigns, for any act or omission in connection with,
relating to, or arising out of, the Chapter 11 Cases, the pursuit of
Confirmation of this Plan, the consummation of this Plan, or the administration
of this Plan or the property to be distributed under this Plan, except for their
willful misconduct, and in all respects shall be entitled to reasonably rely
upon the advice of counsel with respect to their duties and responsibilities
under this Plan.

         13.5 INJUNCTION. Except as otherwise specifically provided in the Plan
or the Confirmation Order, all Persons who have held, hold or may hold claims,
rights, causes of action, liabilities or any equity interests based upon any act
or omission, transaction or other activity of any kind or nature that occurred
prior to the Effective Date, other than as expressly provided in this Plan or
the Confirmation Order, regardless of the filing, lack of filing, allowance or
disallowance of such a Claim or Interest and regardless of whether such Person
has voted to accept the Plan and any successors, assigns or representatives of
the foregoing shall be precluded and permanently enjoined on and after the
Effective Date from (a) commencing or continuing in any manner any Claim, action
or other proceeding of any kind with respect to any Claim, Interest or any other
right or Claim against the Liquidating Debtors, or any assets of the Liquidating
Debtors which they possessed or may possess prior to the Effective Date, (b) the
enforcement, attachment, collection or recovery by any manner or means of any
judgment, award, decree or order with respect to any Claim, Interest or any
other right or Claim against the Liquidating Debtors, or any Assets of the
Liquidating Debtors which they possessed or may possess prior to the Effective
Date, (c) creating, perfecting or enforcing any encumbrance of any kind with
respect to any Claim, Interest or any other right or Claim against the
Liquidating Debtors, the Creditor Releasees, or any Assets of the Liquidating
Debtors which they possessed or may possess prior to the Effective Date, and (d)
asserting any Claims that are released hereby.



                                       46


         13.6 RELEASES BY LIQUIDATING DEBTORS. Except as expressly provided in
this Plan, upon the Effective Date, the Liquidating Debtors hereby (i) remise,
acquit, waive, release and forever discharge each of the Debtor Releasees, and
(ii) covenant and agree never to institute or cause to be instituted any suit or
other form of action or proceeding of any kind or nature whatsoever against any
of the Debtor Releasees based upon any claims, demands, indebtedness,
agreements, promises, causes of action, obligations, damages or liabilities of
any nature whatsoever, in law or in equity, whether or not known, suspected or
claimed, that the Liquidating Debtors or their Estates ever had, claimed to
have, has, or may have or claim to have against the Debtor Releasees, or any of
them, by reason of any matter, cause, thing, act or omission of the Debtor
Releasees, or any of them, in each case related to the Liquidating Debtors. All
Claims so waived and released shall be waived and released for all purposes.

         13.7 LIMITATION OF LIABILITY. Except as expressly set forth in the
Plan, following the Effective Date, none of the Debtors, the Plan Administrator,
the Creditors' Committee, the Reconstituted Committee or any of their respective
members, officers, directors, employees, advisors, attorneys, professionals or
agents shall have or incur any liability to any holder of a Claim or Interest
for any act or omission in connection with, related to, or arising out of, the
Chapter 11 Cases, the pursuit of Confirmation of the Plan, the consummation of
the Plan or any contract, instrument, release or other agreement or document
created in connection with this Plan, or the administration of the Plan or the
property to be distributed under the Plan, except for willful misconduct.

                                   ARTICLE 14
                            RETENTION OF JURISDICTION

                  Notwithstanding the entry of the Confirmation Order and the
occurrence of the Effective Date, the Bankruptcy Court shall retain such
jurisdiction over the Chapter 11 Cases of



                                       47


the Liquidating Debtors after the Effective Date as is legally permissible,
including jurisdiction to:

                  (a) Allow, disallow, determine, liquidate, classify, estimate
or establish the priority or secured or unsecured status of any Claim or
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any and all objections to the
allowance or priority of Claims, Interests and Administrative Claims;

                  (b) Hear and determine any and all causes of action against
any Person and rights of the Liquidating Debtors that arose before or after the
Petition Date, including but not limited to the rights and powers of a trustee
and debtor-in-possession, against any Person whatsoever, including but not
limited to all avoidance powers granted to the Liquidating Debtors under the
Bankruptcy Code and all causes of action and remedies granted pursuant to
sections 502, 506, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the
Bankruptcy Code;

                  (c) Grant or deny any applications for allowance of
compensation for professionals authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending on or before the Effective Date;

                  (d) Resolve any matters relating to the assumption, assumption
and assignment or rejection of any executory contract or unexpired lease to
which any Liquidating Debtor is a party or with respect to which any of the
Liquidating Debtors may be liable, including without limitation the
determination of whether such contract is executory for the purposes of section
365 of the Bankruptcy Code, and hear, determine and, if necessary, liquidate any
Claims arising therefrom;

                  (e) Enter orders approving the Liquidating Debtors'
post-Confirmation sale or other disposition of Assets under section 363 of the
Bankruptcy Code;



                                       48


                  (f) Ensure that distributions to holders of Allowed Claims are
accomplished pursuant to the provisions of the Plan;

                  (g) Decide or resolve any motions, adversary proceedings,
contested or litigated matters and any other matters and grant or deny any
applications involving any Liquidating Debtor that may be pending in the Chapter
11 Cases on the Effective Date;

                  (h) Hear and determine matters concerning state, local or
federal taxes in accordance with sections 346, 505 or 1146 of the Bankruptcy
Code;

                  (i) Decide or resolve any disputes with DNPS in any way
relating to the Asset Sale;

                  (j) Enter such orders as may be necessary or appropriate to
implement or consummate the provisions of the Plan and the Confirmation Order;

                  (k) Hear and determine any matters concerning the enforcement
of the provisions of Article 13 of this Plan and any other releases or
injunctions contemplated by this Plan;

                  (l) Resolve any cases, controversies, suits or disputes that
may arise in connection with the consummation, interpretation or enforcement of
the Plan or the Confirmation Order;

                  (m) Permit the Liquidating Debtors, to the extent authorized
pursuant to section 1127 of the Bankruptcy Code, to modify the Plan or any
agreement or document created in connection with the Plan, or remedy any defect
or omission or reconcile any inconsistency in the Plan or any agreement or
document created in connection with the Plan;

                  (n) Issue injunctions, enter and implement other orders or
take such other actions as may be necessary or appropriate to restrain
interference by any entity with consummation, implementation or enforcement of
the Plan or the Confirmation Order;



                                       49


                  (o) Enforce any injunctions entered in connection with or
relating to the Plan or the Confirmation Order;

                  (p) Enter and enforce such orders as are necessary or
appropriate if the Confirmation Order is for any reason modified, stayed,
reversed, revoked or vacated, or distributions pursuant to the Plan are enjoined
or stayed;

                  (q) Determine any other matters that may arise in connection
with or relating to the Plan or any agreement or the Confirmation Order;

                  (r) Enter any orders in aid of prior orders of the Bankruptcy
Court;

                  (s) Hear and determine any request of the Reconstituted
Committee for authority and approval to take any actions or enforce any remedies
provided to the Reconstituted Committee pursuant to any provision of this Plan;
and

                  (t) Enter an order concluding the Chapter 11 Cases.

                                   ARTICLE 15
                       ACCEPTANCE OR REJECTION OF THE PLAN

                  15.1 PERSONS ENTITLED TO VOTE. Classes 1 and 4 are not
Impaired and pursuant to section 1126(f) of the Bankruptcy Code are deemed to
have accepted the Plan. Votes from holders of Class 1 and 4 Claims will not be
solicited. Classes 2, 3, 5 and 6 are Impaired but will receive a distribution
under the Plan. Votes from holders of Class 2, 3, 5 and 6 Claims will be
solicited. Class 7 Claims and Class 8 Interests are Impaired and are not
entitled to distributions pursuant to the Plan. Class 7 Claims and Class 8
Interests will be cancelled pursuant to the Plan and holders of such Claims are
deemed pursuant to section 1126(g) of the Bankruptcy Code to have rejected the
Plan. Votes from holders of Class 7 Claims and Class 8 Interests will not be
solicited.



                                       50


                  15.2 ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of
Claims shall have accepted the Plan if (i) the holders (other than any holder
designated under section 1126(e) of the Bankruptcy Code) of at least two-thirds
in amount of the Allowed Claims actually voting in such Class have voted to
accept the Plan and (ii) the holders (other than any holder designated under
section 1126(e) of the Bankruptcy Code) of at least one-half in number of the
Allowed Claims actually voting in such Class have voted to accept the Plan.

                  15.3 REQUEST FOR NON-CONSENSUAL CONFIRMATION. Class 7 and
Class 8 receive no distribution on account of their Claims and Interests and are
therefore deemed to have rejected the Plan. The Debtors therefore request that
the Court confirm the Plan under the cramdown provisions of section 1129(b) of
the Bankruptcy Code with respect to Class 7 and Class 8, as well as with respect
to any other Class that does not vote to accept the Plan.

                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS

                  16.1 SUBSTANTIVE CONSOLIDATION OF UNSECURED CLAIMS AGAINST
LIQUIDATING DEBTORS. The Plan is premised on the substantive consolidation of
all of the Liquidating Debtors with respect to the treatment of all Claims
except for Secured Claims in Classes 2, 3 and 4, as provided below. The Plan
does not contemplate substantive consolidation of the Liquidating Debtors with
respect to the Secured Claims against or Interests in the Liquidating Debtors,
which shall be deemed to apply separately with respect to each Plan proposed by
each Liquidating Debtor. This Plan shall serve as a request by the Debtors, in
lieu of a separate motion, to the Bankruptcy Court, that it grant substantive
consolidation of all Claims except for Secured Claims in Classes 2, 3 and 4.

                  On the Effective Date, (a) all Class 7 Intercompany Claims
will be cancelled, (b) after giving effect to the transfers set forth in the
Plan to the holders of Administrative



                                       51


Claims, Professional Claims, Allowed Priority Tax Claims, Class 1 Claims, Class
2 Claims, Class 3 Claims and Class 4 Claims, all Assets and liabilities of the
Liquidating Debtors will be merged or treated as though they were merged, (c)
all guarantees of the Liquidating Debtors of the obligations of any other
Liquidating Debtor and any joint or several liability of any of the Liquidating
Debtors shall be eliminated, and (d) except with respect to Secured Claims, each
and every Claim against any Liquidating Debtor shall be deemed filed against the
consolidated Liquidating Debtors and all Claims filed against more than one
Liquidating Debtor for the same liability shall be deemed one Claim against and
obligation of the consolidated Liquidating Debtors.

         16.2 RECHARACTERIZATION OF AMCV CLAIMS. At the Confirmation Hearing,
the Debtors shall seek to recharacterize the Claims of AMCV, if any, against any
or all of the Liquidating Debtors as Interests or equitably subordinate such
Claims pursuant to sections 105(a) and 510(c) of the Bankruptcy Code and other
applicable law. If the Bankruptcy Court rules in the Confirmation Order that
such Claims should be recharacterized or subordinated, such Claims shall be
classified as Class 7 Claims hereunder. If the Bankruptcy Court does not rule in
the Confirmation Order that such Claims should be recharacterized or
subordinated, such Claims shall be classified as Class 5 or Class 6 Claims
hereunder, as applicable. Nothing set forth herein shall be deemed to limit or
waive the right of the Liquidating Debtors, the Plan Administrator, the
Creditors' Committee or the Reconstituted Committee to seek an order
recharacterizing, subordinating, consolidating or cancelling any other claims of
any of the Debtors.

         16.3 MODIFICATION OF THE PLAN. Subject to the restrictions on Plan
modifications set forth in section 1127 of the Bankruptcy Code, the Liquidating
Debtors reserve the right to alter, amend or modify the Plan before its
substantial consummation.

         16.4 REVOCATION OF THE PLAN. The Debtors reserve the right to revoke or
withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or
withdraw the Plan, or



                                       52

if Confirmation does not occur or if the Plan does not become effective, then
the Plan shall be null and void, and nothing contained in the Plan shall: (a)
constitute a waiver or release of any Claims by or against, or any Interests in,
the Debtors; (b) constitute an admission of any fact or legal conclusion by the
Debtors or any other Entity; or (c) prejudice in any manner the rights of the
Debtors in any further proceedings involving the Debtors.

         16.5 GOVERNING LAW. Unless a rule of law or procedure is supplied by
(i) federal law (including the Bankruptcy Code and Bankruptcy Rules), or (ii) an
express choice of law provision in any agreement, contract, instrument or
document provided for, or executed in connection with, the Plan, the rights and
obligations arising under the Plan and any agreements, contracts, documents and
instruments executed in connection with the Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware
without giving effect to the principles of conflict of laws thereof.

         16.6 NO ADMISSIONS. Notwithstanding anything herein to the contrary,
nothing contained in the Plan shall be deemed as an admission by the Debtors
with respect to any matter set forth herein including, without limitation,
liability on any Claim or the propriety of any Claims classification.

         16.7 SEVERABILITY OF PLAN PROVISIONS. If prior to Confirmation any term
or provision of the Plan that does not govern the treatment of Claims or
Interests is held by the Bankruptcy Court to be invalid, void or unenforceable,
the Bankruptcy Court shall have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan shall remain in full force and effect and shall in no way be affected,
Impaired or invalidated by such holding, alteration or interpretation. The
Confirmation



                                       53


Order shall constitute a judicial determination and shall provide that each term
and provision of the Plan, as it may have been altered or interpreted in
accordance with the foregoing, is valid and enforceable pursuant to its terms.

         16.8 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of
any Entity named or referred to in the Plan shall be binding on, and shall inure
to the benefit of, any heir, executor, administrator, successor or assign of
such Entity.

         16.9 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to section 1146(c)
of the Bankruptcy Code, the issuance, transfer or exchange of any Security or
the making or delivery of any instrument of transfer under this Plan may not be
taxed under any law imposing a stamp tax, use tax, sales tax or similar tax. Any
sale of any Asset occurring before, after or upon the Effective Date shall be
deemed to be in furtherance of this Plan.

         16.10 PRESERVATION OF RIGHTS OF SETOFFS. The Liquidating Debtors, may,
but shall not be required to, set off against any Claim, and the payments or
other distributions to be made pursuant to this Plan in respect of such Claim,
claims of any nature whatsoever that the Liquidating Debtors may have against
the holder of such Claims; but neither the failure to do so nor the Allowance of
any Claim hereunder shall constitute a waiver or release by the Liquidating
Debtors of any such claim that the Liquidating Debtors may have against such
holder.



                                       54


         16.11 SATURDAY, SUNDAY OR LEGAL HOLIDAY. If any payment or act under
the Plan is required to be made or performed on a date that is not a Business
Day, then the making of such payment or the performance of such act may be
completed on the next succeeding Business Day, but shall be deemed to have been
completed as of the required date.


Dated: July 30, 2002                   AMERICAN CLASSIC VOYAGES CO.
                                       (for itself and on behalf of the Debtors)

                                       By: /s/ Jordan B. Allen
                                           -------------------------------------
                                       Name:  Jordan B. Allen
                                              ----------------------------------
                                       Title: Executive Vice President
                                              ----------------------------------


                                       WALSH, MONZACK AND MONACO

                                       By: /s/ Francis A. Monaco
                                           -------------------------------------
                                           Francis A. Monaco (No. 2078)
                                           Joseph J. Bodnar (No. 2512)
                                           1201 Orange Street
                                           Wilmington, Delaware  19801
                                           (302) 656-8162

                                          -and-


                                       LATHAM & WATKINS

                                       By: /s/ Josef S. Athanas
                                           -------------------------------------
                                           David S. Heller
                                           Josef S. Athanas
                                           Suite 5800 Sears Tower
                                           233 South Wacker Drive
                                           Chicago, Illinois  60606
                                           (312) 876-7700

                                       Attorneys for the Debtors and
                                       Debtors-in-Possession



                                       55

                                    EXHIBIT 1

                                     Debtors




Debtor Name                                                         Tax Id            Case No.
- -----------                                                        ----------         --------
                                                                                
American Classic Voyages Co.                                       31-0303330         01-10954
Great Pacific NW Cruise Line, L.L.C.                               72-1446619         01-10977
DQCV, L.L.C. f/k/a Delta Queen Coastal Voyages, L.L.C.             72-1451156         01-10964
Cape Cod Light, L.L.C.                                             72-1451150         01-10962
Cape May Light, L.L.C.                                             72-1451148         01-10961
DQSB II, Inc.                                                      36-4133147         01-10974
AMCV Holdings, Inc.                                                72-1451155         01-10973
Ocean Development Co.                                              36-4243198         01-10972
Great Hawaiian Cruise Line, Inc.                                   36-3897706         01-10975
CAT II, Inc.                                                       72-1451157         01-10968
Great Independence Ship Co.                                        36-3897780         01-10969
Great Hawaiian Properties Corporation                              36-3897776         01-10971
American Hawaii Properties Corporation                             99-0327076         01-10976
AMCV Cruise Operations, Inc.                                       36-4365686         01-10967
TDQS Co. f/k/a The Delta Queen Steamboat Co.                       72-1245383         01-10970
Cruise America Travel, Incorporated,                               31-0963640         01-10966
Great AQ Steamboat, L.L.C.                                         72-1353482         01-10960
Great Ocean Cruise Line, L.L.C.                                    72-1351947         01-10959
Great River Cruise Line, L.L.C.                                    72-1353488         01-10963
DQSC Property Co.                                                  36-4233547         01-10965








                                    EXHIBIT 2

                               Converting Debtors




Debtor Name                                                         Tax Id            Case No.
- -----------                                                        ----------         --------
                                                                                
American Classic Voyages Co.                                       31-0303330         01-10954
Great Pacific NW Cruise Line, L.L.C.                               72-1446619         01-10977
DQCV, L.L.C. f/k/a                                                 72-1451156         01-10964
Delta Queen Coastal Voyages, L.L.C.
Cape Cod Light, L.L.C.                                             72-1451150         01-10962
Cape May Light, L.L.C.                                             72-1451148         01-10961
DQSB II, Inc.                                                      36-4133147         01-10974
AMCV Holdings, Inc.                                                72-1451155         01-10973
Ocean Development Co.                                              36-4243198         01-10972
Great Hawaiian Cruise Line, Inc.                                   36-3897706         01-10975
CAT II, Inc.                                                       72-1451157         01-10968
Great Independence Ship Co.                                        36-3897780         01-10969
Great Hawaiian Properties Corporation                              36-3897776         01-10971
American Hawaii Properties Corporation                             99-0327076         01-10976





                                    EXHIBIT 3

                               Liquidating Debtors




Debtor Name                                                         Tax Id            Case No.
- -----------                                                        ----------         --------
                                                                                
AMCV Cruise Operations, Inc.                                     36-4365686           01-10967
TDQS Co. f/k/a The Delta Queen Steamboat Co.                     72-1245383           01-10970
Cruise America Travel, Incorporated,                             31-0963640           01-10966
Great AQ Steamboat, L.L.C. 72-1353482 01-10960
Great Ocean Cruise Line, L.L.C.                                  72-1351947           01-10959
Great River Cruise Line, L.L.C.                                  72-1353488           01-10963
DQSC Property Co.                                                36-4233547           01-10965

EX-99.1

                                                                    EXHIBIT 99.1

DEBTOR:  AMERICAN CLASSIC VOYAGES CO.               CASE NUMBER:  01-10954 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED








In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.





/s/ STEVE MOELLER
- -----------------
Steve Moeller
Director, Accounting







DEBTOR:  AMERICAN CLASSIC VOYAGES CO.               CASE NUMBER:  01-10954 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED



                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report











  20-Jul-02                           Summary Of Bank And Investment Accounts                              Attachment 1
   2:48 PM                                 American Classic Voyages Co
Summary                                      Case No: 01-10954 (JCA)                                          UNAUDITED
American Classic Voyages Co                  For Month Of June, 2002

                                                    Balances
                                       ----------------------------------    Receipts &         Bank
                                            Opening            Closing       Disbursements      Statements    Account
Account                                As Of 6/01/02        As Of 6/30/02    Included           Included      Reconciled
- -------                                -------------        -------------    -------------      --------      ----------
                                                                                               
AMCV Deferred Compensation                          0.00              0.00   No-                No -          No -
Bank One                                                                     Account            Account       Account
Account # - 1590101554                                                       Closed             Closed        Closed

AMCV Dental Benefits                                0.00              0.00   No -               No -          No -
Chase (JP Morgan Chase & Co)                                                 Account            Account       Account
Account # - 002-2-426530                                                     Closed             Closed        Closed

AMCV Employee Stock Plan                            0.00              0.00   No -               No -          No -
LaSalle Bank                                                                 Account            Account       Account
Account # - 5800015140                                                       Closed             Closed        Closed

AMCV Insurance                                      0.00              0.00   No -               No -          No -
LaSalle Bank                                                                 Account            Account       Account
Account # - 5800021411                                                       Closed             Closed        Closed

AMCV Medical Benefits                           5,020.40          5,020.40   Yes                No - Not      Yes
Chase (JP Morgan Chase & Co)                                                                    Concentration
Account # - 002-2-426522                                                                        Account

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
Master Cash                                                                  Account            Account       Account
LaSalle Bank                                                                 Closed             Closed        Closed
Account # - 2355464

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
Payroll                                                                      Account            Account       Account
LaSalle Bank                                                                 Closed             Closed        Closed
Account # - 2369368

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
PAC                                                                          Account            Account       Account
LaSalle Bank                                                                 Closed             Closed        Closed
Account # - 2355882

American Classic Voyages Co                36,351,784.01     34,695,730.63   Yes                Yes           Yes
Investment Account
Credit Suisse Asset Management
Account # - 247003452

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
Investment Account                                                           Account            Account       Account
Goldman Sachs & Co.                                                          Closed             Closed        Closed
Account # - 020-53613-2

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
Investment Account                                                           Account            Account       Account
Merrill Lynch                                                                Closed             Closed        Closed
Account # - 318-3271750-7

American Classic Voyages Co                         0.00              0.00   No -               No -          No -
Investment Account                                                           Account            Account       Account
Conifer Securities                                                           Closed             Closed        Closed
Account # - 330-50683 1-8





  20-Jul-02                   Receipts & Disbursements            Attachment 2-1
   2:52 PM                   American Classic Voyages
R&D - Chase - AMCV Med Ben   Case No: 01-10954 (JCA)                  UNAUDITED
                                      Chase
                              AMCV Medical Benefits
                            Account # - 002-2-426522
                              1 Jun 02 - 30 Jun 02


                                        
Opening Balance - 1 Jun 02
- --------------------------
                                 5,020.40


Receipts
- --------


                                              From United Healthcare (Reversal)


                                     0.00     Total Receipts


Disbursements
- -------------
                                              To United Healthcare




                                     0.00     Total Disbursements



Closing Balance - 30 Jun 02
- ---------------------------
                                 5,020.40






  20-Jul-02                   Receipts & Disbursements           Attachment 2-2
   2:54 PM                   American Classic Voyages
R&D - Credit Suisse          Case No: 01-10954 (JCA)                  UNAUDITED
 Investment Account               Credit Suisse
                               Investment Account
                              Account # - 247003452
                              1 Jun 02 - 30 Jun 02

                                                
Opening Balance - 1 Jun 02
- --------------------------
                                    36,351,784.01


Receipts
- --------


                                        43,946.62     Interest Earned


                                    -------------
                                        43,946.62     Total Receipts


Disbursements
- -------------
                                    (1,700,000.00)    To The Delta Queen Steamboat Company -
                                                      Hibernia - DQ Master Cash Account (812-395-335)





                                    -------------
                                    (1,700,000.00)    Total Disbursements



Closing Balance - 30 Jun 02
- ---------------------------
                                    34,695,730.63







AMCV US SET OF BOOKS                              Date: 26-JUL-02 09:47:24
INCOME STATEMENT - ATTACHMENT 4                   Page:   1
Current Period: JUN-02



currency USD
Company=10 (AMCV)
                                                       PTD-Actual
                                                        30-Jun-02
                                                 --------------------
                                               
Revenue
Gross Revenue                                                    0.00
Allowances                                                       0.00
                                                 --------------------
Net Revenue                                                      0.00

Operating Expenses
Air                                                              0.00
Hotel                                                            0.00
Commissions                                                      0.00
Onboard Expenses                                                 0.00
Passenger Expenses                                               0.00
Vessel Expenses                                                  0.00
Layup/Drydock Expense                                            0.00
Vessel Insurance                                                 0.00
                                                 --------------------
Total Operating Expenses                                         0.00

                                                 --------------------
Gross Profit                                                     0.00

SG&A Expenses
General and Admin Expenses                                 133,732.11
Sales & Marketing                                                0.00
Start-Up Costs                                                   0.00
                                                 --------------------
Total SG&A Expenses                                        133,732.11

                                                 --------------------
EBITDA                                                    (133,732.11)

Depreciation                                                13,902.03

                                                 --------------------
Operating Income                                          (147,634.14)

Other Expense/(Income)
Interest Income                                            (45,231.66)
Interest Expense                                            21,390.64
Equity in Earnings for Sub                            (583,457,448.28)
Reorganization expenses                                    439,511.92
                                                 --------------------
Total Other Expense/(Income)                           583,873,119.18

                                                 --------------------
Net Pretax Income/(Loss)                              (584,020,753.32)

Income Tax Expense                                               0.00

                                                 --------------------
Net Income/(Loss)                                     (584,020,753.32)
                                                 ====================






AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:49:59
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02



currency USD
Company=10 (AMCV)
                                             YTD-Actual                YTD-Actual
                                             30-Jun-02                 19-Oct-02
                                           --------------           --------------
                                                             
ASSETS

Cash and Equivalent                         34,695,729.78            10,343,248.25

Restricted Cash                                      0.00                     0.00

Marketable Securities                                0.00                   337.15

Accounts Receivable                          3,678,916.74             3,678,916.74

Inventories                                          0.00                     0.00

Prepaid Expenses                                79,453.96                     0.00

Other Current Assets                                 0.00                     0.00

                                           --------------           --------------
Total Current Assets                        38,454,100.48            14,022,502.14


Fixed Assets                                 4,979,716.68             4,979,716.68

Accumulated Depreciation                    (4,616,243.25)           (4,497,369.91)

                                           --------------           --------------
Net Fixed Assets                               363,473.43               482,346.77


Net Goodwill                                         0.00                81,420.64

Intercompany Due To/From                   238,080,801.75           265,726,906.60

Net Deferred Financing Fees                  3,229,986.54             3,408,954.89

Net Investment in Subsidiaries            (555,050,375.53)           48,551,297.73

Other Non Current Assets                             0.00               109,986.54

                                           --------------           --------------
Total Other Assets                        (313,739,587.24)          317,878,566.40

                                           --------------           --------------
Total Assets                              (274,922,013.33)          332,383,415.31
                                           ==============           ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:49:59
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02



currency USD
Company=10 (AMCV)
                                                 YTD-Actual              YTD-Actual
                                                  30-Jun-02               19-Oct-02
                                              --------------           --------------
                                                                 
LIABILITIES

Accounts Payable                                        0.00                     0.00

Accrued Liabilities                             1,820,019.51             1,089,864.63

Deposits                                                0.00                     0.00

                                              --------------           --------------
Total Current Liabilities                       1,820,019.51             1,089,864.63


Long Term Debt                                          0.00                     0.00

Other Long Term Liabilities                    (3,221,982.41)           (3,434,093.96)

                                              --------------           --------------
Total Liabilities                              (1,401,962.90)           (2,344,229.33)


OTHER

Liabilities Subject to Compromise             200,418,510.55           200,418,510.55

                                              --------------           --------------
Total Other                                   200,418,510.55           200,418,510.55


OWNER'S EQUITY

Common Stock                                      211,013.08               211,013.08

Add'l Paid In Capital                         204,438,037.35           204,438,037.35

Current Net Income (Loss)                    (604,567,144.41)          (40,694,620.74)

Retained Earnings                             (74,020,467.00)          (29,645,295.60)

                                              --------------           --------------
Total Owner's Equity                         (473,938,560.98)          134,309,134.09

                                              --------------           --------------
Total Liabilities & Equity                   (274,922,013.33)          332,383,415.31
                                              ==============           ==============









AMERICAN CLASSIC VOYAGES CO.                                      ATTACHMENT 6                                  01-10954(JCA)
                                                   SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS
                                                       FOR THE MONTH ENDED JUNE 30, 2002

                                                          BEGINNING                                                ENDING
AFFILIATE NAME                           CASE NUMBER       BALANCE          DEBITS              CREDITS           BALANCE
                                                                                               
AMCV Cruise Operations, Inc.             01-10967       48,693,943.29    1,703,786.65         221,300.66       50,176,429.28
The Delta Queen Steamboat Co.            01-10970        6,302,261.47              --          66,538.14        6,235,723.33
DQSB II, Inc.                            01-10974           22,836.06              --                 --           22,836.06
Great AQ Steamboat, L.L.C.               01-10960      (22,406,995.29)             --             925.62      (22,407,920.91)
Great Pacific NW Cruise Line, L.L.C.     01-10977      (15,478,454.20)       5,600.00                 --      (15,472,854.20)
Great River Cruise Line, L.L.C.          01-10963        6,702,809.08              --             422.53        6,702,386.55
Great Ocean Cruise Line, L.L.C.          01-10959      (29,573,422.13)             --           5,092.33      (29,578,514.46)
Cruise America Travel, Incorporated      01-10966          103,377.71              --                 --          103,377.71
Delta Queen Coastal Voyages, L.L.C.      01-10964          934,299.38              --                 --          934,299.38
Cape Cod Light, L.L.C.                   01-10962       (1,670,131.78)             --                 --       (1,670,131.78)
Cape May Light, L.L.C.                   01-10961         (657,370.97)         646.64                 --         (656,724.33)
Project America, Inc.                    N/A           (29,154,390.86)             --                 --      (29,154,390.86)
Oceanic Ship Co.                         N/A            41,568,970.91          691.51                 --       41,569,662.42
Project America Ship I, Inc.             N/A             1,793,166.15              --                 --        1,793,166.15
Project America Ship II, Inc.            N/A            27,241,846.63              --                 --       27,241,846.63
Ocean Development Co.                    01-10972      206,379,952.56        9,167.14                 --      206,389,119.70
Great Hawaiian Cruise Line, Inc.         01-10975        3,571,229.75              --                 --        3,571,229.75
Great Hawaiian Properties Corporation    01-10971      (51,110,970.59)             --                 --      (51,110,970.59)
American Hawaii Properties Corporation   01-10976        2,485,515.74              --           1,475.02        2,484,040.72
Great Independence Ship Co.              01-10969       24,948,774.58              --                 --       24,948,774.58
CAT II, Inc.                             01-10968       15,959,416.62              --                 --       15,959,416.62
                                                       ----------------------------------------------------------------------
                                                       236,656,664.11    1,719,891.94          295,754.30     238,080,801.75
                                                       ======================================================================






                          AMERICAN CLASSIC VOYAGES CO.
                                 01-10954 (JCA)




                            ACCOUNTS RECEIVABLE AGING
                               AS OF JUNE 30, 2002







                                  ATTACHMENT 7


                                 NOT APPLICABLE






                          AMERICAN CLASSIC VOYAGES CO.
                                 01-10954 (JCA)




                             ACCOUNTS PAYABLE DETAIL
                               AS OF JUNE 30, 2002







                                  ATTACHMENT 8


                                 NOT APPLICABLE






DEBTOR:  AMERICAN CLASSIC VOYAGES CO.               CASE NUMBER:  01-10954 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.


1.       Deferred financing costs represent costs incurred in connection with
         placing pre-petition debt instruments. Deferred financing costs are
         being amortized to interest expense over the term of the applicable
         debt instrument.

2.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

3.       The Debtor has ceased recording accruals for distributions on its Trust
         Preferred securities. Historically, these accruals for these
         distributions were charged to "interest expense and other financing
         costs."

4.       Accounts Receivable represents pre-petition total hold-backs by
         Paymentech, Inc., the Debtor's credit card processing agent against
         pre-petition customer deposits. Detail for such hold-backs has not been
         received from Paymentech, Inc.

5.       The cash proceeds of $33.8 million from sale of assets by some of the
         Debtors were received on May 31, 2002. The proceeds will be transferred
         to the appropriate Debtor after final calculation of all closing costs
         and declaration of the purchase price allocation by the purchaser.

EX-99.2

                                                                    EXHIBIT 99.2


DEBTOR:  GREAT OCEAN CRUISE LINE, L.L.C.            CASE NUMBER:  01-10959 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED








In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.





/s/ STEVE MOELLER
- -----------------
Steve Moeller
Director, Accounting











DEBTOR:  GREAT OCEAN CRUISE LINE, L.L.C.            CASE NUMBER:  01-10959 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report








  20-Jul-02                              Summary Of Bank, Investment & Petty Cash Accounts                    Attachment 1
   3:01 PM                                    Great Ocean Cruise Line, L.L.C.
Summary                                          Case No: 01-10959 (JCA)                                        UNAUDITED
Great Ocean Cruise Line, LLC                     For Month Of June, 2002

                                             Balances
                                 ------------------------------       Receipts &          Bank
                                     Opening          Closing         Disbursements       Statements          Account
Account                          As Of 6/01/02    As Of 6/30/02       Included            Included            Reconciled
- -------                          -------------    -------------       --------            --------            ----------
                                                                                               
Mississippi Queen Steamer           48,196.81        15,600.72        Yes                 No - Not            Yes
Hibernia                                                                                  Concentration
Account # - 812-502-719                                                                   Account

Mississippi Queen                        0.00             0.00        No - No             Not A Bank          No - No
Petty Cash                                                            Activity            Account             Activity






  20-Jul-02                      Receipts & Disbursements           Attachment 2
   3:03 PM                    Great Ocean Cruise Line, L.L.C.
R&D - Hibernia - MQ Steamer      Case No: 01-10959 (JCA)            UNAUDITED
                                        Hibernia
                            Mississippi Queen Steamer Account
                                 Account # - 812-502-719
                                  1 Jun 02 - 30 Jun 02



                                                
Opening Balance - 1 Jun 02
- --------------------------
                                48,196.81


Receipts
- --------





                                     0.00             Total Receipts


Disbursements
- -------------





                                     0.00             Total Disbursements (* See Footnote)



Closing Balance - 30 Jun 02
- ---------------------------
                                15,600.72





               *$32,596.09 Of Disbursements Not Reflected In Disbursements
                Above Due To Being Reimbursed By Buyer Of Assets At Closing.




                                                                     
  20-Jul-02                Concentration & Investment Account Statements   Attachment 3
   3:06 PM                      Great Ocean Cruise Line, L.L.C.
Summary                             Case No: 01-10959 (JCA)
Great Ocean Cruise Line, LLC        For Month Of June, 2002
Attach 3




              No Statements Due To No Concentration Or Investment Accounts




AMCV US SET OF BOOKS                              Date: 26-JUL-02 09:47:34
INCOME STATEMENT - ATTACHMENT 4                   Page:   1
Current Period: JUN-02



currency USD
Company=21 (MISSISSIPPI QUEEN)
                                                         PTD-Actual
                                                         30-Jun-02
                                                  ---------------------
                                               
Revenue
Gross Revenue                                                (14,745.98)
Allowances                                                         0.00
                                                  ---------------------
Net Revenue                                                  (14,745.98)

Operating Expenses
Air                                                                0.00
Hotel                                                              0.00
Commissions                                                        0.00
Onboard Expenses                                                   0.00
Passenger Expenses                                             3,193.45
Vessel Expenses                                               19,573.72
Layup/Drydock Expense                                              0.00
Vessel Insurance                                               4,984.34
                                                  ---------------------
Total Operating Expenses                                      27,751.51

                                                  ---------------------
Gross Profit                                                 (42,497.49)

SG&A Expenses
Sales & Marketing                                                  0.00
Start-Up Costs                                                 7,138.20
                                                  ---------------------
Total SG&A Expenses                                            7,138.20

                                                  ---------------------
EBITDA                                                       (49,635.69)

Depreciation                                                       0.00

                                                  ---------------------
Operating Income                                             (49,635.69)

Other Expense/(Income)
Interest Income                                                    0.00
Equity in Earnings for Sub                                         0.00
Reorganization expenses                                            0.00
                                                  ---------------------
Total Other Expense/(Income)                                       0.00

                                                  ---------------------
Net Pretax Income/(Loss)                                     (49,635.69)

Income Tax Expense                                                 0.00

                                                  ---------------------
Net Income/(Loss)                                            (49,635.69)
                                                  =====================






AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:38
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02



currency USD
Company=21 (MISSISSIPPI QUEEN)
                                             YTD-Actual             YTD-Actual
                                             30-Jun-02              22-Oct-02
                                           -------------          -------------
                                                            
ASSETS

Cash and Equivalent                            11,331.72              91,427.94

Restricted Cash                                     0.00                   0.00

Accounts Receivable                                 0.00              61,448.42

Inventories                                         0.00             387,173.50

Prepaid Expenses                                    0.00               9,438.70

Other Current Assets                                0.00             (14,555.00)

                                           -------------          -------------
Total Current Assets                           11,331.72             534,933.56


Fixed Assets                                        0.00          32,530,486.54

Accumulated Depreciation                            0.00         (22,994,750.57)

                                           -------------          -------------
Net Fixed Assets                                    0.00           9,535,735.97


Net Goodwill                                        0.00                   0.00

Intercompany Due To/From                   21,765,102.38          19,836,574.32

Net Deferred Financing Fees                         0.00                   0.00

Net Investment in Subsidiaries                      0.00                   0.00

                                           -------------          -------------
Total Other Assets                         21,765,102.38          19,836,574.32

                                           -------------          -------------
Total Assets                               21,776,434.10          29,907,243.85
                                           =============          =============




AMCV US SET OF BOOKS                                  Date: 26-JUL-02 09:52:38
BALANCE SHEET - ATTACHMENT 5                          Page:   2
Current Period: JUN-02



currency USD
Company=21 (MISSISSIPPI QUEEN)
                                                YTD-Actual             YTD-Actual
                                                30-Jun-02               22-Oct-02
                                              -------------           -------------
                                                                
LIABILITIES

Accounts Payable                                   1,826.90                9,423.11

Accrued Liabilities                               11,920.50              935,232.90

Deposits                                               0.00                    0.00

                                              -------------           -------------
Total Current Liabilities                         13,747.40              944,656.01


Long Term Debt                                         0.00                    0.00

Other Long Term Liabilities                            0.00                    0.00

                                              -------------           -------------
Total Liabilities                                 13,747.40              944,656.01


OTHER

Liabilities Subject to Compromise              2,667,587.11            2,827,647.41

                                              -------------           -------------
Total Other                                    2,667,587.11            2,827,647.41


OWNER'S EQUITY

Common Stock                                           0.00                    0.00

Add'l Paid In Capital                          4,571,000.00            4,571,000.00

Current Net Income (Loss)                     (6,682,043.13)            (984,131.23)

Retained Earnings                             21,206,142.72           22,548,071.66

                                              -------------           -------------
Total Owner's Equity                          19,095,099.59           26,134,940.43

                                              -------------           -------------
Total Liabilities & Equity                    21,776,434.10           29,907,243.85
                                              =============           =============







GREAT OCEAN CRUISE LINE, LLC                    ATTACHMENT 6                    01-10954(JCA)
                                 SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS
                                    FOR THE MONTH ENDED JUNE 30, 2002

                                                              BEGINNING                                            ENDING
AFFILIATE NAME                            CASE NUMBER           BALANCE          DEBITS           CREDITS          BALANCE
                                                                                                 
American Classic Voyages Co.                01-10954         29,573,422.13       14,672.78        9,580.45       29,578,514.46
AMCV Cruise Operations, Inc.                01-10967        (22,033,773.41)       1,308.62       31,294.21      (22,063,759.00)
The Delta Queen Steamboat Co.               01-10970         17,635,610.10       34,999.42              --       17,670,609.52
DQSB II, Inc.                               01-10974               (877.52)             --              --             (877.52)
Great AQ Steamboat, L.L.C.                  01-10960             14,507.47              --              --           14,507.47
Great Pacific NW Cruise Line, L.L.C.        01-10977             10,219.55              --              --           10,219.55
Great River Cruise Line, L.L.C.             01-10963           (503,950.75)             --              --         (503,950.75)
Cruise America Travel, Incorporated         01-10966         (2,953,907.27)             --              --       (2,953,907.27)
Delta Queen Coastal Voyages, L.L.C.         01-10964             85,950.95              --              --           85,950.95
Cape Cod Light, L.L.C.                      01-10962              4,980.00              --              --            4,980.00
Cape May Light, L.L.C.                      01-10961              1,844.01              --              --            1,844.01
Project America, Inc.                       N/A                  (4,475.20)             --              --           (4,475.20)
Great Hawaiian Cruise Line, Inc.            01-10975            (37,394.43)             --              --          (37,394.43)
Great Hawaiian Properties Corporation       01-10971            (34,964.32)             --              --          (34,964.32)
Great Independence Ship Co.                 01-10969             (2,195.09)             --              --           (2,195.09)
                                                            ---------------------------------------------------------------------
                                                             21,754,996.22       50,980.82       40,874.66       21,765,102.38
                                                            =====================================================================






                         GREAT OCEAN CRUISE LINE, L.L.C.
                                 01-10959 (JCA)




                            ACCOUNTS RECEIVABLE AGING
                               AS OF JUNE 30, 2002







                                  ATTACHMENT 7


                                 NOT APPLICABLE






                                MISSISSIPPI QUEEN
                                AP-STEAMER CHECKS

                               21-000-221300-00000

                                     JUNE-02

OUTSTANDING CHECKS:

                                      
                   17103 Garrett TV & Appliances                 498.75
                   17104 Marvin Ross                             957.96
                   17165 Jim Coulson-MCI                          50.69
                   17183 S. Baham-Spiegel                         20.00
                   17190 C. Sisson-J. Sisson                     199.50
                   17248 A. Sisson-J. Sisson                     100.00


                                                            -----------
                   Total per G/L:                              1,826.90
                                                            ===========

                   



                   ATTACHMENT # 8




DEBTOR: GREAT OCEAN CRUISE LINE, L.L.C.             CASE NUMBER:  01-10959 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.


1.       The Mississippi Queen resumed voyage sailing on May 7, 2002 (the
         "cut-off date"). Pursuant to the asset purchase agreement dated May 31,
         2002 (the "close date"), the revenue and expenses between the cut-off
         date and the close date accrued to the benefit of the Purchaser. The
         cash disbursements for such expenses are not reflected herein on
         Attachment 2. An accounts receivable for these disbursements has been
         recorded on The Delta Queen Steamboat Co's books. due to the Debtors'
         commingled cash management system.

EX-99.3

                                                                    EXHIBIT 99.3

DEBTOR: GREAT AQ STEAMBOAT, L.L.C.                   CASE NUMBER: 01-10960 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED








In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.





/s/ STEVE MOELLE
- -----------------
Steve Moeller
Director, Accounting











DEBTOR: GREAT AQ STEAMBOAT, L.L.C.                   CASE NUMBER: 01-10960 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED



                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report







  20-Jul-02                         Summary Of Bank, Investment & Petty Cash Accounts                      Attachment 1
   3:08 PM                                     Great AQ Steamboat, L.L.C.
Summary                                           Case No: 01-10960 (JCA)                                     UNAUDITED
Great AQ Steamboat, LLC                         For Month Of June, 2002

                                            Balances
                               -----------------------------             Receipts &         Bank
                                   Opening          Closing              Disbursements      Statements      Account
Account                        As Of 6/01/02    As Of 6/30/02            Included           Included        Reconciled
- -------                        -------------    -------------            --------           --------        ----------
                                                                                             
American Queen Steamer              0.00             0.00                No -               No - Not        No -
Hibernia                                                                 No Activity        Concentration   No Activity
Account # - 812-395-343                                                                     Account

American Queen                      0.00             0.00                No -               Not A Bank      No -
Petty Cash                                                               No Activity        Account         No Activity





  20-Jul-02                      Receipts & Disbursements          Attachment 2
   3:09 PM                      Great AQ Steamboat, L.L.C.
Summary                          Case No: 01-10960 (JCA)
Great AQ Steamboat, LLC          For Month Of June, 2002
Attach 2


             No Receipts Or Disbursements Due To All Accounts Closed







                                                                     
  20-Jul-02              Concentration & Investment Account Statements     Attachment 3
   3:10 PM                     Great AQ Steamboat, L.L.C.
Summary                         Case No: 01-10960 (JCA)
Great AQ Steamboat, LLC         For Month Of June, 2002
Attach 3




          No Statements Due To No Concentration Or Investment Accounts






AMCV US SET OF BOOKS                              Date: 26-JUL-02 09:47:28
INCOME STATEMENT - ATTACHMENT 4                   Page:   1
Current Period: JUN-02



currency USD
Company=23 (AMERICAN QUEEN)
                                                        PTD-Actual
                                                         30-Jun-02
                                                 ----------------------
                                              
Revenue
Gross Revenue                                                 (3,843.35)
Allowances                                                         0.00
                                                 ----------------------
Net Revenue                                                   (3,843.35)

Operating Expenses
Air                                                                0.00
Hotel                                                              0.00
Commissions                                                        0.00
Onboard Expenses                                                   0.00
Passenger Expenses                                              (568.62)
Vessel Expenses                                               (1,439.68)
Layup/Drydock Expense                                              0.00
Vessel Insurance                                               1,523.49
                                                 ----------------------
Total Operating Expenses                                        (484.81)

                                                 ----------------------
Gross Profit                                                  (3,358.54)

SG&A Expenses
Sales & Marketing                                                  0.00
Start-Up Costs                                                     0.00
                                                 ----------------------
Total SG&A Expenses                                                0.00

                                                 ----------------------
EBITDA                                                        (3,358.54)

Depreciation                                                       0.00

                                                 ----------------------
Operating Income                                              (3,358.54)

Other Expense/(Income)
Interest Income                                                    0.00
Equity in Earnings for Sub                                         0.00
Reorganization expenses                                            0.00
                                                 ----------------------
Total Other Expense/(Income)                                       0.00

                                                 ----------------------
Net Pretax Income/(Loss)                                      (3,358.54)

Income Tax Expense                                                 0.00

                                                 ----------------------
Net Income/(Loss)                                             (3,358.54)
                                                 ======================









AMCV US SET OF BOOKS                                 Date: 26-JUL-02 09:52:30
BALANCE SHEET - ATTACHMENT 5                         Page:   1
Current Period: JUN-02



currency USD
Company=23 (AMERICAN QUEEN)
                                                   YTD-Actual             YTD-Actual
                                                   30-Jun-02              22-Oct-02
                                             -------------------    -------------------
                                                              
ASSETS

Cash and Equivalent                                         0.00              27,915.55

Restricted Cash                                             0.00                   0.00

Accounts Receivable                                         0.00             100,111.04

Inventories                                                 0.00             436,746.94

Prepaid Expenses                                            0.00               1,126.00

Other Current Assets                                        0.00             189,129.97

                                             -------------------    -------------------
Total Current Assets                                        0.00             755,029.50


Fixed Assets                                                0.00          76,449,630.83

Accumulated Depreciation                                    0.00         (23,703,366.77)

                                             -------------------    -------------------
Net Fixed Assets                                            0.00          52,746,264.06


Net Goodwill                                                0.00                   0.00

Intercompany Due To/From                           33,541,074.06          11,900,053.46

Net Deferred Financing Fees                                 0.00             561,110.86

Net Investment in Subsidiaries                              0.00                   0.00

                                             -------------------    -------------------
Total Other Assets                                 33,541,074.06          12,461,164.32

                                             -------------------    -------------------
Total Assets                                       33,541,074.06          65,962,457.88
                                             ===================    ===================





AMCV US SET OF BOOKS                         Date: 26-JUL-02 09:52:30
BALANCE SHEET - ATTACHMENT 5                 Page:   2
Current Period: JUN-02



currency USD
Company=23 (AMERICAN QUEEN)
                                                  YTD-Actual             YTD-Actual
                                                  30-Jun-02              22-Oct-02
                                             -------------------    -------------------
                                                              
LIABILITIES

Accounts Payable                                        1,774.58               5,469.58

Accrued Liabilities                                         0.00             754,127.79

Deposits                                                    0.00                  25.00

                                             -------------------    -------------------
Total Current Liabilities                               1,774.58             759,622.37


Long Term Debt                                              0.00                   0.00

Other Long Term Liabilities                                 0.00                   0.00

                                             -------------------    -------------------
Total Liabilities                                       1,774.58             759,622.37


OTHER

Liabilities Subject to Compromise                   2,341,087.01          48,583,115.71

                                             -------------------    -------------------
Total Other                                         2,341,087.01          48,583,115.71


OWNER'S EQUITY

Common Stock                                            1,000.00               1,000.00

Add'l Paid In Capital                               4,060,000.00           4,060,000.00

Current Net Income (Loss)                          14,762,561.17            (493,470.71)

Retained Earnings                                  12,374,651.30          13,052,190.51

                                             -------------------    -------------------
Total Owner's Equity                               31,198,212.47          16,619,719.80

                                             -------------------    -------------------
Total Liabilities & Equity                         33,541,074.06          65,962,457.88
                                             ===================    ===================








GREAT AQ STEAMBOAT, LLC                                    ATTACHMENT 6                                           01-10954(JCA)
                                          SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS
                                               FOR THE MONTH ENDED JUNE 30, 2002

                                                              Beginning                                                 Ending
Affiliate Name                             Case Number         Balance           Debits               Credits           Balance
                                                                                                  
American Classic Voyages Co.               01-10954         22,406,995.29        2,743.62           1,818.00       22,407,920.91
AMCV Cruise Operations, Inc.               01-10967        (22,858,441.96)       1,650.00           4,265.81      (22,861,057.77)
The Delta Queen Steamboat Co.              01-10970         38,908,998.19       16,730.36                 --       38,925,728.55
DQSB II, Inc.                              01-10974               (919.60)             --                 --             (919.60)
Great Pacific NW Cruise Line, L.L.C.       01-10977              5,552.79              --                 --            5,552.79
Great River Cruise Line, L.L.C.            01-10963           (168,013.44)             --                 --         (168,013.44)
Great Ocean Cruise Line, L.L.C.            01-10959            (14,507.47)             --                 --          (14,507.47)
Cruise America Travel, Incorporated        01-10966         (3,165,198.27)             --                 --       (3,165,198.27)
Delta Queen Coastal Voyages, L.L.C.        01-10964            144,264.37              --                 --          144,264.37
Cape Cod Light, L.L.C.                     01-10962           (500,000.00)             --                 --         (500,000.00)
Cape May Light, L.L.C.                     01-10961         (1,640,241.44)             --                 --       (1,640,241.44)
Project America, Inc.                      N/A                 (15,864.24)             --                 --          (15,864.24)
Oceanic Ship Co.                           N/A                  (7,408.30)             --                 --           (7,408.30)
Project America Ship I, Inc.               N/A                 459,787.19              --                 --          459,787.19
Great Hawaiian Properties Corporation      01-10971            (22,591.38)             --                 --          (22,591.38)
American Hawaii Properties Corporation     01-10976             (1,496.24)             --                 --           (1,496.24)
Great Independence Ship Co.                01-10969             (4,881.60)             --                 --           (4,881.60)
                                                          ----------------------------------------------------------------------
                                                            33,526,033.89       21,123.98           6,083.81       33,541,074.06
                                                          ======================================================================






                           GREAT AQ STEAMBOAT, L.L.C.
                                 01-10960 (JCA)




                            ACCOUNTS RECEIVABLE AGING
                               AS OF JUNE 30, 2002







                                  ATTACHMENT 7


                                 NOT APPLICABLE






                                 AMERICAN QUEEN
                                AP-STEAMER CHECKS
                               23-000-221300-00000

                                     JUNE-02

OUTSTANDING CHECKS:

                                          
                   17707 Tashanda Morreno-Amber Hensley             60.00
                   17732 Peter Levaneur-Sally Ralicki              100.00
                   17768 Bryant Johnson-Kenshell Lang               80.00
                   17779 Mark King-Rosa Trumble                    170.00
                   17820 Joe Willett-NARP                           28.00
                   17827 B. Grisham-AG Edwards                     100.00
                   17828 Mark King                                 340.00
                   17837 Daniel Smith-Anastastia Jones              75.00
                   17848 J. Hill-Neurosurgical Specialties         117.00
                   17850 E. Newman- R. Ryan                        250.00
                   17851 Louis Ford-SJ Beaulieau                   225.00
                   17852 Jocelyn Beasley-Payoff Voucher             95.47
                   17853 Ben Vandeven                               17.18
                   17854 Matt Copeland                              16.93
                   17863 Julia Hill-Sears                          100.00

                                                                ---------
                   Total per G/L:                                1,774.58
                                                                =========

                   

                   ATTACHMENT # 8





DEBTOR:  GREAT AQ STEAMBOAT, L.L.C.                 CASE NUMBER:  01-10960 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.4

                                                                    EXHIBIT 99.4

DEBTOR: CAPE MAY LIGHT, L.L.C.                      CASE NUMBER:  01-10961 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED








In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.





/s/ STEVE MOELLER
- -----------------
Steve Moeller
Director, Accounting




DEBTOR: CAPE MAY LIGHT, L.L.C.                      CASE NUMBER:  01-10961 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report







  20-Jul-02                    Summary Of Bank,Investment & Petty Cash Accounts                                        Attachment 1
   3:11 PM                                Cape May Light, L.L.C.
Summary                                   Case No: 01-10961 (JCA)                                                        UNAUDITED
Cape May Light, LLC                       For Month Of June, 2002

                                               Balances
                                  ------------------------------         Receipts &               Bank
                                      Opening          Closing           Disbursements            Statements          Account
Account                           As Of 6/01/02    As Of 6/30/02         Included                 Included            Reconciled
- -------                           -------------    -------------         --------                 --------            ----------
                                                                                                       
American Classic Voyages Co.              0.00             0.00          No -                     No -                No -
Bank of America                                                          Account                  Account             Account
Account # - 0030 6982 7205                                               Closed                   Closed              Closed

Cape May Light Escrow               785,839.00             0.00          No - Amount Was          No - Account Is     No
US Dept of Transportation                                                Offset Against           Under Control
Maritime Administration                                                  Debt To Maritime         Of Maritime
                                                                         Adminstration            Adminstration -
                                                                                                  No Statements

American Classic Voyages Co.              0.00             0.00          No -                     No -                No -
Bank of America                                                          Account                  Account             Account
Account # - 0041 6103 2379                                               Closed                   Closed              Closed

Cape May Light                            0.00             0.00          No -                     No - Not            No -
Petty Cash                                                               No Activity              A Bank              No Activity
                                                                                                  Account






  20-Jul-02                     Receipts & Disbursements           Attachment 2
   3:13 PM                       Cape May Light, L.L.C.
Summary                         Case No: 01-10961 (JCA)
Cape May Light, LLC             For Month Of June, 2002
Attach 2


   No Receipts Or Disbursements Due To No Bank Activity Or Investment Accounts






  20-Jul-02         Concentration & Investment Account Statements   Attachment 3
   3:14 PM                    Cape May Light, L.L.C.
Summary                      Case No: 01-10961 (JCA)
Cape May Light, LLC          For Month Of June, 2002
Attach 3


          No Statements Due To No Concentration Or Investment Accounts







AMCV US SET OF BOOKS                              Date: 26-JUL-02 09:47:30
INCOME STATEMENT - ATTACHMENT 4                   Page:   1
Current Period: JUN-02



currency USD
Company=31 (CAPE MAY LIGHT)
                                                       PTD-Actual
                                                        30-Jun-02
                                                 ----------------------
                                              
Revenue
Gross Revenue                                                 (1,091.22)
Allowances                                                         0.00
                                                 ----------------------
Net Revenue                                                   (1,091.22)

Operating Expenses
Air                                                                0.00
Hotel                                                              0.00
Commissions                                                        0.00
Onboard Expenses                                                   0.00
Passenger Expenses                                                 0.00
Vessel Expenses                                                    0.00
Layup/Drydock Expense                                              0.00
Vessel Insurance                                               1,601.36
                                                 ----------------------
Total Operating Expenses                                       1,601.36

                                                 ----------------------
Gross Profit                                                  (2,692.58)

SG&A Expenses
Sales & Marketing                                                  0.00
Start-Up Costs                                                     0.00
                                                 ----------------------
Total SG&A Expenses                                                0.00

                                                 ----------------------
EBITDA                                                        (2,692.58)

Depreciation                                                       0.00

                                                 ----------------------
Operating Income                                              (2,692.58)

Other Expense/(Income)
Interest Income                                                    0.00
Equity in Earnings for Sub                                         0.00
Reorganization expenses                                   44,298,311.51
                                                 ----------------------
Total Other Expense/(Income)                              44,298,311.51

                                                 ----------------------
Net Pretax Income/(Loss)                                 (44,301,004.09)

Income Tax Expense                                                 0.00

                                                 ----------------------
Net Income/(Loss)                                        (44,301,004.09)
                                                 ======================






AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:36
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02



currency USD
Company=31 (CAPE MAY LIGHT)
                                                 YTD-Actual             YTD-Actual
                                                  30-Jun-02             22-Oct-02
                                             ------------------    -------------------
                                                             
ASSETS

Cash and Equivalent                                        0.00              29,003.54

Restricted Cash                                            0.00             785,839.00

Accounts Receivable                                        0.00              15,651.15

Inventories                                                0.00             750,424.74

Prepaid Expenses                                           0.00              71,343.83

Other Current Assets                                       0.00                   0.00

                                             ------------------    -------------------
Total Current Assets                                       0.00           1,652,262.26


Fixed Assets                                               0.00          42,033,338.72

Accumulated Depreciation                                   0.00            (550,825.00)

                                             ------------------    -------------------
Net Fixed Assets                                           0.00          41,482,513.72


Net Goodwill                                               0.00                   0.00

Intercompany Due To/From                         (12,521,058.22)        (12,278,102.19)

Net Deferred Financing Fees                                0.00           2,559,333.82

Net Investment in Subsidiaries                             0.00                   0.00

                                             ------------------    -------------------
Total Other Assets                               (12,521,058.22)         (9,718,768.37)

                                             ------------------    -------------------
Total Assets                                     (12,521,058.22)         33,416,007.61
                                             ==================    ===================




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:36
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02



currency USD
Company=31 (CAPE MAY LIGHT)
                                                 YTD-Actual             YTD-Actual
                                                  30-Jun-02             22-Oct-02
                                             ------------------    -------------------
                                                             
LIABILITIES

Accounts Payable                                         310.00              18,286.96

Accrued Liabilities                                        0.00             454,710.16

Deposits                                                   0.00                   0.00

                                             ------------------    -------------------
Total Current Liabilities                                310.00             472,997.12


Long Term Debt                                             0.00                   0.00

Other Long Term Liabilities                                0.00                   0.00

                                             ------------------    -------------------
Total Liabilities                                        310.00             472,997.12


OTHER

Liabilities Subject to Compromise                 39,141,915.81          39,937,580.57

                                             ------------------    -------------------
Total Other                                       39,141,915.81          39,937,580.57


OWNER'S EQUITY

Common Stock                                               0.00                   0.00

Add'l Paid In Capital                                      0.00                   0.00

Current Net Income (Loss)                        (44,573,203.05)         (2,857,115.19)

Retained Earnings                                 (7,090,080.98)         (4,137,454.89)

                                             ------------------    -------------------
Total Owner's Equity                             (51,663,284.03)         (6,994,570.08)

                                             ------------------    -------------------
Total Liabilities & Equity                       (12,521,058.22)         33,416,007.61
                                             ==================    ===================







CAPE MAY LIGHT, LLC                                               ATTACHMENT 6                                        01-10954(JCA)
                                                   SUMMARY LIST OF DUE TO/DUE FROM ACCOUNTS
                                                        FOR THE MONTH ENDED JUNE 30, 2002

                                                           BEGINNING                                                 ENDING
AFFILIATE NAME                          CASE NUMBER         BALANCE             DEBITS              CREDITS         BALANCE
                                                                                                 
American Classic Voyages Co.            01-10954            657,370.97               --             646.64          656,724.33
AMCV Cruise Operations, Inc.            01-10967         (8,123,934.77)              --             968.82       (8,124,903.59)
The Delta Queen Steamboat Co.           01-10970          8,431,118.53               --                 --        8,431,118.53
DQSB II, Inc.                           01-10974                (82.74)              --                 --              (82.74)
Great AQ Steamboat, L.L.C.              01-10960          1,640,241.44               --                 --        1,640,241.44
Great Pacific NW Cruise Line, L.L.C.    01-10977             (5,380.67)              --                 --           (5,380.67)
Great River Cruise Line, L.L.C.         01-10963            (33,543.95)              --                 --          (33,543.95)
Great Ocean Cruise Line, L.L.C.         01-10959             (1,844.01)              --                 --           (1,844.01)
Cruise America Travel, Incorporated     01-10966         (1,054,561.24)              --                 --       (1,054,561.24)
Delta Queen Coastal Voyages, L.L.C.     01-10964            212,241.29         5,144.24                  --         217,385.53
Cape Cod Light, L.L.C.                  01-10962             (8,675.31)              --                 --           (8,675.31)
Project America, Inc.                   N/A                 (57,268.50)              --                 --          (57,268.50)
Oceanic Ship Co.                        N/A                  13,839.73               --                 --           13,839.73
Project America Ship II, Inc.           N/A                 412,316.64               --                 --          412,316.64
Ocean Development Co.                   01-10972        (14,604,239.22)              --                 --      (14,604,239.22)
Great Hawaiian Cruise Line, Inc.        01-10975             (8,411.75)              --                 --           (8,411.75)
Great Hawaiian Properties Corporation   01-10971              4,188.00               --                 --            4,188.00
CAT II, Inc.                            01-10968              2,038.56               --                 --            2,038.56
                                                       ------------------------------------------------------------------------
                                                        (12,524,587.00)        5,144.24            1,615.46     (12,521,058.22)
                                                       ========================================================================







                             CAPE MAY LIGHT, L.L.C.
                                 01-10961 (JCA)




                            ACCOUNTS RECEIVABLE AGING
                               AS OF JUNE 30, 2002







                                  ATTACHMENT 7


                                 NOT APPLICABLE






                                 CAPE MAY LIGHT
                                AP-STEAMER CHECKS

                               31-000-221300-00000

                                     JUNE-02

                                                          
OUTSTANDING CHECKS:
                     1091 Multi-Marques                           50.00
                     1162 K. McKnight-McRae's                    100.00
                     1166 K. McKnight-Gordon's                   100.00
                     1192 Donald Vivier-Capitol One               40.00
                     1195 Donald Vivier-Retailer Nat. Bank        20.00

                                                                -------
                     Total per G/L:                              310.00
                                                                =======





                     ATTACHMENT # 8






DEBTOR: CAPE MAY LIGHT, L.L.C.                       CASE NUMBER: 01-10961 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.


1.       The Debtor and three other Debtors completed the forfeiture of four
         vessels to the Maritime Administration, the secured creditor of each
         vessel, during June. Accordingly, the Debtor wrote-off the carrying
         value of its vessel and related assets. The net loss of disposition
         totaled $44.3 million.


2.       Restricted cash represented escrowed proceeds from debt issued to
         finance the construction of the Cape May Light. The debt is guaranteed
         by, and the restricted cash is controlled by, the U.S. Maritime
         Administration. The Debtor offset this cash against the outstanding
         debt, which was previously reclassified as a liability subject to
         compromise.

EX-99.5

                                                                   EXHIBIT 99.5


DEBTOR:  CAPE COD LIGHT, L.L.C.                    CASE NUMBER:  01-10962 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- ------------------------
Steve Moeller
Director, Accounting



DEBTOR:  CAPE COD LIGHT, L.L.C.                    CASE NUMBER:  01-10962 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



20-Jul-02               Summary Of Bank And Investment Accounts    Attachment 1
   3:15 PM                    Cape Cod Light, L.L.C.
Summary                      Case No: 01-10962 (JCA)                  UNAUDITED
Cape Cod Light, LLC         For Month Of June, 2002




                                                   Balances
                                       ------------------------------          Receipts &             Bank
                                          Opening          Closing           Disbursements          Statements           Account
Account                                As Of 6/01/02    As Of 6/30/02          Included              Included           Reconciled
- -------                                -------------    -------------      ----------------       ---------------       ----------
                                                                                                         
Cape Cod Light Escrow                  8,158,727.80            0.00        No - Amount Was        No - Account Is           No
US Dept Of Transportation                                                  Offset Against         Under Control
Maritime Administration                                                    Debt to Maritime       Of Maritime
                                                                           Adminstration          Adminstration -
                                                                                                  No Statements

Cape Cod Light Security                        0.03            0.00        Yes                    No                        Yes
Hibernia Investments, LLC
Account # - 4R6-771783




20-Jul-02                  Receipts & Disbursements                Attachment 2
3:17 PM                      Cape Cod Light, LLC
R&D - Hibernia             Case No: 01-10962 (JCA)                    UNAUDITED
Investments -             Hibernia Investments, LLC
CCL Security           Cape Cod Light Security Account
                           Account # - 4R6-771783
                            1 Jun 02 - 30 Jun 02


                                                
Opening Balance - 1 Jun 02
                                     0.03


Receipts









Disbursements


                                    (0.03)            Written Off By Hibernia



                                    (0.03)            Total Disbursements



Closing Balance - 30 Jun 02
                                     0.00





20-Jul-02                Concentration & Investment                Attachment 3
3:14 PM                      Account Statements
Summary                   Cape Cod Light, L.L.C.
Cape May                 Case No: 01-10962 (JCA)
Light, LLC               For Month Of June, 2002
Attach 3


          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:32
INCOME STATEMENT - ATTACHMENT 4                        Page:   1
Current Period: JUN-02

currency USD
Company=32 (CAPE COD LIGHT)




                                          PTD-Actual
                                          30-Jun-02
                                       --------------

                                    
Revenue
Gross Revenue                                    0.00
Allowances                                       0.00
                                       --------------
Net Revenue                                      0.00

Operating Expenses
Air                                              0.00
Hotel                                            0.00
Commissions                                      0.00
Onboard Expenses                               (30.64)
Passenger Expenses                               0.00
Vessel Expenses                                  0.00
Layup/Drydock Expense                            0.00
Vessel Insurance                                 0.00
                                       --------------
Total Operating Expenses                       (30.64)

                                       --------------
Gross Profit                                    30.64

SG&A Expenses
Sales & Marketing                                0.00
Start-Up Costs                                   0.00
                                       --------------
Total SG&A Expenses                              0.00

                                       --------------
EBITDA                                          30.64

Depreciation                                     0.00

                                       --------------
Operating Income                                30.64

Other Expense/(Income)
Interest Income                                  0.00
Equity in Earnings for Sub                       0.00
Reorganization expenses                 38,683,671.90
                                       --------------
Total Other Expense/(Income)            38,683,671.90

                                       --------------
Net Pretax Income/(Loss)               (38,683,641.26)

Income Tax Expense                               0.00

                                       --------------
Net Income/(Loss)                      (38,683,641.26)
                                       ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:36
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02

currency USD
Company=32 (CAPE COD LIGHT)




                                              YTD-Actual                YTD-Actual
                                               30-Jun-02                22-Oct-02
                                            --------------            --------------

                                                                
ASSETS

Cash and Equivalent                                   0.00                      0.00

Restricted Cash                                       0.00              8,158,728.00

Accounts Receivable                                   0.00                     42.00

Inventories                                           0.00                217,563.69

Prepaid Expenses                                      0.00                 74,900.00

Other Current Assets                                  0.00                      0.00

                                            --------------            --------------
Total Current Assets                                  0.00              8,451,233.69


Fixed Assets                                          0.00             35,993,283.77

Accumulated Depreciation                              0.00                      0.00

                                            --------------            --------------
Net Fixed Assets                                      0.00             35,993,283.77


Net Goodwill                                          0.00                      0.00

Intercompany Due To/From                    (13,350,804.71)           (13,322,516.26)

Net Deferred Financing Fees                           0.00              2,630,465.87

Net Investment in Subsidiaries                        0.00                      0.00

                                            --------------            --------------
Total Other Assets                          (13,350,804.71)           (10,692,050.39)

                                            --------------            --------------
Total Assets                                (13,350,804.71)            33,752,467.07
                                            ==============            ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:36
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02

currency USD
Company=32 (CAPE COD LIGHT)




                                              YTD-Actual                YTD-Actual
                                               30-Jun-02                 22-Oct-02
                                            --------------            --------------

                                                                
LIABILITIES

Accounts Payable                                      0.00                      0.00

Accrued Liabilities                                   0.00                 75,000.00

Deposits                                              0.00                      0.00

                                            --------------            --------------
Total Current Liabilities                             0.00                 75,000.00


Long Term Debt                                        0.00                      0.00

Other Long Term Liabilities                           0.00                      0.00

                                            --------------            --------------
Total Liabilities                                     0.00                 75,000.00


OTHER

Liabilities Subject to Compromise            31,882,948.00             40,041,676.00

                                            --------------            --------------
Total Other                                  31,882,948.00             40,041,676.00


OWNER'S EQUITY

Common Stock                                          0.00                      0.00

Add'l Paid In Capital                                 0.00                      0.00

Current Net Income (Loss)                   (38,842,230.33)            (4,661,527.14)

Retained Earnings                            (6,391,522.38)            (1,702,681.79)

                                            --------------            --------------
Total Owner's Equity                        (45,233,752.71)           (6,364,208.93)

                                            --------------            --------------
Total Liabilities & Equity                  (13,350,804.71)            33,752,467.07
                                            ==============            ==============




Cape Cod Light, LLC               ATTACHMENT 6                   01-10962 (JCA)
                            Summary List of Due To/
                               Due From Accounts
                       For the Month Ended June 30, 2002




                                                                 BEGINNING                                              ENDING
AFFILIATE NAME                            CASE NUMBER             BALANCE             DEBITS       CREDITS             BALANCE
                                                                                                   
American Classic Voyages Co.                01-10954            1,670,131.78            --            --            1,670,131.78
AMCV Cruise Operations, Inc.                01-10967           (3,950,183.20)           --            --           (3,950,183.20)
The Delta Queen Steamboat Co.               01-10970            1,404,059.37            --            --            1,404,059.37
DQSB II, Inc.                               01-10974                  (82.74)           --            --                  (82.74)
Great AQ Steamboat, L.L.C                   01-10960              500,000.00            --            --              500,000.00
Great River Cruise Line, L.L.C              01-10963                  270.05            --            --                  270.05
Great Ocean Cruise Line, L.L.C              01-10959               (4,980.00)           --            --               (4,980.00)
Cruise America Travel, Incorporated         01-10966               (2,706.08)           --            --               (2,706.08)
Delta Queen Coastal Voyages, L.L.C          01-10964               (5,769.44)        30.64            --               (5,738.80)
Cape May Light, L.L.C                       01-10961                8,675.31            --            --                8,675.31
Project America, Inc.                       N/A                   (52,500.00)           --            --              (52,500.00)
Oceanic Ship Co.                            N/A                    42,930.22            --            --               42,930.22
Project America Ship II, Inc.               N/A                    97,472.74            --            --               97,472.74
Ocean Development Co.                       01-10972          (13,058,475.55)           --            --          (13,058,475.55)
American Hawaii Properties Corporation      01-10976              (31,777.30)           --            --              (31,777.30)
Great Independence Ship Co.                 01-10969               32,099.49            --            --               32,099.49
                                                              ------------------------------------------------------------------
                                                              (13,350,835.35)        30.64            --          (13,350,804.71)
                                                              ==================================================================






                             Cape Cod Light, L.L.C.
                                 01-10962 (JCA)




                           Accounts Receivable Aging
                              As of June 30, 2002







                                  Attachment 7


                                 Not Applicable




                             Cape Cod Light, L.L.C.
                                 01-10962 (JCA)




                            Accounts Payable Detail
                              As of June 30, 2002







                                  Attachment 8


                                 Not Applicable


DEBTOR:  CAPE COD LIGHT, L.L.C.                    CASE NUMBER:  01-10962 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       The Debtor and three other Debtors completed the forfeiture of four
         vessels to the Maritime Administration, the secured creditor of each
         vessel, during June. Accordingly, the Debtor wrote-off the carrying
         value of its vessel and related assets. The net loss of disposition
         totaled $38.7 million.

2.       Restricted cash represented escrowed proceeds from debt issued to
         finance the construction of the Cape Cod Light. The debt is guaranteed
         by, and the restricted cash is controlled by, the U.S. Maritime
         Administration. The Debtor offset this cash against the outstanding
         debt, which was previously reclassified as a liability subject to
         compromise.

EX-99.6

                                                                   EXHIBIT 99.6


DEBTOR:  GREAT RIVER CRUISE LINE, L.L.C.           CASE NUMBER:  01-10963 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.





/s/ STEVE MOELLER
- ----------------------------
Steve Moeller
Director, Accounting



DEBTOR:  GREAT RIVER CRUISE LINE, L.L.C.           CASE NUMBER:  01-10963 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



20-Jul-02                Summary Of Bank, Investment               Attachment 1
3:19 PM                     & Petty Cash Accounts
Summary                Great River Cruise Line, L.L.C.                UNAUDITED
Great River                Case No: 01-10963 (JCA)
Cruise Line, LLC          For Month Of June, 2002




                                         Balances
                              ------------------------------          Receipts &              Bank
                                 Opening          Closing           Disbursements          Statements         Account
Account                       As Of 6/01/02    As Of 6/30/02          Included              Included         Reconciled
- -------                       -------------    -------------        -------------          ----------        ----------
                                                                                              
Delta Queen Steamer             92,531.04        11,195.31            Yes                  No - Not            Yes
Hibernia                                                                                   Concentration
Account # - 812-395-270                                                                    Account

Delta Queen                          0.00             0.00            No -                 Not A Bank          No
Petty Cash                                                            No Activity          Account




20-Jul-02                    Receipts & Disbursements              Attachment 2
3:20 PM                 Great River Cruise Line, L.L.C.
R&D - Hibernia -             Case No: 01-10963 (JCA)                  UNAUDITED
DQ Steamer                          Hibernia
                              Delta Queen Steamer
                            Account # - 812-395-270
                              1 Jun 02 - 30 Jun 02


                                                      
Opening Balance - 1 Jun 02
                                      92,531.04

Receipts





                                     ----------
                                           0.00             Total Receipts


Disbursements

                                     (60,000.00)            To The Delta Queen Steamboat Co. -
                                                              Hibernia - DQ Payroll Account (812-395-289)
                                      (1,876.50)            Lay-Up - Waste Removal
                                        (350.00)            Crew Maintenance (P&I)
                                        (450.03)            Crew Pay-Off - Start-Up





                                     ----------
                                     (62,676.53)            Total Disbursements (* See Footnote)



Closing Balance - 30 Jun 02
                                      11,195.31




*        $18,659.20 Of Disbursements Not Reflected In Disbursements Above Due
         To Being Reimbursed By Buyer Of Assets At Closing.



20-Jul-02                 Concentration & Investment               Attachment 3
3:22 PM                        Account Statements
Summary                 Great River Cruise Line, L.L.C.
Great River                 Case No: 01-10963 (JCA)
Cruise Line, LLC            For Month Of June, 2002
Attach 3


          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:26
INCOME STATEMENT - ATTACHMENT 4                        Page:   1
Current Period: JUN-02

currency USD
Company=22 (DELTA QUEEN)




                                      PTD-Actual
                                       30-Jun-02
                                      ----------

                                   
Revenue
Gross Revenue                         (10,457.80)
Allowances                                 0.00
                                      ---------
Net Revenue                           (10,457.80)

Operating Expenses
Air                                        0.00
Hotel                                      0.00
Commissions                                0.00
Onboard Expenses                           0.00
Passenger Expenses                         0.00
Vessel Expenses                       (1,749.12)
Layup/Drydock Expense                      0.00
Vessel Insurance                         967.43
                                      ---------
Total Operating Expenses                (781.69)

                                      ---------
Gross Profit                          (9,676.11)

SG&A Expenses
Sales & Marketing                          0.00
Start-Up Costs                             0.00
                                      ---------
Total SG&A Expenses                        0.00

                                      ---------
EBITDA                                (9,676.11)

Depreciation                               0.00

                                      ---------
Operating Income                      (9,676.11)

Other Expense/(Income)
Interest Income                            0.00
Equity in Earnings for Sub                 0.00
Reorganization expenses                    0.00
                                      ---------
Total Other Expense/(Income)               0.00

                                      ---------
Net Pretax Income/(Loss)              (9,676.11)

Income Tax Expense                         0.00

                                      ---------
Net Income/(Loss)                     (9,676.11)
                                      =========




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:29
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02

currency USD
Company=22 (DELTA QUEEN)




                                              YTD-Actual               YTD-Actual
                                               30-Jun-02                22-Oct-02
                                             -------------            -------------

                                                                
ASSETS

Cash and Equivalent                               8,334.95                64,522.98

Restricted Cash                                       0.00                     0.00

Accounts Receivable                                 500.00                33,451.42

Inventories                                           0.00               270,331.59

Prepaid Expenses                                      0.00                37,922.40

Other Current Assets                                  0.00                14,555.00

                                             -------------            -------------
Total Current Assets                              8,834.95               420,783.39


Fixed Assets                                          0.00            27,296,694.44

Accumulated Depreciation                              0.00            (15,065,339.51)

                                             -------------            -------------
Net Fixed Assets                                      0.00            12,231,354.93


Net Goodwill                                          0.00                     0.00

Intercompany Due To/From                     (6,339,053.86)           (9,202,583.95)

Net Deferred Financing Fees                           0.00                     0.00

Net Investment in Subsidiaries                        0.00                     0.00

                                             -------------            -------------
Total Other Assets                           (6,339,053.86)           (9,202,583.95)

                                             -------------            -------------
Total Assets                                 (6,330,218.91)            3,449,554.37
                                             =============            =============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:29
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02

currency USD
Company=22 (DELTA QUEEN)




                                              YTD-Actual               YTD-Actual
                                               30-Jun-02                22-Oct-02
                                             -------------            -------------

                                                                
LIABILITIES

Accounts Payable                                    689.27                 5,758.93

Accrued Liabilities                                   0.00               715,443.75

Deposits                                              0.00             2,045,629.83

                                             -------------            -------------
Total Current Liabilities                           689.27             2,766,832.51


Long Term Debt                                        0.00                     0.00

Other Long Term Liabilities                           0.00                     0.00

                                             -------------            -------------
Total Liabilities                                   689.27             2,766,832.51


OTHER

Liabilities Subject to Compromise               540,730.95               490,370.44

                                             -------------            -------------
Total Other                                     540,730.95               490,370.44


OWNER'S EQUITY

Common Stock                                          0.00                     0.00

Add'l Paid In Capital                         3,701,000.00             3,701,000.00

Current Net Income (Loss)                    (7,486,660.68)           (2,206,220.03)

Retained Earnings                            (3,085,978.45)           (1,302,428.55)

                                             -------------            -------------
Total Owner's Equity                         (6,871,639.13)              192,351.42

                                             -------------            -------------
Total Liabilities & Equity                   (6,330,218.91)            3,449,554.37
                                             =============            =============




Great River Cruise                ATTACHMENT 6                   01-10962 (JCA)
Line, LLC                   Summary List of Due To/
                               Due From Accounts
                       For the Month Ended June 30, 2002




                                                              BEGINNING                                              ENDING
AFFILIATE NAME                              CASE NUMBER        BALANCE              DEBITS         CREDITS          BALANCE
                                                                                                  
American Classic Voyages Co.                 01-10954       (6,702,809.08)         2,508.63       2,086.10       (6,702,386.55)
AMCV Cruise Operations, Inc.                 01-10967       (9,443,779.62)         1,650.00       3,790.84       (9,445,920.46)
The Delta Queen Steamboat Co.                01-10970       10,421,984.53        120,179.37             --       10,542,163.90
DQSB II, Inc.                                01-10974             (367.05)               --             --             (367.05)
Great AQ Steamboat, L.L.C                    01-10960          168,013.44                --             --          168,013.44
Great Pacific NW Cruise Line, L.L.C          01-10977            4,812.08                --             --            4,812.08
Great Ocean Cruise Line, L.L.C               01-10959          503,950.75                --             --          503,950.75
Cruise America Travel, Incorporated          01-10966       (1,419,142.24)               --             --       (1,419,142.24)
Delta Queen Coastal Voyages, L.L.C           01-10964           18,978.71                --             --           18,978.71
Cape Cod Light, L.L.C                        01-10962             (270.05)               --             --             (270.05)
Cape May Light, L.L.C                        01-10961           33,543.95                --             --           33,543.95
Project America, Inc.                        N/A               (11,144.65)               --             --          (11,144.65)
Oceanic Ship Co.                             N/A                  (257.75)               --             --             (257.75)
Great Hawaiian Cruise Line, Inc.             01-10975              (60.73)               --             --              (60.73)
Great Hawaiian Properties Corporation        01-10971          (41,555.00)               --             --          (41,555.00)
American Hawaii Properties Corporation       01-10976            9,562.38                --             --            9,562.38
CAT II, Inc.                                 01-10968            1,025.41                --             --            1,025.41
                                                            ------------------------------------------------------------------
                                                            (6,457,514.92)       124,338.00       5,876.94       (6,339,053.86)
                                                            ==================================================================




GREAT RIVER CRUISE LINE, L.L.C.                         CASE #:  01-10963 (JCA)


ACCOUNTS RECEIVABLE RECONCILIATION AND AGING




DETAIL:                                        0-30 DAYS        31-60 DAYS        61-90 DAYS      91+ DAYS        TOTAL

                                                                                                   
Paymentech Credit Card Processor                                                                          0.00            0.00
American Express Credit Card Processor                                                                                    0.00
Discover Credit Card Processor                                                                                            0.00
Diners Credit Card Processor                                                                                              0.00
Travel Agents                                                                                                             0.00
Crew Member                                                                                             500.00          500.00

                                               -------------    --------------    -------------   -------------   -------------
Total                                                  0.00              0.00             0.00          500.00          500.00
                                               =============    ==============    =============   =============   =============



                                                                 ATTACHMENT # 7



                                  DELTA QUEEN
                               AP-STEAMER CHECKS
                              22-000-221300-00000

                                    JUNE-02


                                                       
OUTSTANDING CHECKS:
         12333 M. Richardson-Walmart                       40.00
         12335 J. Blasier-Capitol One                      20.00
         12385 J. Blasier-K. Hansen                       150.00
         12399 Peoria Historical Society                  120.00
         12404 Anthony May-Verizon                        200.00
         12408 Peoria Historical Society                  160.00

                                                          -------
         Total per G/L:                                   690.00
                                                          =======




ATTACHMENT # 8



DEBTOR:  GREAT RIVER CRUISE LINE, L.L.C.           CASE NUMBER:  01-10963 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       The Mississippi Queen, owned by the related Debtor Great Ocean Cruise
         Line, LLC ("Great Ocean"), resumed voyage sailing on May 7, 2002 (the
         "cut-off date"). Pursuant to the asset purchase agreement dated May
         31, 2002 (the "close date"), the revenue and expenses between the
         cut-off date and the close date accrued to the benefit of the
         Purchaser. The cash disbursements for such expenses, made on behalf of
         Great Ocean as part of the Debtors' commingled cash system, are not
         reflected herein on Attachment 2. An accounts receivable for these
         disbursements has been recorded on The Delta Queen Steamboat Co's
         books. due to the Debtors' commingled cash management system.

EX-99.7

                                                                    EXHBIT 99.7


DEBTOR:  DELTA QUEEN COASTAL VOYAGES, L.L.C.       CASE NUMBER:  01-10964 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- ---------------------------
Steve Moeller
Director, Accounting



DEBTOR:  DELTA QUEEN COASTAL VOYAGES, L.L.C.       CASE NUMBER:  01-10964 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



20-Jul-02                      Summary Of Bank And                 Attachment 1
3:25 PM                        Investment Accounts
Summary                Delta Queen Coastal Voyages, L.L.C.            UNAUDITED
Delta Queen Coastal          Case No: 01-10964 (JCA)
Voyages, LLC                 For Month Of June, 2002




                                        Balances
                            ------------------------------         Receipts &         Bank
                                Opening          Closing          Disbursements     Statements      Account
Account                     As Of 6/01/02    As Of 6/30/02          Included         Included      Reconciled
- -------                     -------------    -------------        -------------     ----------     ----------
                                                                                    
No Bank Or Investment              NA               NA                NA                NA            NA
Accounts




20-Jul-02                     Receipts & Disbursements             Attachment 2
3:25 PM                 Delta Queen Coastal Voyages, L.L.C.
Summary                      Case No: 01-10964 (JCA)
Delta Queen Coastal          For Month Of June, 2002
Voyages, LLC
Attach 2


       No Receipts Or Disbursements Due To No Bank Or Investment Accounts



20-Jul-02                   Concentration & Investment             Attachment 3
3:26 PM                         Account Statements
Summary                  Delta Queen Coastal Voyages, L.L.C.
Delta Queen Coastal           Case No: 01-10964 (JCA)
Voyages, LLC                 For Month Of June, 2002
Attach 3


          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:36
INCOME STATEMENT - ATTACHMENT 4                        Page:   1
Current Period: JUN-02

currency USD
Company=30 (DELTA QUEEN COAST VOY)




                                          PTD-Actual
                                          30-Jun-02
                                        --------------

                                     
Revenue
Gross Revenue                                     0.00
Allowances                                        0.00
                                        --------------
Net Revenue                                       0.00

Operating Expenses
Air                                               0.00
Hotel                                             0.00
Commissions                                       0.00
Onboard Expenses                                  0.00
Passenger Expenses                                0.00
Vessel Expenses                                   0.00
Layup/Drydock Expense                             0.00
Vessel Insurance                                  0.00
                                        --------------
Total Operating Expenses                          0.00

                                        --------------
Gross Profit                                      0.00

SG&A Expenses
Sales & Marketing                                 0.00
Start-Up Costs                                    0.00
                                        --------------
Total SG&A Expenses                               0.00

                                        --------------
EBITDA                                            0.00

Depreciation                                      0.00

                                        --------------
Operating Income                                  0.00

Other Expense/(Income)
Interest Income                                   0.00
Equity in Earnings for Sub              (82,154,798.91)
Reorganization expenses                           0.00
                                        --------------
Total Other Expense/(Income)             82,154,798.91

                                        --------------
Net Pretax Income/(Loss)                (82,154,798.91)

Income Tax Expense                                0.00

                                        --------------
Net Income/(Loss)                       (82,154,798.91)
                                        ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:41
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02

currency USD
Company=30 (DELTA QUEEN COAST VOY)




                                               YTD-Actual                YTD-Actual
                                                30-Jun-02                 22-Oct-02
                                             --------------            --------------

                                                                 
ASSETS

Cash and Equivalent                                    0.00                      0.00

Restricted Cash                                        0.00                      0.00

Accounts Receivable                                    0.00                      0.00

Inventories                                            0.00                      0.00

Prepaid Expenses                                       0.00                      0.00

Other Current Assets                                   0.00                      0.00

                                             --------------            --------------
Total Current Assets                                   0.00                      0.00


Fixed Assets                                           0.00                      0.00

Accumulated Depreciation                               0.00                      0.00

                                             --------------            --------------
Net Fixed Assets                                       0.00                      0.00


Net Goodwill                                           0.00                      0.00

Intercompany Due To/From                        (412,107.06)              (411,482.06)

Net Deferred Financing Fees                            0.00                      0.00

Net Investment in Subsidiaries               (95,928,066.39)           (12,652,491.22)

                                             --------------            --------------
Total Other Assets                           (96,340,173.45)           (13,063,973.28)

                                             --------------            --------------
Total Assets                                 (96,340,173.45)           (13,063,973.28)
                                             ==============            ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:41
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02

currency USD
Company=30 (DELTA QUEEN COAST VOY)




                                               YTD-Actual                YTD-Actual
                                                30-Jun-02                 22-Oct-02
                                             --------------            --------------

                                                                 
LIABILITIES

Accounts Payable                                       0.00                      0.00

Accrued Liabilities                                    0.00                      0.00

Deposits                                               0.00                      0.00

                                             --------------            --------------
Total Current Liabilities                              0.00                      0.00


Long Term Debt                                         0.00                      0.00

Other Long Term Liabilities                   (2,896,625.10)            (2,896,625.10)

                                             --------------            --------------
Total Liabilities                             (2,896,625.10)            (2,896,625.10)


OTHER

Liabilities Subject to Compromise                      0.00                      0.00

                                             --------------            --------------
Total Other                                            0.00                      0.00


OWNER'S EQUITY

Common Stock                                           0.00                      0.00

Add'l Paid In Capital                                  0.00                      0.00

Current Net Income (Loss)                    (82,581,904.06)            (6,703,754.04)

Retained Earnings                            (10,861,644.29)            (3,463,594.14)

                                             --------------            --------------
Total Owner's Equity                         (93,443,548.35)           (10,167,348.18)

                                             --------------            --------------
Total Liabilities & Equity                   (96,340,173.45)           (13,063,973.28)
                                             ==============            ==============




Delta Queen                       ATTACHMENT 6                   01-10962 (JCA)
Coastal Voyages, LLC        Summary List of Due To/
                               Due From Accounts
                       For the Month Ended June 30, 2002




                                                             BEGINNING                                                  ENDING
AFFILIATE NAME                           CASE NUMBER          BALANCE             DEBITS            CREDITS            BALANCE
                                                                                                      
American Classic Voyages Co.              01-10954          (934,299.38)               --                --          (934,299.38)
AMCV Cruise Operations, Inc.              01-10967          190,721.38                 --                --          190,721.38
The Delta Queen Steamboat Co.             01-10970          906,024.08           5,174.88                --          911,198.96
Great AQ Steamboat, L.L.C                 01-10960          (144,264.37)               --                --          (144,264.37)
Great Pacific NW Cruise Line, L.L.C       01-10977          (118,887.26)               --                --          (118,887.26)
Great River Cruise Line, L.L.C            01-10963          (18,978.71)                --                --          (18,978.71)
Great Ocean Cruise Line, L.L.C            01-10959          (85,950.95)                --                --          (85,950.95)
Cape Cod Light, L.L.C                     01-10962            5,769.44                 --             30.64            5,738.80
Cape May Light, L.L.C                     01-10961          (212,241.29)            30.64          5,174.88          (217,385.53)
                                                            -------------------------------------------------------------------
                                                            (412,107.06)         5,205.52          5,205.52          (412,107.06)
                                                            ===================================================================






                      Delta Queen Coastal Voyages, L.L.C.
                                 01-10964 (JCA)




                           Accounts Receivable Aging
                              As of June 30, 2002







                                  Attachment 7


                                 Not Applicable




                      Delta Queen Coastal Voyages, L.L.C.
                                 01-10964 (JCA)




                            Accounts Payable Detail
                              As of June 30, 2002







                                  Attachment 8


                                 Not Applicable


DEBTOR:  DELTA QUEEN COASTAL VOYAGES, L.L.C.       CASE NUMBER:  01-10964 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

EX-99.8

                                                                   EXHIBIT 99.8


DEBTOR:  DQSC PROPERTY CO.                         CASE NUMBER:  01-10965 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that DQSC Property Co. was inactive for the above
referenced period and, to the best of my knowledge, the foregoing is true and
correct.


/s/ STEVE MOELLER
- ---------------------------
Steve Moeller
Director, Accounting

EX-99.9

                                                                   EXHIBIT 99.9


DEBTOR:  CRUISE AMERICA TRAVEL, INCORPORATED       CASE NUMBER:  01-10966 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that Cruise America Travel, Incorporated was inactive
for the above referenced period and, to the best of my knowledge, the foregoing
is true and correct.


/s/ STEVE MOELLER
- ----------------------------
Steve Moeller
Director, Accounting

EX-99.10

                                                                  EXHIBIT 99.10


DEBTOR:  AMCV CRUISE OPERATIONS, INC.              CASE NUMBER:  01-10967 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- ----------------------------
Steve Moeller
Director, Accounting



DEBTOR:  AMCV CRUISE OPERATIONS, INC.              CASE NUMBER:  01-10967 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



20-Jul-02                  Summary Of Bank,Investment              Attachment 1
3:35 PM                      & Petty Cash Accounts
Summary                    AMCV Cruise Operations, Inc.               UNAUDITED
AMCV Cruise                 Case No: 01-10967 (JCA)
Operations, Inc.            For Month Of June, 2002




                                                Balances
                                     ------------------------------          Receipts &           Bank
                                       Opening           Closing           Disbursements        Statements        Account
Account                              As Of 6/01/02    As Of 6/30/02          Included            Included        Reconciled
- -------                              -------------    -------------        -------------       -----------       ----------
                                                                                                  
AHC - Certificate Of Deposit *         25,000.00         25,000.00            Yes              No - Not              Yes
Bank One                                                                                       Concentration
Account # - 880058451981                                                                       Account

AHC - Certificate Of Deposit *         25,000.00         25,000.00            Yes              No - Not              Yes
Bank One                                                                                       Concentration
Account # - 880058452369                                                                       Account

AMCV Cruise Ops                         5,116.69         35,556.07            Yes              Yes                   Yes
Master Cash
First Union National Bank
Account # - 2090002602362

AMCV Escrow - Gohagan                       0.00              0.00            Yes              No - Not              Yes
LaSalle Bank                                                                                   Concentration
Account # - 62-8766-40-4                                                                       Account

American Classic Voyages                    0.00              0.00            No -             No -                  No -
Fleet Bank                                                                    Account          Account               Account
Account # - 941-9148945                                                       closed           closed                closed

New Orleans / Weston Offices              825.45            718.96            Yes              Not A Bank            Yes
Petty Cash                                                                                     Account



*        Proceeds From Matured Certificates Of Deposit Being Retained By Bank
         One While They Pursue Recovery Of Equivalent Amounts Relating To
         Letters Of Credits That Were Exercised After The Filing For Bankruptcy
         Where These Certificates Of Deposits Were Collateral



20-Jul-02                   Receipts & Disbursements             Attachment 2-1
3:36 PM                   AMCV Cruise Operations, Inc.
R&D - Bank One -             Case No: 01-10967 (JCA)                  UNAUDITED
AHC CD (86)                        Bank One
                           AHC Certificate Of Deposit
                            Account # - 880058451981
                              1 Jun 02 - 30 Jun 02


                                                  
Opening Balance - 1 Jun 02
                                  25,000.00


Receipts






                                  ---------
                                       0.00             Total Receipts


Disbursements






                                  ---------
                                       0.00             Total Disbursements



Closing Balance - 30 Jun 02
                                  25,000.00





20-Jul-02                    Receipts & Disbursements            Attachment 2-2
3:38 PM                   AMCV Cruise Operations, Inc.
R&D - Bank One -             Case No: 01-10967 (JCA)                  UNAUDITED
AHC CD (87)                        Bank One
                           AHC Certificate Of Deposit
                            Account # - 880058452369
                              1 Jun 02 - 30 Jun 02


                                                  
Opening Balance - 1 Jun 02
                                  25,000.00


Receipts






                                  ---------
                                       0.00             Total Receipts


Disbursements






                                  ---------
                                       0.00             Total Disbursements



Closing Balance - 30 Jun 02
                                  25,000.00





20-Jul-02                    Receipts & Disbursements            Attachment 2-3
3:39 PM                   AMCV Cruise Operations, Inc.
R&D - First Union           Case No: 01-10967 (JCA)                   UNAUDITED
AMCV Cruise Ops                   First Union
Master Cash               AMCV Cruise Ops Master Cash
                           Account # - 2090002602362
                              1 Jun 02 - 30 Jun 02


                                                   
Opening Balance - 1 Jun 02
                                    5,116.69


Receipts
                                   30,336.12             Misc Deposits

                                      186.10             From AMCV Cruise Ops - LaSalle Bank -
                                                           Gohagan Escrow - Account (62-8766-40-4)




                                   ---------
                                   30,522.22             Total Receipts


Disbursements




                                      (82.84)            Bank Fees

                                   ---------
                                      (82.84)            Total Disbursements



Closing Balance - 30 Jun 02
                                   35,556.07





20-Jul-02                    Receipts & Disbursements            Attachment 2-4
3:40 PM                   AMCV Cruise Operations, Inc.
R&D - LaSalle                Case No: 01-10967 (JCA)                  UNAUDITED
AMCV Escrow -                       LaSalle
Gohagan                      AMCV Escrow - Gohagan
                            Account # - 62-8766-40-4
                              1 Jun 02 - 30 Jun 02


                                               
Opening Balance - Jun 02
                                           0.00


Receipts
                                         186.10      Interest Earned





                                        -------
                                         186.10      Total Receipts


Disbursements

                                        (186.10)     To AMCV Cruise Ops - First Union National Bank -
                                                       AMCV Cruise Ops - Account (2090002602362)



                                        -------
                                        (186.10)     Total Disbursements



Closing Balance - 30 Jun 02
                                           0.00





20-Jul-02                   Receipts & Disbursements             Attachment 2-5
3:41 PM                   AMCV Cruise Operations, Inc.
R&D - NOLA                   Case No: 01-10967 (JCA)                  UNAUDITED
Petty Cash                 New Orleans-Weston Offices
                                   Petty Cash
                                 Account # - NA
                              1 Jun 02 - 30 Jun 02


                                                 
Opening Balance - 1 Jun 02
                                           825.45


Receipts









                                          -------
                                             0.00      Total Receipts


Disbursements


                                           (75.00)     Cleaning Services
                                           (11.00)     Courier
                                            (4.30)     Postage
                                           (16.19)     Miscellaneous Supplies



                                          -------
                                          (106.49)     Total Disbursements



Closing Balance - 30 Jun 02
                                           718.96





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:38
INCOME STATEMENT - ATTACHMENT 4                        Page:   1
Current Period: JUN-02

currency USD
Company=15 (AMCV OPS)




                                          PTD-Actual
                                          30-Jun-02
                                        --------------

                                     
Revenue
Gross Revenue                                     0.00
Allowances                                        0.00
                                        --------------
Net Revenue                                       0.00

Operating Expenses
Air                                               0.00
Hotel                                             0.00
Commissions                                       0.00
Onboard Expenses                                  0.00
Passenger Expenses                                0.00
Vessel Expenses                                   0.00
Layup/Drydock Expense                             0.00
Vessel Insurance                                  0.00
                                        --------------
Total Operating Expenses                          0.00

                                        --------------
Gross Profit                                      0.00

SG&A Expenses
General and Admin Expenses                  105,950.54
Sales & Marketing                            (1,130.50)
Start-Up Costs                                    0.00
                                        --------------
Total SG&A Expenses                         104,820.04

                                        --------------
EBITDA                                     (104,820.04)

Depreciation                                      0.00

                                        --------------
Operating Income                           (104,820.04)

Other Expense/(Income)
Interest Income                                   0.00
Equity in Earnings for Sub              (583,112,792.98)
Reorganization expenses                     239,835.26
                                        --------------
Total Other Expense/(Income)            583,352,628.24

                                        --------------
Net Pretax Income/(Loss)                (583,457,448.28)

Income Tax Expense                                0.00

                                        --------------
Net Income/(Loss)                       (583,457,448.28)
                                        ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:45
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02

currency USD
Company=15 (AMCV OPS)




                                                YTD-Actual                YTD-Actual
                                                30-Jun-02                  22-Oct-02
                                             ---------------            --------------

                                                                  
ASSETS

Cash and Equivalent                               (18,806.10)             1,723,947.86

Restricted Cash                                         0.00                219,000.00

Marketable Securities                              50,000.00                 50,000.00

Accounts Receivable                                 7,561.06                 99,684.62

Inventories                                             0.00                      0.00

Prepaid Expenses                                  259,479.15                522,662.13

Other Current Assets                               20,942.96                  1,750.00

                                             ---------------            --------------
Total Current Assets                              319,177.07              2,617,044.61


Fixed Assets                                            0.00              9,371,627.23

Accumulated Depreciation                                0.00               (453,764.30)

                                             ---------------            --------------
Net Fixed Assets                                        0.00              8,917,862.93


Net Goodwill                                            0.00                      0.00

Intercompany Due To/From                       (3,941,395.68)             2,150,807.43

Net Deferred Financing Fees                             0.00                      0.00

Net Investment in Subsidiaries               (521,680,758.49)            66,329,274.35

                                             ---------------            --------------
Total Other Assets                           (525,622,154.17)            68,480,081.78

                                             ---------------            --------------
Total Assets                                 (525,302,977.10)            80,014,989.32
                                             ===============            ==============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:45
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02

currency USD
Company=15 (AMCV OPS)




                                               YTD-Actual                 YTD-Actual
                                                30-Jun-02                  22-Oct-02
                                             ---------------            --------------

                                                                  
LIABILITIES

Accounts Payable                                  160,198.77                  5,363.60

Accrued Liabilities                                93,930.36                289,488.87

Deposits                                                0.00                      0.00

                                             ---------------            --------------
Total Current Liabilities                         254,129.13                294,852.47


Long Term Debt                                          0.00                      0.00

Other Long Term Liabilities                             0.00                      0.00

                                             ---------------            --------------
Total Liabilities                                 254,129.13                294,852.47


OTHER

Liabilities Subject to Compromise              29,493,269.30             32,307,000.02

                                             ---------------            --------------
Total Other                                    29,493,269.30             32,307,000.02


OWNER'S EQUITY

Common Stock                                       10,440.25                 10,440.25

Add'l Paid In Capital                         112,772,392.56            112,772,392.56

Current Net Income (Loss)                    (600,072,074.77)           (37,037,717.81)

Retained Earnings                             (67,761,133.57)           (28,331,978.17)

                                             ---------------            --------------
Total Owner's Equity                         (555,050,375.53)            47,413,136.83

                                             ---------------            --------------
Total Liabilities & Equity                   (525,302,977.10)            80,014,989.32
                                             ===============            ==============




AMCV Cruise                       ATTACHMENT 6                   01-10967 (JCA)
Operations, Inc.            Summary List of Due To/
                               Due From Accounts
                       For the Month Ended June 30, 2002




                                                             BEGINNING                                                  ENDING
AFFILIATE NAME                             CASE NUMBER        BALANCE              DEBITS          CREDITS             BALANCE

                                                                                                    
American Classic Voyages Co.                01-10954      (48,693,943.29)        471,672.77      1,954,158.76      (50,176,429.28)
AMCV Holdings, Inc.                         01-10973         (638,138.36)             15.00          1,500.00         (639,623.36)
The Delta Queen Steamboat Co.               01-10970      (133,864,653.70)     2,238,127.32      1,449,795.02      (133,076,321.40)
DQSB II, Inc.                               01-10974            2,330.40                 --                --            2,330.40
Great AQ Steamboat, L.L.C                   01-10960       22,858,441.96           4,265.81          1,650.00       22,861,057.77
Great Pacific NW Cruise Line, L.L.C         01-10977        9,429,154.78           4,175.50                --        9,433,330.28
Great River Cruise Line, L.L.C              01-10963        9,443,779.62          17,991.39         15,850.55        9,445,920.46
Great Ocean Cruise Line, L.L.C              01-10959       22,033,773.41          31,619.21          1,633.62       22,063,759.00
Cruise America Travel, Incorporated         01-10966        4,057,165.15                 --                --        4,057,165.15
Delta Queen Coastal Voyages, L.L.C          01-10964         (190,721.38)             30.64             30.64         (190,721.38)
Cape Cod Light, L.L.C                       01-10962        3,950,183.20                 --                --        3,950,183.20
Cape May Light, L.L.C                       01-10961        8,123,934.77             968.82                --        8,124,903.59
Project America, Inc.                       N/A            (4,501,177.23)                --                --       (4,501,177.23)
Oceanic Ship Co.                            N/A            57,688,243.12             336.00                --       57,688,579.12
Project America Ship I, Inc.                N/A               111,968.41                 --                --          111,968.41
Ocean Development Co.                       01-10972        1,559,238.61                 --                --        1,559,238.61
Great Hawaiian Cruise Line, Inc.            01-10975          (22,292.97)                --                --          (22,292.97)
Great Hawaiian Properties Corporation       01-10971       (6,116,875.06)                --                --       (6,116,875.06)
American Hawaii Properties Corporation      01-10976        5,188,990.02                 --                --        5,188,990.02
Great Independence Ship Co.                 01-10969       36,656,636.93                 --                --       36,656,636.93
CAT II, Inc.                                01-10968        9,637,982.06                 --                --        9,637,982.06
                                                          -----------------------------------------------------------------------
                                                           (3,285,979.55)      2,769,202.46      3,424,618.59       (3,941,395.68)
                                                          =======================================================================




AMCV CRUISE OPERATIONS, INC.                             CASE #: 01-10967 (JCA)

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING




DETAIL:                                        0-30 DAYS        31-60 DAYS        61-90 DAYS       91+ DAYS        TOTAL

                                                                                                    
Paymentech Credit Card Processor                                                                       0.00            0.00
American Express Credit Card Processor                                                                                 0.00
Discover Credit Card Processor                                                                                         0.00
Diners Credit Card Processor                                                                                           0.00
BankOne                                         7,561.06                                                           7,561.06
Crew Member                                                                                            0.00            0.00

                                               ---------        -----------       ---------        --------        --------
Total                                           7,561.06              0.00             0.00            0.00        7,561.06
                                               =========        ===========       =========        ========        ========



                                                                 ATTACHMENT # 7



ACCOUNTS PAYABLE TRIAL BALANCE
AS OF JUNE 30, 2002

LIABILITY ACCOUNT:  15-000-220102-00000


SUPPLIER NAME                        INVOICE NUMBER           INVOICE DATE      REMAINING AMOUNT    INVOICE DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------
                                                                                        
AMERICAN MARITIME OFFICERS             0502MPB                31-May-02         $ 10,758.47         MAY'02 MEDICAL PLAN
                                       0502VAC                31-May-02         $  1,302.20         MAY'02 VACATION PLAN
                                       0502VACALL             31-May-02         $  9,084.76         MAY'02 PENSION PLAN
                                       Total for Supplier:                      $ 21,145.43

AMO 401(K) Plan                        WP052402               24-May-02         $  1,079.48

AMO INLAND WATER OPT                   0502DUES               31-May-02         $  1,525.50         MAY'02 AMO PLAN DUES &
                                                                                                    INITIATIONS WITHHELD

AUTOMATIC DATA PROCESSING              540240                 14-Jun-02         $    118.87
                                       539826                 7-Jun-02          $      2.00
                                       540817                 14-Jun-02         $     62.64
                                       541316                 21-Jun-02         $      2.00
                                       539307                 7-Jun-02          $      2.00
                                       541875                 21-Jun-02         $      3.34
                                       541844                 21-Jun-02         $      2.00
                                                                                $    192.85

BENTON COUNTY TRUSTEE                  123101                 31-Dec-01         $  1,549.91         PROPERTY ADDRESS BL000400

BILL NOBLES, TRUSTEE                   123101B                31-Dec-01         $  1,704.40         BILL NUMBER 145214
                                       123101A                31-Dec-01         $  1,963.66         BILL NUMBER 145375
                                       Total for Supplier:                      $  3,668.06

BOB PATTERSON, TRUSTEE                 123101B                31-Dec-01         $  7,025.24         FOLIO NUMBER 6BL-0004-0-00000-0
                                       123101A                31-Dec-01         $  5,059.38         FOLIO NUMBER 1BL-0004-0-00000-0
                                       Total for Supplier:                      $ 12,084.62

BROWNING-FERRIS INDUSTRIES             0221820-020100-0278    31-Jan-02         $ (1,097.64)

CARL E. LEVI, CITY TREASURER           123101                 31-Dec-01         $  1,400.93         BILL # 76013

CHARLIE CALDWELL, TRUSTEE              123101B                31-Dec-01         $  2,807.17         ACCOUNT NUMBER 000000516
                                       123101A                31-Dec-01         $  2,459.26         ACCOUNT NUMBER 000000340
                                       Total for Supplier:                      $  5,266.43

CITY OF PORTLAND                       123101                 31-Dec-01         $    100.00         AMERICAN CLASSIC VOYAGES, INC.

CITY TAX COLLECTOR                     123101                 31-Dec-01         $     51.77         PROPERTY ADDRESS BL000400

COUNTY TRUSTEE                         123101                 31-Dec-01         $  1,299.20         PROPERTY ADDRESS BL000400

DECATUR COUNTY TRUSTEE                 123101                 31-Dec-01         $    991.66         PROPERTY ADDRESS BL000400

DEPARTMENT OF REVENUE
  AND TAXATION                         123101A                31-Dec-01         $     10.00         PROJECT AMERICA, INC.

DICKSON COUNTY TRUSTEE                 123101                 31-Dec-01         $    166.48         PROPERTY ADDRESS BL000400

DIRECTV                                0032-006733024         26-Dec-01         $     60.33         # 006733024
                                       0031-006733024         26-Nov-01         $     60.33         ACCT # 006733024
                                       0030-006733024A        26-Oct-01         $     60.33         ACCT # 006733024
                                       0024-006733024C        23-Apr-01         $   (659.33)        OVERPAID CK # 4002327 ACCT #
                                       Total for Supplier:                      $   (478.34)

DIVERSEY LEVER, INC                    30706                  18-Dec-01         $     (8.97)        FUEL SURCHARGE CREDIT

DYER COUNTY TRUSTEE                    123101                 31-Dec-01         $  2,915.08         PROPERTY ADDRESS BL000400

ENTERGY                                0415-051402CR          14-May-02         $(12,699.89)
                                       0415-051402B           14-May-02         $ 12,699.89
                                       Total for Supplier:                      $        --

EQUISERVE L.P.                         G0117243               13-Jun-02         $  1,270.56         May-02

FEDERAL EXPRESS                        4-288-16564            26-Jun-02         $     43.12         CHICAGO # 1767-9328-7
                                       4-280-16151            21-Jun-02         $     25.91         WESTON # 2383-6244-0
                                       4-241-77105            19-Jun-02         $     19.10         CHICAGO # 1767-9328-7
                                       4-280-16152            21-Jun-02         $      7.50         WESTON # 2383-6244-0
                                                                                $    95.63

FRED DEVINE DIVING &
  SALVAGE CO                           20038A                 18-Jun-02         $  2,446.57         CQ ELECTRIC SERVICE 5/20-6/1

GABLES SAN MICHELE                     89                     21-Jun-02         $     40.77         # 712 WATER/SEWER/TRASH 5/7-

HARDIN COUNTY TRUSTEE                  123101                 31-Dec-01         $  2,254.32         HARDIN COUNTY PROPERTY TAX

HENRY COUNTY TRUSTEE                   123101                 31-Dec-01         $ 323.79 P          ROPERTY ADDRESS BL000400

HOUSTON COUNTY TRUSTEE                 123101                 31-Dec-01         $    303.80         HOUSTON COUNTY PROPERTY TAX

HUMPHREYS COUNTY TRUSTEE               123101                 31-Dec-01         $  1,014.31         PROPERTY ADDRESS BL000400

ICS LOGISTICS                          0305115                19-Apr-02              411.14
                                       0304250                12-Apr-02         $  1,464.00
                                       0303296                5-Apr-02          $    214.50
                                       0301324                29-Mar-02         $  1,872.75
                                       0300501                22-Mar-02         $  1,039.50
                                       0299608                15-Mar-02         $    965.25
                                       0294084                8-Feb-22          $    230.00
                                       0288151                4-Jan-02          $    990.00
                                       0283961                7-Dec-01          $    990.00
                                       0277999                2-Nov-01          $    990.00
                                       0245847B               12-Oct-01         $  1,056.00
                                                                                $ 10,223.14

IIS INC                                061002                 10-Jun-02         $ (1,595.00)

LAKE COUNTY TRUSTEE                    123101                 31-Dec-01         $  5,781.44         PROPERTY ADDRESS BL000400

LAURA MAX RACINE,
  TIPTON COUNTY TRUSTEE                23101                  31-Dec-01         $  2,110.19         TIPTON COUNTY PERSONAL
                                                                                                    PROPERTY TAX

LOGAN & COMPANY, INC                   0205                   31-May-02         $ 45,591.76         May-02

MARION COUNTY TRUSTEE                  123101                 31-Dec-01         $  1,594.57         MARION COUNTY PROPERTY TAX

MCI WORLDCOM CONFRENCING               120101                 1-Dec-01          $    (46.07)        01-00005980958-00691

MOELLER, STEVE                         063002                 30-Jun-02         $  1,738.03         T&E 6/1-30/02

MONTGOMERY COUNTY TRUSTEE              123101                 31-Dec-01         $  2,694.83         PROPERTY ADDRESS BL000400

NANCE, PATRICIA                        061002                 10-Jun-02         $    238.65

NATCHEZ WATER WORKS                    40902                  9-Apr-02          $    (18.36)        # 13418

NYS LLC/LLP FEE                        123101B                31-Dec-01         $    325.00         DELTA QUEEN COASTAL
                                                                                                    VOYAGES, L.L.C.
                                       123101A                31-Dec-01         $    325.00         CAPE MAY LIGHT, L. L. C.
                                       Total for Supplier:                      $    650.00

ORKIN EXTERMINATING, CO, INC           5005106                24-Apr-02         $    170.12

PAUL MEADOW, TRUSTEE                   123101                 31-Dec-01         $  4,646.31         LAUDERDALE COUNTY PROPERTY TAX

PERRY COUNTY                           123101                 31-Dec-01         $    544.04         PROPERTY ADDRESS BL000400

PUSTIZZI, EDDIE                        063002                 30-Jun-02         $    362.45         T&E 6/1-30/02

QWEST                                  054733167              26-Jun-02         $      5.24         # 60517495
                                       0543733146             26-Jun-02         $      5.24         # 60517464
                                       0543733157             26-Jun-02         $      5.24         # 60517495
                                       0543733144             26-Jun-02         $      5.24         # 60517462
                                       Total for Supplier:                      $     20.96

SEAFARERS                              0502HHTF               31-May-02         $    396.50         MAY'02 TRAINING FUND
                                       DUES0502               31-May-02         $  4,891.50         MAY'02 SEAFARERS
                                                                                                    INT'L-DUES&INITIATIONS
                                       0502HLSS               31-May-02         $    396.50         MAY'02 HARRY LUNDBERGER SCHOOL
                                       Total for Supplier:                      $  5,684.50

SMART RESOURCES, INC                   141418                 25-Jun-02         $    308.50         KARENA SALMOND

SOMERSET REFINERY, INC                 12718B                 25-Oct-01         $      0.01         PO # 11923

SOUTHWESTERN BELL                      0227 122401            24-Dec-01         $    (14.66)        314-436-0227-138-8
                                       8922 120401            4-Dec-01          $     (7.62)        573 221-8922 555-7
                                       Total for Supplier:                      $    (22.28)

STANDARD COURIER                       30367                  22-Jun-02         $     10.00

STATE OF NEW JERSEY                    123101                 31-Dec-01         $    340.00         DELTA QUEEN STEAMBOAT COMPANY

STATE OF NEW JERSEY - CBT              123101                 31-Dec-01         $    340.00         DQSB II, INC

STEWART COUNTY TRUSTEE                 123101                 31-Dec-01         $  2,569.98         PROPERTY ADDRESS BL000400

TAX COLLECTOR                          123101                 31-Dec-01         $    240.81         PROPERTY ADDRESS BL000400

TENNESSEE DEPARTMENT OF REVENUE        123101                 31-Dec-01         $  7,000.00         DELTA QUEEN STEAMBOAT COMPANY

TRANSPORTATION INSTITUTE               0502TI                 31-May-02         $    396.50         MAY'02 TRANSPORTATION

TREASURER, CITY OF MEMPHIS             123101                 31-Dec-01         $  2,626.70         ACCOUNT NUMBER TBL000400

UNITED INDUSTRIAL WORKERS              0502WPP                31-May-02         $  4,520.10         MAY'02 WELFARE PENSION

WAYNE COUNTY TRUSTEE                   123101                 31-Dec-01         $    205.03         PROPERTY ADDRESS BL000400

WEST VIRGINIA STATE
  TAX DEPARTMENT                       123101                 31-Dec-01         $  2,010.00         AMERICAN CLASSIC VOYAGES, INC

WITHERS/SUDDATH RELOCATION
  SYSTEMS, INC                         145196                 30-Oct-01         $  10.00 60         DOLLIE LOADS


TOTAL FOR LIABILITY ACCOUNT:                                                    $160,559.11

TOTAL FOR REPORT:                                                               $160,559.11
                                                                                $    360.34
CREDIT AMERICAN AIRLINES                                                        $160,198.77
TOTAL A/P LIABILITY:










DEBTOR:  AMCV CRUISE OPERATIONS, INC.              CASE NUMBER:  01-10967 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.11

                                                                  EXHIBIT 99.11


DEBTOR:  CAT II, INC.                              CASE NUMBER:  01-10968 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that CAT II, Inc. was inactive for the above
referenced period and, to the best of my knowledge, the foregoing is true and
correct.


/s/ STEVE MOELLER
- -------------------------
Steve Moeller
Director, Accounting

EX-99.12

                                                                  EXHIBIT 99.12


DEBTOR:  GREAT INDEPENDENCE SHIP CO.               CASE NUMBER:  01-10969 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- -------------------------
Steve Moeller
Director, Accounting



DEBTOR:  GREAT INDEPENDENCE SHIP CO.               CASE NUMBER:  01-10969 (JCA)

                            MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED


                                    CONTENTS


Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



20-Jul-02              Summary Of Bank And Investment Accounts     Attachment 1
3:45 PM                     Great Independence Ship Co.
Summary                       Case No: 01-10969 (JCA)                 UNAUDITED
Great Independence           For Month Of June, 2002
Ship Co.



                                                Balances
                                    ---------------------------------       Receipts &         Bank
                                       Opening            Closing          Disbursements     Statements       Account
Account                             As Of 6/01/02       As Of 6/30/02        Included         Included       Reconciled
- -------                             -------------       -------------      -------------     ----------      ----------
                                                                                              
Independence Steamer                    0.00                0.00             No -              No -            No -
Bank of Hawaii                                                               Account           Account         Account
Account # - 0001-029126                                                      Closed            Closed          Closed




20-Jul-02                     Receipts & Disbursements             Attachment 2
3:46 PM                     Great Independence Ship Co.
Summary                       Case No: 01-10969 (JCA)
Great Independence           For Month Of June, 2002
Ship Co.
Attach 2


                 No Receipts Or Disbursements - Account Closed



20-Jul-02           Concentration & Investment Account Statements  Attachment 3
3:47 PM                   Great Independence Ship Co.
Summary                     Case No: 01-10969 (JCA)
Great Independence          For Month Of June, 2002
Ship Co.
Attach 3


          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:39
INCOME STATEMENT - ATTACHMENT 4                        Page:   1
Current Period: JUN-02

currency USD
Company=54 (S.S. INDEPENDENCE)




                                          PTD-Actual
                                           30-Jun-02
                                        -------------

                                     
Revenue
Gross Revenue                                    0.00
Allowances                                       0.00
                                        -------------
Net Revenue                                      0.00

Operating Expenses
Air                                              0.00
Hotel                                            0.00
Commissions                                      0.00
Onboard Expenses                                 0.00
Passenger Expenses                               0.00
Vessel Expenses                                  0.00
Layup/Drydock Expense                            0.00
Vessel Insurance                                 0.00
                                        -------------
Total Operating Expenses                         0.00

                                        -------------
Gross Profit                                     0.00

SG&A Expenses
Sales & Marketing                                0.00
Start-Up Costs                                   0.00
                                        -------------
Total SG&A Expenses                              0.00

                                        -------------
EBITDA                                           0.00

Depreciation                                     0.00

                                        -------------
Operating Income                                 0.00

Other Expense/(Income)
Interest Income                                  0.00
Equity in Earnings for Sub                       0.00
Reorganization expenses                 55,480,080.40
                                        -------------
Total Other Expense/(Income)            55,480,080.40

                                        -------------
Net Pretax Income/(Loss)                (55,480,080.40)

Income Tax Expense                               0.00

                                        -------------
Net Income/(Loss)                       (55,480,080.40)
                                        =============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:45
BALANCE SHEET - ATTACHMENT 5                           Page:   1
Current Period: JUN-02

currency USD
Company=54 (S.S. INDEPENDENCE)




                                                YTD-Actual               YTD-Actual
                                                30-Jun-02                22-Oct-02
                                             --------------            -------------

                                                                 
ASSETS

Cash and Equivalent                                    0.00                64,505.83

Restricted Cash                                        0.00                     0.00

Accounts Receivable                                    0.00               175,538.74

Inventories                                            0.00             1,148,206.76

Prepaid Expenses                                       0.00                 2,954.26

Other Current Assets                                   0.00                16,615.13

                                             --------------            -------------
Total Current Assets                                   0.00             1,407,820.72


Fixed Assets                                           0.00            97,928,924.04

Accumulated Depreciation                               0.00            (44,272,667.29)

                                             --------------            -------------
Net Fixed Assets                                       0.00            53,656,256.75


Net Goodwill                                           0.00                     0.00

Intercompany Due To/From                     (17,755,365.00)           (17,643,280.88)

Net Deferred Financing Fees                            0.00               709,459.82

Net Investment in Subsidiaries                         0.00                     0.00

                                             --------------            -------------
Total Other Assets                           (17,755,365.00)           (16,933,821.06)

                                             --------------            -------------
Total Assets                                 (17,755,365.00)           38,130,256.41
                                             ==============            =============




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:45
BALANCE SHEET - ATTACHMENT 5                           Page:   2
Current Period: JUN-02

currency USD
Company=54 (S.S. INDEPENDENCE)




                                               YTD-Actual                YTD-Actual
                                               30-Jun-02                  22-Oct-02
                                             --------------            -------------

                                                                 
LIABILITIES

Accounts Payable                                       0.00                     0.00

Accrued Liabilities                                    0.00                31,544.34

Deposits                                               0.00                     0.00

                                             --------------            -------------
Total Current Liabilities                              0.00                31,544.34


Long Term Debt                                         0.00                     0.00

Other Long Term Liabilities                    1,266,494.79             1,266,494.79

                                             --------------            -------------
Total Liabilities                              1,266,494.79             1,298,039.13


OTHER

Liabilities Subject to Compromise             32,349,773.96            32,372,521.16

                                             --------------            -------------
Total Other                                   32,349,773.96            32,372,521.16


OWNER'S EQUITY

Common Stock                                       1,000.00                 1,000.00

Add'l Paid In Capital                         17,616,000.00            17,616,000.00

Current Net Income (Loss)                    (55,523,613.80)           (9,694,324.85)

Retained Earnings                            (13,465,019.95)           (3,462,979.03)

                                             --------------            -------------
Total Owner's Equity                         (51,371,633.75)            4,459,696.12

                                             --------------            -------------
Total Liabilities & Equity                   (17,755,365.00)           38,130,256.41
                                             ==============            =============




Great Independence                ATTACHMENT 6                   01-10969 (JCA)
Ship Co.                    Summary List of Due To/
                               Due From Accounts
                       For the Month Ended June 30, 2002




                                                                BEGINNING                                            ENDING
AFFILIATE NAME                               CASE NUMBER         BALANCE             DEBITS         CREDITS         BALANCE
                                                                                                 
American Classic Voyages Co.                  01-10954        (24,948,774.58)           --            --        (24,948,774.58)
AMCV Cruise Operations, Inc.                  01-10967        (36,656,636.93)           --            --        (36,656,636.93)
The Delta Queen Steamboat Co.                 01-10970            83,084.83             --            --            83,084.83
Great AQ Steamboat, L.L.C                     01-10960             4,881.60             --            --             4,881.60
Great Ocean Cruise Line, L.L.C                01-10959             2,195.09             --            --             2,195.09
Cruise America Travel, Incorporated           01-10966           (16,321.27)            --            --           (16,321.27)
Cape Cod Light, L.L.C                         01-10962           (32,099.49)            --            --           (32,099.49)
Project America, Inc.                         N/A                 21,415.35             --            --            21,415.35
Oceanic Ship Co.                              N/A              1,172,074.09             --            --         1,172,074.09
Project America Ship I, Inc.                  N/A                277,329.74             --            --           277,329.74
Great Hawaiian Cruise Line, Inc.              01-10975        24,699,040.96             --            --        24,699,040.96
Great Hawaiian Properties Corporation         01-10971        28,898,393.97             --            --        28,898,393.97
American Hawaii Properties Corporation        01-10976           542,250.76             --            --           542,250.76
CAT II, Inc.                                  01-10968        (11,802,199.12)           --            --        (11,802,199.12)
                                                              ---------------------------------------------------------------
                                                              (17,755,365.00)           --            --        (17,755,365.00)
                                                              ===============================================================






                          Great Independence Ship Co.
                                 01-10969 (JCA)




                           Accounts Receivable Aging
                              As of June 30, 2002







                                  Attachment 7


                                 Not Applicable




                          Great Independence Ship Co.
                                 01-10969 (JCA)




                            Accounts Payable Detail
                              As of June 30, 2002







                                  Attachment 8


                                 Not Applicable


DEBTOR:  GREAT INDEPENDENCE SHIP CO.               CASE NUMBER:  01-10969 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                              AS OF JUNE 30, 2002
                                      AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       The Debtor and three other Debtors completed the forfeiture of four
         vessels to the Maritime Administration, the secured creditor of each
         vessel, during June. Accordingly, the Debtor wrote-off the carrying
         value of its vessel and related assets. The net loss of disposition
         totaled $55.5 million.

2.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

EX-99.13

                                                                   EXHIBIT 99.13

DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY           CASE NUMBER: 01-10970 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.



/s/ STEVE MOELLER
- ----------------------
Steve Moeller
Director, Accounting




DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY           CASE NUMBER: 01-10970 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1       Summary of Bank and Investment Accounts

Attachment 2       Schedule of Receipts and Disbursements

Attachment 3       Bank and Investment Account Statements

Attachment 4       Income Statement

Attachment 5       Balance Sheet

Attachment 6       Summary of Due To/Due From Intercompany Accounts

Attachment 7       Accounts Receivable Aging

Attachment 8       Accounts Payable Detail

Attachment 9       Notes to June Monthly Operating Report




                                                                                                                 
20-Jul-02                                       Summary Of Bank And Investment Accounts                                Attachment 1
 3:48 PM                                             The Delta Queen Steamboat Co.
Summary                                                 Case No: 01-10970 (JCA)                                           UNAUDITED
The Delta Queen Steamboat Co.                           For Month Of June, 2002





                                                            Balances
                                                 -------------------------------    Receipts &       Bank
                                                    Opening         Closing         Disbursements    Statements      Account
Account                                          As Of 6/01/02     As Of 6/30/02    Included         Included        Reconciled
- -------                                          -------------     -------------    -------------    ----------      ----------
                                                                                                      
Delta Queen Controlled Disb                          7,166.96          2,206.93     Yes              Yes             Yes
Hibernia
Account # - 542027373

Delta Queen Master Cash                            250,991.17         99,999.95     Yes              Yes             Yes
Hibernia
Account # - 812-395-335

Delta Queen Payroll                                 58,433.00         32,274.89     Yes              No - Not        Yes
Hibernia                                                                                             Concentration
Account # - 812-395-289                                                                              Account

The Delta Queen Steamboat Co.                            0.00              0.00     No -             No -            No -
LaSalle - Wealth Management                                                         Account          Account         Account
Account # - TNE-043290                                                              Closed           Closed          Closed

The Delta Queen Steamboat Co.                            0.00              0.00     No -             No -            No -
AmSouth                                                                             Account          Account         Account
Account # - 19356307                                                                Closed           Closed          Closed

Delta Queen                                              0.00              0.00     No -             No -            No -
LaSalle                                                                             Account          Account         Account
Account # - 5800155771                                                              Closed           Closed          Closed

DQ Credit Card                                       1,818.21              0.00     Yes              No - Not        Yes
Bank One                                                                                             Concentration
Account # - 552-0110062868                                                                           Account

DQ Master Cash                                           0.00              0.00     No -             No -            No -
Bank One                                                                            Account          Account         Account
Account # - 552-0110256700                                                          Closed           Closed          Closed

The Delta Queen Steamboat Co                       120,808.76        221,037.14     Yes              No - Not        Yes
Receipts                                                                                             Concentration
Hibernia                                                                                             Account
Account # - 882-390-047

The Delta Queen Steamboat Co                             0.00              0.00     No -             No -            No -
Receipts                                                                            Account          Account         Account
LaSalle                                                                             Closed           Closed          Closed
Account # - 5800155839

The Delta Queen Steamboat Co                             0.00              0.00     Yes              No - Not        Yes
Escrow Account                                                                                       Concentration
LaSalle                                                                                              Account
Account # - 62-8930-70-3

The Delta Queen Steamboat Co                       750,000.00        750,000.00     Yes              No - Not        Yes
Escrow Account - DQ/DN IDCC                                                                          Concentration
LaSalle                                                                                              Account
Account # - 62-9003-40-1

The Delta Queen Steamboat Co                       250,000.00        250,000.00     Yes              No - Not        Yes
Escrow Account - DQ/DN - Seller Proration                                                            Concentration
LaSalle                                                                                              Account
Account # - 62-9003-42-7





                                                                                                               
20-Jul-02                                                Receipts & Disbursements                                    Attachment 2-1
 3:49 PM                                               The Delta Queen Steamboat Co.
R&D - Hibernia                                            Case No: 01-10970 (JCA)                                         UNAUDITED
DQ Controlled Disb                                               Hibernia
                                                         Controlled Disbursements
                                                           Account # - 542027373
                                                           1 Jun 02 - 30 Jun 02



                                                               
Opening Balance - 1 Jun 02
                                               7,166.96

Receipts
                                             651,778.41              From The Delta Queen Steam Boat Co. -
                                                                       Hibernia - DQSC Master Cash - Account (812-395-335)


                                           ------------
                                             651,778.41              Total Receipts


Disbursements

                                             (15,670.34)             Crew Maintenance & Medical
                                                (705.92)             FedEx
                                             (31,484.26)             Lay-Up
                                              (2,835.07)             Office - Chicago
                                                 (74.35)             Office - Honolulu
                                              (2,992.51)             Office - NOLA
                                              (4,588.94)             Office - Weston
                                              (3,123.06)             Payroll Benefits
                                                (293.90)             Crew Replacement Check
                                            (398,255.18)             Professional Fees
                                              (1,828.94)             SG&A - Finance
                                                 (60.00)             SG&A - Hotel Ops
                                                (100.00)             SG&A - HR
                                              (9,067.76)             SG&A - IT
                                              (4,430.09)             SG&A - Marine Ops
                                                (743.13)             SG&A - Sales & Marketing
                                             (22,566.49)             Start-Up - MQ
                                             (28,598.00)             Taxes & Tax Services
                                                (644.64)             Vessel Ops - MQ (Pre-May 7)
                                              (4,576.98)             Other Vessel Expense - Legal
                                              (4,850.46)             Other Vessel Expense - Tie-Up
                                            (537,490.02)             Total Disbursements (* See Footnote)


Closing Balance - 30 Jun 02
                                           ------------
                                               2,206.93



         * $119,248.42 Of Disbursements Not Reflected In Disbursements Above Due
         To Being Reimbursed By Buyer Of Assets At Closing.




                                                                                                               
  20-Jul-02                                               Receipts & Disbursements                                   Attachment 2-2
   3:50 PM                                              The Delta Queen Steamboat Co.
R&D - Hibernia                                             Case No: 01-10970 (JCA)                                        UNAUDITED
DQ Master Cash                                                    Hibernia
                                                               DQ Master Cash
                                                           Account # - 812-395-335
                                                            1 Jun 02 - 30 Jun 02



                                                               
Opening Balance - 1 Jun 02
                                                 250,991.17

Receipts


                                               1,700,000.00          From American Classic Voyages Co - Credit Suisse
                                                                       Asset Management - Account (247003452)






                                              -------------
                                               1,700,000.00          Total Receipts

Disbursements
                                                (651,778.41)         To The Delta Queen Steam Boat Co. -
                                                                       Hibernia - DQSC Contr. Disb. - Account (542027373)
                                                  (2,131.95)         401K Payroll Payments
                                                (550,000.00)         "Stalking Horse" Fees - Waveland & American West
                                                    (427.14)         Hibernia National Bank - Fees
                                                (525,000.00)         To The Delta Queen Steam Boat Co. - Hibernia -
                                                (105,547.17)         Professional Fees - Chanin








                                              -------------
                                              (1,834,884.67)         Total Disbursements (* See Footnote)


Closing Balance - 30 Jun 02
                                                  99,999.95



         *$16,106.55 Of Disbursements Not Reflected In Disbursements Above Due
         To Being Reimbursed By Buyer Of Assets At Closing.




                                                                                                               
20-Jul-02                                                 Receipts & Disbursements                                   Attachment 2-3
 3:52 PM                                               The Delta Queen Steamboat Co.
R&D - Hibernia                                             Case No: 01-10970 (JCA)                                        UNAUDITED
DQ Payroll                                                        Hibernia
                                                                 DQ Payroll
                                                           Account # - 812-395-289
                                                            1 Jun 02 - 30 Jun 02



                                                                  
Opening Balance - 1 Jun 02
                                                     58,433.00


Receipts
                                                    525,000.00          From The Delta Queen Steam Boat Co. -
                                                                          Hibernia - DQSC Master Cash - Account (812-395-335)
                                                     60,000.00          From Great Ocean Cruise Line - Hibernia -
                                                                          DQ Steamer - Account (812-395-270)





                                                 -------------
                                                    585,000.00          Total Receipts


Disbursements


                                                   (208,391.42)         Payroll - Wires & Checks


                                                 -------------
                                                   (208,391.42)         Total Disbursements (* See Footnote)



Closing Balance - 30 Jun 02
                                                     32,274.89



         *$402,766.69 Of Disbursements Not Reflected In Disbursements Above Due
         To Being Reimbursed By Buyer Of Assets At Closing.




                                                                                                               
20-Jul-02                                               Receipts & Disbursements                                     Attachment 2-4
 3:53 PM                                             The Delta Queen Steamboat Co.
R&D - BankOne                                            Case No: 01-10970 (JCA)                                          UNAUDITED
DQ Credit Cards                                                 Bank One
                                                        Delta Queen Credit Cards
                                                       Account # - 552-0110062868
                                                          1 Jun 02 - 30 Jun 02



                                                             
Opening Balance - 1 Jun 02
                                                 1,818.21


Receipts

                                                 4,242.85          Fee Reversals





                                               ----------
                                                 4,242.85          Total Receipts


Disbursements

                                                (6,061.06)         Check In Transit At Month End To Weston Office



                                               ----------
                                                (6,061.06)



Closing Balance - 30 Jun 02
                                                     0.00






                                                                                                               
20-Jul-02                                               Receipts & Disbursements                                     Attachment 2-5
 3:54 PM                                              The Delta Queen Steamboat Co.
R&D - Hibernia                                           Case No: 01-10970 (JCA)                                          UNAUDITED
DQSC Receipts                                                   Hibernia
                                                              DQSC Receipts
                                                         Account # - 882-390-047
                                                          1 Jun 02 - 30 Jun 02



                                                               
Opening Balance - 1 Jun 02
                                                 120,808.76


Receipts
                                                  92,029.12          Proceeds From Paymentech From FY 01
                                                                       Onboard Credit Card Processing
                                                   8,199.26          Paymentech Return Of Refunds Erroneously
                                                                       Withdrawn Previously





                                                -----------
                                                 100,228.38          Total Receipts


Disbursements








                                                -----------
                                                       0.00          Total Disbursements



Closing Balance - 30 Jun 02
                                                 221,037.14






                                                                                                               
20-Jul-02                                               Receipts & Disbursements                                     Attachment 2-6
 3:55 PM                                              The Delta Queen Steamboat Co.
R&D - LaSalle                                            Case No: 01-10970 (JCA)                                          UNAUDITED
DQSC Escrow                                                      LaSalle
                                                               DQSC Escrow
                                                        Account # - 62-8930-70-3
                                                          1 Jun 02 - 30 Jun 02



                                                            
Opening Balance - 1 Jun 02
                                                    0.00


Receipts


                                                1,098.94          Interest Income




                                               ---------
                                                1,098.94          Total Receipts


Disbursements







                                               ---------
                                                    0.00          Total Disbursements (* See Footnote)



Closing Balance - 30 Jun 02
                                                    0.00



         *$1,098.94 Of Disbursements Not Reflected In Disbursements Above Due To
         Being Reimbursed By Buyer Of Assets At Closing.




                                                                                                               
20-Jul-02                                                    Receipts & Disbursements                                Attachment 2-7
 3:56 PM                                                   The Delta Queen Steamboat Co.
R&D - LaSalle                                                 Case No: 01-10970 (JCA)                                     UNAUDITED
DQ-DN IDCC Escrow                                                     LaSalle
                                                                 DQ-DN IDCC Escrow
                                                             Account # - 62-9003-40-1
                                                               1 Jun 02 - 30 Jun 02



                                                                  
Opening Balance - 1 Jun 02
                                                    750,000.00


Receipts
                                                                        Interest Income






                                                   -----------

                                                          0.00          Total Receipts


Disbursements








                                                   -----------
                                                          0.00          Total Disbursements



Closing Balance - 30 Jun 02
                                                    750,000.00






                                                                                                               
20-Jul-02                                                     Receipts & Disbursements                               Attachment 2-8
 3:58 PM                                                    The Delta Queen Steamboat Co.
R&D - LaSalle                                                  Case No: 01-10970 (JCA)                                    UNAUDITED
DQ-DN Seller Proration Escrow                                          LaSalle
                                                            DQ-DN Seller Proration Escrow
                                                              Account # - 62-9003-42-7
                                                                1 Jun 02 - 30 Jun 02



                                                                   
Opening Balance - 1 Jun 02
                                                     250,000.00


Receipts
                                                                         Interest Income






                                                    -----------
                                                           0.00          Total Receipts


Disbursements








                                                    -----------
                                                           0.00          Total Disbursements



Closing Balance - 30 Jun 02
                                                     250,000.00






AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:41
INCOME STATEMENT - ATTACHMENT 4                        Page: 1
Current Period: JUN-02

currency USD
Company=20 (DELTA QUEEN STEAM CO)



                                                    PTD-Actual
                                                    30-Jun-02
                                                -----------------
                                             
Revenue
Gross Revenue                                               0.00
Allowances                                                  0.00
                                                -----------------
Net Revenue                                                 0.00

Operating Expenses
Air                                                         0.00
Hotel                                                       0.00
Commissions                                                 0.00
Onboard Expenses                                            0.00
Passenger Expenses                                          0.00
Vessel Expenses                                             0.00
Layup/Drydock Expense                                       0.00
Vessel Insurance                                            0.00
                                                -----------------
Total Operating Expenses                                    0.00

                                                -----------------
Gross Profit                                                0.00

SG&A Expenses
Sales & Marketing                                           0.00
Start-Up Costs                                              0.00
                                                -----------------
Total SG&A Expenses                                         0.00

                                                -----------------
EBITDA                                                      0.00

Depreciation                                                0.00

                                                -----------------
Operating Income                                            0.00

Other Expense/(Income)
Interest Income                                             0.00
Equity in Earnings for Sub                       (116,603,343.74)
Reorganization expenses                                     0.00
                                                -----------------
Total Other Expense/(Income)                      116,603,343.74

                                                -----------------
Net Pretax Income/(Loss)                         (116,603,343.74)

Income Tax Expense                                          0.00

                                                -----------------
Net Income/(Loss)                                (116,603,343.74)
                                                =================





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:48
BALANCE SHEET - ATTACHMENT 5                           Page: 1
Current Period: JUN-02

currency USD
Company=20 (DELTA QUEEN STEAM CO)



                                                                    YTD-Actual             YTD-Actual
                                                                    30-Jun-02              22-Oct-02
                                                                 ---------------         --------------
                                                                                   
ASSETS

Cash and Equivalent                                                   254,518.96            2,494,983.63

Restricted Cash                                                     1,000,000.00                    0.00

Accounts Receivable                                                   369,262.57                    0.00

Inventories                                                                 0.00              840,779.06

Prepaid Expenses                                                            0.00               13,147.33

Other Current Assets                                                        0.00                    0.00
                                                                 ---------------         --------------
Total Current Assets                                                1,623,781.53            3,348,910.02


Fixed Assets                                                                0.00            8,202,345.75

Accumulated Depreciation                                                    0.00           (5,195,800.16)
                                                                 ---------------         --------------
Net Fixed Assets                                                            0.00            3,006,545.59


Net Goodwill                                                                0.00                    0.00

Intercompany Due To/From                                           41,250,633.55           37,437,552.28

Net Deferred Financing Fees                                                 0.00                5,434.15

Net Investment in Subsidiaries                                    (83,315,162.77)         33,999,708.26
                                                                 ---------------         --------------
Total Other Assets                                                (42,064,529.22)         71,442,694.69
                                                                 ---------------         --------------
Total Assets                                                      (40,440,747.69)         77,798,150.30
                                                                 ===============         ==============





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:48
BALANCE SHEET - ATTACHMENT 5                           Page: 2
Current Period: JUN-02

currency USD
Company=20 (DELTA QUEEN STEAM CO)



                                                                      YTD-Actual               YTD-Actual
                                                                       30-Jun-02                22-Oct-02
                                                                   ---------------           --------------
                                                                                       
LIABILITIES

Accounts Payable                                                              0.00                     0.00

Accrued Liabilities                                                   1,472,836.87                     0.00

Deposits                                                                      0.00                     0.00
                                                                   ---------------           --------------
Total Current Liabilities                                             1,472,836.87                     0.00


Long Term Debt                                                                0.00                     0.00

Other Long Term Liabilities                                           9,993,779.93             9,993,779.93
                                                                   ---------------           --------------
Total Liabilities                                                    11,466,616.80             9,993,779.93


OTHER

Liabilities Subject to Compromise                                       577,835.68               577,835.68
                                                                   ---------------           --------------
Total Other                                                             577,835.68               577,835.68


OWNER'S EQUITY

Common Stock                                                              1,000.00                 1,000.00

Add'l Paid In Capital                                                33,564,332.71            33,564,332.71

Current Net Income (Loss)                                          (118,840,728.36)           (2,866,520.92)

Retained Earnings                                                    32,790,195.48            36,527,722.90
                                                                   ---------------           --------------
Total Owner's Equity                                                (52,485,200.17)           67,226,534.69
                                                                   ---------------           --------------
Total Liabilities & Equity                                          (40,440,747.69)           77,798,150.30
                                                                   ===============           ==============







                                                              BEGINNING                                                ENDING
AFFILIATE NAME                             CASE NUMBER         BALANCE              DEBITS         CREDITS            BALANCE
                                                                                                    
American Classic Voyages Co.               01-10954         (6,302,261.47)         66,538.14                -       (6,235,723.33)
AMCV Cruise Operations, Inc.               01-10967        133,864,653.70       1,445,345.11     2,233,677.41      133,076,321.40
Great AQ Steamboat, L.L.C.                 01-10960        (38,908,998.19)                 -        16,730.36      (38,925,728.55)
Great Pacific NW Cruise Line, L.L.C.       01-10977         (8,416,402.63)                 -         2,121.28       (8,418,523.91)
Great River Cruise Line, L.L.C.            01-10963        (10,421,984.53)                 -       120,179.37      (10,542,163.90)
Great Ocean Cruise Line, L.L.C.            01-10959        (17,635,610.10)                 -        34,999.42      (17,670,609.52)
Cruise America Travel, Incorporated        01-10966            256,503.82                  -                -          256,503.82
Delta Queen Coastal Voyages, L.L.C.        01-10964           (906,024.08)                 -         5,174.88         (911,198.96)
Cape Cod Light, L.L.C.                     01-10962         (1,404,059.37)                 -                -       (1,404,059.37)
Cape May Light, L.L.C.                     01-10961         (8,431,118.53)                 -                -       (8,431,118.53)
Project America, Inc.                      N/A              (2,934,348.03)                 -                -       (2,934,348.03)
Oceanic Ship Co.                           N/A                (136,810.43)                 -                -         (136,810.43)
Project America Ship I, Inc.               N/A                 255,723.41                  -                -          255,723.41
Project America Ship II, Inc.              N/A                (142,646.25)                 -                -         (142,646.25)
Ocean Development Co.                      01-10972          2,214,633.49                  -                -        2,214,633.49
Great Hawaiian Cruise Line, Inc.           01-10975             (7,057.02)                 -                -           (7,057.02)
Great Hawaiian Properties Corporation      01-10971          1,247,073.77                  -                -        1,247,073.77
American Hawaii Properties Corporation     01-10976             43,550.29                  -                -           43,550.29
Great Independence Ship Co.                01-10969            (83,084.83)                 -                -          (83,084.83)
CAT II, Inc.                               01-10968               (100.00)                 -                -             (100.00)
                                                          ------------------------------------------------------------------------
                                                            42,151,633.02       1,511,883.25     2,412,882.72       41,250,633.55
                                                          ========================================================================





THE DELTA QUEEN STEAMBOAT COMPANY                        CASE #: 01-10970 (JCA)

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING



DETAIL:                                         0-30 DAYS           31-60 DAYS         61-90 DAYS      91+ DAYS            TOTAL
                                                                                                      
Paymentech Credit Card Processor                     0.00                                                                   0.00
American Express Credit Card Processor                                                                                      0.00
Discover Credit Card Processor                                                                                              0.00
Diners Credit Card Processor                                                                                                0.00
Travel Agents                                                                                                               0.00
Delaware North Companies                       113,300.81           255,961.76                                        369,262.57
                                              -----------          -----------              -----         -----      -----------
Total                                          113,300.81           255,961.76               0.00          0.00       369,262.57
                                              ===========          ===========              =====         =====      ===========


                                                                  ATTACHMENT # 7




                        The Delta Queen Steamboat Company
                                 01-10970 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable




DEBTOR: THE DELTA QUEEN STEAMBOAT COMPANY           CASE NUMBER: 01-10970 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       Accounts receivable represent monies due from the Purchaser subject to
         final calculation of all closing adjustments to be completed within 60
         to 90 days of the closing date, May 31, 2002.

2.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

EX-99.14

                                                                   EXHIBIT 99.14

DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION       CASE NUMBER: 01-10971 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.



/s/ STEVE MOELLER
- ----------------------
Steve Moeller
Director, Accounting




DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION       CASE NUMBER: 01-10971 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1          Summary of Bank and Investment Accounts

Attachment 2          Schedule of Receipts and Disbursements

Attachment 3          Bank and Investment Account Statements

Attachment 4          Income Statement

Attachment 5          Balance Sheet

Attachment 6          Summary of Due To/Due From Intercompany Accounts

Attachment 7          Accounts Receivable Aging

Attachment 8          Accounts Payable Detail

Attachment 9          Notes to June Monthly Operating Report




                                                                                                                 
20-Jul-02                                            Summary Of Bank And Investment Accounts                           Attachment 1
 4:00 PM                                              Great Hawaiian Properties Corporation
Summary                                                      Case No: 01-10971 (JCA)                                      UNAUDITED
Great Hawaiian Properties Corp                               For Month Of June, 2002





                                                  Balances
                                       ---------------------------------       Receipts &          Bank
                                          Opening             Closing          Disbursements       Statements         Account
Account                                As Of 6/01/02       As Of 6/30/02       Included            Included           Reconciled
- -------                                -------------       -------------       -------------       ----------         ----------
                                                                                                       
AHC - Honolulu Disbursements                0.00                 0.00          No -                No -               No -
Bank One                                                                       Account             Account            Account
Account # - 552-0110649303                                                     Closed              Closed             Closed

AHC - Mainland Credit Cards             1,500.00                 0.00          Yes                 No - Not           Yes
Bank One                                                                                           Concentration
Account # - 552-0110521579                                                                         Account

AHC - Mainland Disbursements                0.00                 0.00          No -                No -               No -
Bank One                                                                       Account             Account            Account
Account # - 552-0110673395                                                     Closed              Closed             Closed

AHC - Mainland Payroll                      0.00                 0.00          No -                No -               No -
Bank One                                                                       Account             Account            Account
Account # - 552-0110673387                                                     Closed              Closed             Closed

AHC - Master Cash                           0.00                 0.00          No -                No -               No -
Bank One                                                                       Account             Account            Account
Account # - 552-0110673360                                                     Closed              Closed             Closed

AHC - Honolulu Credit Cards               (15.00)                0.00          Yes                 No - Not           Yes
Bank One                                                                                           Concentration
Account # - 552-0110572580                                                                         Account

Great Hawaiian Prop Corp                    0.00                 0.00          No -                No -               No -
Goldman Sachs & Co.                                                            Account             Account            Account
Account # - 020-33478-5                                                        Closed              Closed             Closed





                                                                                                               
20-Jul-02                                               Receipts & Disbursements                                     Attachment 2-1
 4:01 PM                                          Great Hawaiian Properties Corporation
R&D - Bank One                                           Case No: 01-10971 (JCA)                                          UNAUDITED
AHC Mainland Credit Cards                                       Bank One
                                                        AHC Mainland Credit Cards
                                                       Account # - 552-0110521579
                                                          1 Jun 02 - 30 Jun 02



                                                         
Opening Balance - 1 Jun 02
                                             1,500.00


Receipts

                                                               Receipts From Credit Card Chargeback Reversals





                                           ----------
                                                 0.00          Total Receipts


Disbursements

                                            (1,500.00)         Check In Transit At Month End To Weston Office






                                           ----------
                                            (1,500.00)         Total Disbursements



Closing Balance - 30 Jun 02
                                                 0.00






                                                                                                               
20-Jul-02                                                      Receipts & Disbursements                              Attachment 2-2
 4:02 PM                                                 Great Hawaiian Properties Corporation
R&D - Bank One                                                  Case No: 01-10971 (JCA)                                   UNAUDITED
AHC Honolulu Credit Cards                                              Bank One
                                                               AHC Honolulu Credit Cards
                                                              Account # - 552-0110572580
                                                                 1 Jun 02 - 30 Jun 02



                                                            
Opening Balance - 1 Jun 02
                                                  (15.00)


Receipts

                                                   15.00          Fee Reversal





                                                 -------
                                                   15.00          Total Receipts


Disbursements








                                                 -------
                                                    0.00          Total Disbursements



Closing Balance - 30 Jun 02
                                                    0.00






                                                                                                                 
20-Jul-02                                        Concentration & Investment Account Statements                         Attachment 3
 4:03 PM                                            Great Hawaiian Properties Corporation
Summary                                                     Case No: 01-10971 (JCA)
Great Hawaiian Properties Corp                              For Month Of June, 2002
Attach 3



         No Statements Due To No Concentration Or Investment Accounts




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:43
INCOME STATEMENT - ATTACHMENT 4                        Page: 1
Current Period: JUN-02

currency USD
Company=51 (AHC - OPERATIONS)



                                                                                    PTD-Actual
                                                                                     30-Jun-02
                                                                                    ----------
                                                                                 
Revenue
Gross Revenue                                                                           0.00
Allowances                                                                              0.00
                                                                                       -----
Net Revenue                                                                             0.00

Operating Expenses
Air                                                                                     0.00
Hotel                                                                                   0.00
Commissions                                                                             0.00
Onboard Expenses                                                                        0.00
Passenger Expenses                                                                      0.00
Vessel Expenses                                                                         0.00
Layup/Drydock Expense                                                                   0.00
Vessel Insurance                                                                        0.00
                                                                                       -----
Total Operating Expenses                                                                0.00
                                                                                       -----
Gross Profit                                                                            0.00

SG&A Expenses
Sales & Marketing                                                                       0.00
Start-Up Costs                                                                          0.00
                                                                                       -----
Total SG&A Expenses                                                                     0.00
                                                                                       -----
EBITDA                                                                                  0.00

Depreciation                                                                            0.00
                                                                                       -----
Operating Income                                                                        0.00

Other Expense/(Income)
Interest Income                                                                         0.00
Equity in Earnings for Sub                                                              0.00
Reorganization expenses                                                                 0.00
                                                                                       -----
Total Other Expense/(Income)                                                            0.00
                                                                                       -----
Net Pretax Income/(Loss)                                                                0.00
Income Tax Expense                                                                      0.00
                                                                                       -----
Net Income/(Loss)                                                                       0.00
                                                                                       =====





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:51
BALANCE SHEET - ATTACHMENT 5                           Page: 1
Current Period: JUN-02

currency USD
Company=51 (AHC - OPERATIONS)



                                                                     YTD-Actual              YTD-Actual
                                                                      30-Jun-02               22-Oct-02
                                                                   --------------          --------------
                                                                                     
ASSETS

Cash and Equivalent                                                          0.00              665,214.37

Restricted Cash                                                              0.00                    0.00

Accounts Receivable                                                          0.00                    0.00

Inventories                                                                  0.00               36,560.78

Prepaid Expenses                                                             0.00                1,609.00

Other Current Assets                                                         0.00                    0.00
                                                                   --------------          --------------
Total Current Assets                                                         0.00              703,384.15


Fixed Assets                                                                 0.00            1,992,727.87

Accumulated Depreciation                                                     0.00           (1,687,090.91)
                                                                   --------------          --------------
Net Fixed Assets                                                             0.00              305,636.96


Net Goodwill                                                                 0.00                    0.00

Intercompany Due To/From                                            21,010,606.76           20,319,892.39

Net Deferred Financing Fees                                                  0.00                    0.00

Net Investment in Subsidiaries                                               0.00                    0.00
                                                                   --------------          --------------
Total Other Assets                                                  21,010,606.76           20,319,892.39
                                                                   --------------          --------------
Total Assets                                                        21,010,606.76           21,328,913.50
                                                                   ==============          ==============





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:51
BALANCE SHEET - ATTACHMENT 5                           Page: 2
Current Period: JUN-02

currency USD
Company=51 (AHC - OPERATIONS)



                                                                       TD-Actual                YTD-Actual
                                                                        0-Jun-02                 22-Oct-02
                                                                   ---------------           ---------------
                                                                                       
LIABILITIES

Accounts Payable                                                              0.00                      0.00

Accrued Liabilities                                                           0.00                      0.00

Deposits                                                                      0.00                      0.00
                                                                   ---------------           ---------------
Total Current Liabilities                                                     0.00                      0.00


Long Term Debt                                                                0.00                      0.00

Other Long Term Liabilities                                         (15,184,601.60)           (15,184,601.60)
                                                                   ---------------           ---------------
Total Liabilities                                                   (15,184,601.60)           (15,184,601.60)


OTHER

Liabilities Subject to Compromise                                             0.00                      0.00
                                                                   ---------------           ---------------
Total Other                                                                   0.00                      0.00


OWNER'S EQUITY

Common Stock                                                              9,440.25                  9,440.25

Add'l Paid In Capital                                                83,336,732.73             83,336,732.73

Current Net Income (Loss)                                              (318,306.74)              (516,397.64)

Retained Earnings                                                   (46,832,657.88)           (46,316,260.24)
                                                                   ---------------           ---------------
Total Owner's Equity                                                 36,195,208.36             36,513,515.10
                                                                   ---------------           ---------------
Total Liabilities & Equity                                           21,010,606.76             21,328,913.50
                                                                   ===============           ===============







                                                                   BEGINNING                                            ENDING
AFFILIATE NAME                             CASE NUMBER              BALANCE           DEBITS        CREDITS            BALANCE
                                                                                                    
American Classic Voyages Co.               01-10954             51,110,970.59              --          --           51,110,970.59
AMCV Cruise Operations, Inc.               01-10967              6,116,875.06              --          --            6,116,875.06
The Delta Queen Steamboat Co.              01-10970             (1,247,073.77)             --          --           (1,247,073.77)
Great AQ Steamboat, L.L.C.                 01-10960                 22,591.38              --          --               22,591.38
Great Pacific NW Cruise Line, L.L.C.       01-10977                 66,513.26              --          --               66,513.26
Great River Cruise Line, L.L.C.            01-10963                 41,555.00              --          --               41,555.00
Great Ocean Cruise Line, L.L.C.            01-10959                 34,964.32              --          --               34,964.32
Cape May Light, L.L.C.                     01-10961                 (4,188.00)             --          --               (4,188.00)
Project America, Inc.                      N/A                  (3,007,602.48)             --          --           (3,007,602.48)
Oceanic Ship Co.                           N/A                    (345,917.07)             --          --             (345,917.07)
Ocean Development Co.                      01-10972                780,707.24              --          --              780,707.24
Great Hawaiian Cruise Line, Inc.           01-10975             (3,600,035.73)       1,500.00          --           (3,598,535.73)
American Hawaii Properties Corporation     01-10976                (62,430.01)             --          --              (62,430.01)
Great Independence Ship Co.                01-10969            (28,898,393.97)             --          --          (28,898,393.97)
CAT II, Inc.                               01-10968                    570.94              --          --                  570.94
                                                              --------------------------------------------------------------------
                                                                21,009,106.76        1,500.00          --           21,010,606.76
                                                              ====================================================================





                      Great Hawaiian Properties Corporation
                                 01-10971 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable




                      Great Hawaiian Properties Corporation
                                 01-10971 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable




DEBTOR: GREAT HAWAIIAN PROPERTIES CORPORATION       CASE NUMBER: 01-10971 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.15

                                                                   EXHIBIT 99.15

DEBTOR: OCEAN DEVELOPMENT CO.                       CASE NUMBER: 01-10972 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.



/s/ STEVE MOELLER
- ------------------------
Steve Moeller
Director, Accounting




DEBTOR: OCEAN DEVELOPMENT CO.                       CASE NUMBER: 01-10972 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1          Summary of Bank and Investment Accounts

Attachment 2          Schedule of Receipts and Disbursements

Attachment 3          Bank and Investment Account Statements

Attachment 4          Income Statement

Attachment 5          Balance Sheet

Attachment 6          Summary of Due To/Due From Intercompany Accounts

Attachment 7          Accounts Receivable Aging

Attachment 8          Accounts Payable Detail

Attachment 9          Notes to June Monthly Operating Report




                                                                                                                 
20-Jul-02                                      Summary Of Bank, Investment & Petty Cash Accounts                       Attachment 1
 4:05 PM                                                     Ocean Development Co.
Summary                                                     Case No: 01-10972 (JCA)                                       UNAUDITED
Ocean Development Co.                                       For Month Of June, 2002





                                             Balances
                                ----------------------------------      Receipts &         Bank
                                    Opening             Closing         Disbursements      Statements       Account
Account                          As Of 6/01/02       As Of 6/30/02      Included           Included         Reconciled
- -------                         -------------        -------------      -------------      ----------       ----------
                                                                                             
Ocean Development Co.                 0.00                  0.00        No -               No -             No -
City National Bank                                                      Account            Account          Account
Account # - 1604832                                                     Closed             Closed           Closed

ODC Disbursements                     0.00                  0.00        No -               No -             No -
LaSalle Bank                                                            Account            Account          Account
Account # - 5800156167                                                  Closed             Closed           Closed

ODC Payroll                           0.00                  0.00        No -               No -             No -
LaSalle Bank                                                            Account            Account          Account
Account # - 5800156175                                                  Closed             Closed           Closed

Ocean Development Co.                 0.00                  0.00        No -               Not A Bank       No -
Petty Cash                                                              No Activity        Account          No Activity





                                                                                                                 
20-Jul-02                                              Receipts & Disbursements                                        Attachment 2
 4:06 PM                                                 Ocean Development Co.
Summary                                                 Case No: 01-10972 (JCA)
Ocean Development Co.                                   For Month Of June, 2002
Attach 2



         No Receipts Or Disbursements Due To All Accounts Closed




                                                                                                                 
20-Jul-02                                         Concentration & Investment Account Statements                        Attachment 3
 4:07 PM                                                   Ocean Development Co.
Summary                                                   Case No: 01-10972 (JCA)
Ocean Development Co.                                     For Month Of June, 2002
Attach 3



         No Statements Due To No Concentration Or Investment Accounts




AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:47:44
INCOME STATEMENT - ATTACHMENT 4                        Page: 1
Current Period: JUN-02

currency USD
Company=61 (ODC)



                                                                                       PTD-Actual
                                                                                        30-Jun-02
                                                                                       ----------
                                                                                    
Revenue
Gross Revenue                                                                                0.00
Allowances                                                                                   0.00
                                                                                       ----------
Net Revenue                                                                                  0.00

Operating Expenses
Air                                                                                          0.00
Hotel                                                                                        0.00
Commissions                                                                                  0.00
Onboard Expenses                                                                             0.00
Passenger Expenses                                                                           0.00
Vessel Expenses                                                                              0.00
Layup/Drydock Expense                                                                        0.00
Vessel Insurance                                                                             0.00
                                                                                       ----------
Total Operating Expenses                                                                     0.00
                                                                                       ----------
Gross Profit                                                                                 0.00

SG&A Expenses
General and Admin Expenses                                                               9,167.14
Sales & Marketing                                                                            0.00
Start-Up Costs                                                                               0.00
                                                                                       ----------
Total SG&A Expenses                                                                      9,167.14
                                                                                       ----------
EBITDA                                                                                  (9,167.14)

Depreciation                                                                                 0.00
                                                                                       ----------
Operating Income                                                                        (9,167.14)

Other Expense/(Income)
Interest Income                                                                              0.00
Equity in Earnings for Sub                                                                   0.00
Reorganization expenses                                                                      0.00
                                                                                       ----------
Total Other Expense/(Income)                                                                 0.00
                                                                                       ----------
Net Pretax Income/(Loss)                                                                (9,167.14)

Income Tax Expense                                                                           0.00
                                                                                       ----------
Net Income/(Loss)                                                                       (9,167.14)
                                                                                       ==========





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:52
BALANCE SHEET - ATTACHMENT 5                           Page: 1
Current Period: JUN-02

currency USD
Company=61 (ODC)



                                                                    YTD-Actual             YTD-Actual
                                                                     30-Jun-02              22-Oct-02
                                                                   ------------           ------------
                                                                                    
ASSETS

Cash and Equivalent                                                        0.00             118,106.14

Restricted Cash                                                            0.00                   0.00

Accounts Receivable                                                        0.00             151,000.00

Inventories                                                                0.00                   0.00

Prepaid Expenses                                                           0.00               2,428.25

Other Current Assets                                                       0.00              12,086.31
                                                                   ------------           ------------
Total Current Assets                                                       0.00             283,620.70


Fixed Assets                                                               0.00             475,030.49

Accumulated Depreciation                                                   0.00            (200,064.63)
                                                                   ------------           ------------
Net Fixed Assets                                                           0.00             274,965.86


Net Goodwill                                                               0.00                   0.00

Intercompany Due To/From                                            (606,088.17)           (661,080.60)

Net Deferred Financing Fees                                                0.00                   0.00

Net Investment in Subsidiaries                                             0.00                   0.00
                                                                   ------------           ------------
Total Other Assets                                                  (606,088.17)           (661,080.60)
                                                                   ------------           ------------
Total Assets                                                        (606,088.17)           (102,494.04)
                                                                   ============           ============





AMCV US SET OF BOOKS                                   Date: 26-JUL-02 09:52:52
BALANCE SHEET - ATTACHMENT 5                           Page: 2
Current Period: JUN-02

currency USD
Company=61 (ODC)



                                                                    YTD-Actual             YTD-Actual
                                                                     30-Jun-02              22-Oct-02
                                                                   ------------           ------------
                                                                                    
LIABILITIES

Accounts Payable                                                           0.00               8,352.05

Accrued Liabilities                                                        0.00               4,455.57

Deposits                                                                   0.00                   0.00
                                                                   ------------           ------------
Total Current Liabilities                                                  0.00              12,807.62


Long Term Debt                                                             0.00                   0.00

Other Long Term Liabilities                                                0.00                   0.00
                                                                   ------------           ------------
Total Liabilities                                                          0.00              12,807.62


OTHER

Liabilities Subject to Compromise                                     12,807.62                   0.00
                                                                   ------------           ------------
Total Other                                                           12,807.62                   0.00


OWNER'S EQUITY

Common Stock                                                               1.00                   1.00

Add'l Paid In Capital                                                     99.00                  99.00

Current Net Income (Loss)                                            (20,294.67)            (34,923.61)

Retained Earnings                                                   (598,701.12)            (80,478.05)
                                                                   ------------           ------------
Total Owner's Equity                                                (618,895.79)           (115,301.66)
                                                                   ------------           ------------
Total Liabilities & Equity                                          (606,088.17)           (102,494.04)
                                                                   ============           ============







                                                                 BEGINNING                                                ENDING
AFFILIATE NAME                              CASE NUMBER           BALANCE              DEBITS        CREDITS               BALANCE
                                                                                                    
American Classic Voyages Co.                01-10954        (206,379,952.56)             --         9,167.14       (206,389,119.70)
AMCV Cruise Operations, Inc.                01-10967          (1,559,238.61)             --               --         (1,559,238.61)
The Delta Queen Steamboat Co.               01-10970          (2,214,633.49)             --               --         (2,214,633.49)
Great Pacific NW Cruise Line, L.L.C.        01-10977          24,185,738.20              --               --         24,185,738.20
Cruise America Travel, Incorporated         01-10966             (15,996.19)             --               --            (15,996.19)
Cape Cod Light, L.L.C.                      01-10962          13,058,475.55              --               --         13,058,475.55
Cape May Light, L.L.C.                      01-10961          14,604,239.22              --               --         14,604,239.22
Project America, Inc.                       N/A                 (121,769.93)             --               --           (121,769.93)
Oceanic Ship Co.                            N/A               16,588,600.15              --               --         16,588,600.15
Project America Ship I, Inc.                N/A               88,694,801.97              --               --         88,694,801.97
Project America Ship II, Inc.               N/A               53,705,913.72              --               --         53,705,913.72
Great Hawaiian Properties Corporation       01-10971            (780,707.24)             --               --           (780,707.24)
CAT II, Inc.                                01-10968            (362,391.82)             --               --           (362,391.82)
                                                           ------------------------------------------------------------------------
                                                                (596,921.03)             --         9,167.14           (606,088.17)
                                                           ========================================================================





                              Ocean Development Co.
                                 01-10972 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable




                              Ocean Development Co.
                                 01-10972 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable




DEBTOR: OCEAN DEVELOPMENT CO.                       CASE NUMBER: 01-10972 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.16

                                                                  EXHIBIT 99.16


DEBTOR: AMCV HOLDINGS, INC.                          CASE NUMBER: 01-10973 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- --------------------
Steve Moeller
Director, Accounting



DEBTOR: AMCV HOLDINGS, INC.                          CASE NUMBER: 01-10973 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report




  20-Jul-02            Summary Of Bank And Investment Accounts      Attachment 1
   4:08 PM                       AMCV Holdings, Inc.
Summary                        Case No: 01-10973 (JCA)                 UNAUDITED
AMCV Holdings, Inc.            For Month Of June, 2002



                                    Balances
                              ------------------------------    Receipts &       Bank
                                  Opening          Closing      Disbursements    Statements    Account
Account                       As Of 6/01/02    As Of 6/30/02    Included         Included      Reconciled
- -------                       -------------    -------------    -------------    ----------    ----------
                                                                                
No Bank Or Investment
Accounts                           NA                NA              NA              NA            NA




  20-Jul-02                    Receipts & Disbursements             Attachment 2
   4:09 PM                        AMCV Holdings, Inc.
Summary                         Case No: 01-10973 (JCA)
AMCV Holdings, Inc.             For Month Of June, 2002
Attach 2


       No Receipts Or Disbursements Due To No Bank Or Investment Accounts



                                                                           
  20-Jul-02                Concentration & Investment Account Statements         Attachment 3
   4:10 PM                             AMCV Holdings, Inc.
Summary                              Case No: 01-10973 (JCA)
AMCV Holdings, Inc.                 For Month Of June, 2002
Attach 3



          No Statements Due To No Concentration Or Investment Accounts





AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:47:45
INCOME STATEMENT - ATTACHMENT 4                         Page: 1
Current Period: JUN-02

currency USD
Company=12 (AMCV - HOLDINGS)



                                                                    PTD-Actual
                                                                    30-Jun-02
                                                                 ---------------
                                                                         
Revenue
Gross Revenue                                                               0.00
Allowances                                                                  0.00
                                                                 ---------------
Net Revenue                                                                 0.00

Operating Expenses
Air                                                                         0.00
Hotel                                                                       0.00
Commissions                                                                 0.00
Onboard Expenses                                                            0.00
Passenger Expenses                                                          0.00
Vessel Expenses                                                             0.00
Layup/Drydock Expense                                                       0.00
Vessel Insurance                                                            0.00
                                                                 ---------------
Total Operating Expenses                                                    0.00

                                                                 ---------------
Gross Profit                                                                0.00

SG&A Expenses
Sales & Marketing                                                           0.00
Start-Up Costs                                                              0.00
                                                                 ---------------
Total SG&A Expenses                                                         0.00

                                                                 ---------------
EBITDA                                                                      0.00

Depreciation                                                                0.00

                                                                 ---------------
Operating Income                                                            0.00

Other Expense/(Income)
Interest Income                                                             0.00
Equity in Earnings for Sub                                       (466,509,449.26)
Reorganization expenses                                                     0.00
                                                                 ---------------
Total Other Expense/(Income)                                      466,509,449.26

                                                                 ---------------
Net Pretax Income/(Loss)                                         (466,509,449.26)

Income Tax Expense                                                          0.00

                                                                 ---------------
Net Income/(Loss)                                                (466,509,449.26)
                                                                 ===============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:53
BALANCE SHEET - ATTACHMENT 5                            Page: 1
Current Period: JUN-02

currency USD
Company=12 (AMCV - HOLDINGS)



                                            YTD-Actual             YTD-Actual
                                            30-Jun-02              22-Oct-02
                                         ---------------         --------------
                                                           
ASSETS

Cash and Equivalent                                 0.00                   0.00

Restricted Cash                                     0.00                   0.00

Accounts Receivable                                 0.00                   0.00

Inventories                                         0.00                   0.00

Prepaid Expenses                                    0.00                   0.00

Other Current Assets                                0.00                   0.00

                                         ---------------         --------------
Total Current Assets                                0.00                   0.00


Fixed Assets                                        0.00                   0.00

Accumulated Depreciation                            0.00                   0.00

                                         ---------------         --------------
Net Fixed Assets                                    0.00                   0.00


Net Goodwill                                        0.00                   0.00

Intercompany Due To/From                            0.00                   0.00

Net Deferred Financing Fees                         0.00                   0.00

Net Investment in Subsidiaries           (469,195,558.34)           (918,077.34)

                                         ---------------         --------------
Total Other Assets                       (469,195,558.34)           (918,077.34)

                                         ---------------         --------------
Total Assets                             (469,195,558.34)           (918,077.34)
                                         ===============         ==============





AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:53
BALANCE SHEET - ATTACHMENT 5                            Page: 2
Current Period: JUN-02

currency USD
Company=12 (AMCV - HOLDINGS)



                                            YTD-Actual             YTD-Actual
                                            30-Jun-02              22-Oct-02
                                         ---------------         --------------
                                                           
LIABILITIES

Accounts Payable                                    0.00                   0.00

Accrued Liabilities                                 0.00                   0.00

Deposits                                            0.00                   0.00

                                         ---------------         --------------
Total Current Liabilities                           0.00                   0.00


Long Term Debt                                      0.00                   0.00

Other Long Term Liabilities                         0.00                   0.00

                                         ---------------         --------------
Total Liabilities                                   0.00                   0.00


OTHER

Liabilities Subject to Compromise                   0.00                   0.00

                                         ---------------         --------------
Total Other                                         0.00                   0.00


OWNER'S EQUITY

Common Stock                                    9,440.25               9,440.25

Add'l Paid In Capital                      79,208,059.85          79,208,059.85

Current Net Income (Loss)                (469,009,767.89)        (13,500,663.21)

Retained Earnings                         (79,403,290.55)        (66,634,914.23)

                                         ---------------         --------------
Total Owner's Equity                     (469,195,558.34)           (918,077.34)

                                         ---------------         --------------
Total Liabilities & Equity               (469,195,558.34)           (918,077.34)
                                         ===============         ==============




AMCV Holdings, Inc.                ATTACHMENT 6                    01-10973(JCA)
                      Summary List of Due To/Due From Accounts
                         For the Month Ended June 30, 2002



                                                                  BEGINNING                                                ENDING
AFFILIATE NAME                                  CASE NUMBER        BALANCE             DEBITS           CREDITS            BALANCE
                                                                                                          
AMCV Cruise Operations, Inc.                    01-10967         638,138.36           1,500.00             15.00         639,623.36
Project America, Inc.                           N/A             (457,361.14)                --                --        (457,361.14)
Great Hawaiian Cruise Line, Inc.                01-10975        (180,777.22)             15.00          1,500.00        (182,262.22)
                                                                -------------------------------------------------------------------
                                                                         --           1,515.00          1,515.00                 --
                                                                ===================================================================




                               AMCV Holdings, Inc.
                                 01-10973 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable



                               AMCV Holdings, Inc.
                                 01-10973 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8


                                 Not Applicable



DEBTOR: AMCV HOLDINGS, INC.                          CASE NUMBER: 01-10973 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.17

                                                                  EXHIBIT 99.17


DEBTOR: DQSB II, INC.                                CASE NUMBER: 01-10974 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- --------------------
Steve Moeller
Director, Accounting



DEBTOR: DQSB II, Inc.                                CASE NUMBER: 01-10974 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



  20-Jul-02         Summary Of Bank And Investment Accounts         Attachment 1
   4:11 PM                       DQSB II, Inc.
Summary                      Case No: 01-10974 (JCA)                   UNAUDITED
DQSB II, Inc.                For Month Of June, 2002




                                    Balances
                              ------------------------------    Receipts &       Bank
                                  Opening          Closing      Disbursements    Statements    Account
Account                       As Of 6/01/02    As Of 6/30/02    Included         Included      Reconciled
- -------                       -------------    -------------    -------------    ----------    ----------
                                                                                
No Bank Or Investment
Accounts                           NA                NA              NA              NA            NA




  20-Jul-02                    Receipts & Disbursements             Attachment 2
   4:12 PM                          DQSB II, Inc.
Summary                         Case No: 01-10974 (JCA)
DQSB II, Inc.                  For Month Of June, 2002
Attach 2


       No Receipts Or Disbursements Due To No Bank Or Investment Accounts



                                                                           
  20-Jul-02                Concentration & Investment Account Statements         Attachment 3
   4:13 PM                                DQSB II, Inc.
Summary                               Case No: 01-10974 (JCA)
DQSB II, Inc.                        For Month Of June, 2002
Attach 3



          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                              Date: 26-JUL-02 09:47:47
INCOME STATEMENT - ATTACHMENT 4                   Page:   1
Current Period: JUN-02

currency USD
Company=60 (DELTA QUEEN SC II)



                                                                    PTD-Actual
                                                                    30-Jun-02
                                                                  -------------
                                                               
Revenue
Gross Revenue                                                              0.00
Allowances                                                                 0.00
                                                                  -------------
Net Revenue                                                                0.00

Operating Expenses
Air                                                                        0.00
Hotel                                                                      0.00
Commissions                                                                0.00
Onboard Expenses                                                           0.00
Passenger Expenses                                                         0.00
Vessel Expenses                                                            0.00
Layup/Drydock Expense                                                      0.00
Vessel Insurance                                                           0.00
                                                                  -------------
Total Operating Expenses                                                   0.00

Gross Profit                                                               0.00

SG&A Expenses
Sales & Marketing                                                          0.00
Start-Up Costs                                                             0.00
                                                                  -------------
Total SG&A Expenses                                                        0.00

                                                                  -------------
EBITDA                                                                     0.00

Depreciation                                                               0.00

                                                                  -------------
Operating Income                                                           0.00

Other Expense/(Income)
Interest Income                                                            0.00
Equity in Earnings for Sub                                        (1,987,581.43)
Reorganization expenses                                                    0.00
                                                                  -------------
Total Other Expense/(Income)                                       1,987,581.43

                                                                  -------------
Net Pretax Income/(Loss)                                          (1,987,581.43)

Income Tax Expense                                                         0.00

                                                                  -------------
Net Income/(Loss)                                                 (1,987,581.43)
                                                                  =============






AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:56
BALANCE SHEET - ATTACHMENT 5                            Page: 1
Current Period: JUN-02

currency USD
Company=60 (DELTA QUEEN SC II)



                                            YTD-Actual             YTD-Actual
                                            30-Jun-02               22-Oct-02
                                          -------------           -------------
                                                            
ASSETS

Cash and Equivalent                                0.00                    0.00

Restricted Cash                                    0.00                    0.00

Accounts Receivable                                0.00                    0.00

Inventories                                        0.00                    0.00

Prepaid Expenses                                   0.00                    0.00

Other Current Assets                               0.00                    0.00

                                          -------------           -------------
Total Current Assets                               0.00                    0.00


Fixed Assets                                       0.00                    0.00

Accumulated Depreciation                           0.00                    0.00

                                          -------------           -------------
Net Fixed Assets                                   0.00                    0.00


Net Goodwill                                       0.00                    0.00

Intercompany Due To/From                     (22,497.32)             (21,361.32)

Net Deferred Financing Fees                        0.00                    0.00

Net Investment in Subsidiaries            (1,828,072.86)             178,552.30

                                          -------------           -------------
Total Other Assets                        (1,850,570.18)             157,190.98

                                          -------------           -------------
Total Assets                              (1,850,570.18)             157,190.98
                                          =============           =============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:56
BALANCE SHEET - ATTACHMENT 5                            Page: 2
Current Period: JUN-02

currency USD
Company=60 (DELTA QUEEN SC II)



                                            YTD-Actual             YTD-Actual
                                            30-Jun-02               22-Oct-02
                                          -------------           ------------
                                                            
LIABILITIES

Accounts Payable                                    0.00                  0.00

Accrued Liabilities                                 0.00                  0.00

Deposits                                            0.00                  0.00

                                           -------------           -----------
Total Current Liabilities                           0.00                  0.00


Long Term Debt                                      0.00                  0.00

Other Long Term Liabilities                    (4,904.83)            (4,904.83)

                                           -------------           -----------
Total Liabilities                              (4,904.83)            (4,904.83)


OTHER

Liabilities Subject to Compromise                   0.00                  0.00

                                           -------------           -----------
Total Other                                         0.00                  0.00


OWNER'S EQUITY

Common Stock                                        0.00                  0.00

Add'l Paid In Capital                         600,000.00            600,000.00

Current Net Income (Loss)                  (1,992,205.49)          (181,334.98)

Retained Earnings                            (453,459.86)          (256,569.21)

                                           -------------           -----------
Total Owner's Equity                       (1,845,665.35)           162,095.81

                                           -------------           -----------
Total Liabilities & Equity                 (1,850,570.18)           157,190.98
                                           =============           ===========






                                                                    BEGINNING                                             ENDING
AFFILIATE NAME                                     CASE NUMBER       BALANCE                DEBITS          CREDITS       BALANCE
                                                                                                         
American Classic Voyages Co.                       01-10954        (22,836.06)                --              --        (22,836.06)
AMCV Cruise Operations, Inc.                       01-10967         (2,330.40)                --              --         (2,330.40)
Great AQ Steamboat, L.L.C                          01-10960            919.60                 --              --            919.60
Great Pacific NW Cruise Line, L.L.C                01-10977            339.49                 --              --            339.49
Great River Cruise Line, L.L.C                     01-10963            367.05                 --              --            367.05
Great Ocean Cruise Line, L.L.C                     01-10959            877.52                 --              --            877.52
Cape Cod Light, L.L.C                              01-10962             82.74                 --              --             82.74
Cape May Light, L.L.C                              01-10961             82.74                 --              --             82.74
                                                                   ---------------------------------------------------------------
                                                                   (22,497.32)                --              --        (22,497.32)
                                                                   ===============================================================




                                  DQSB II, Inc.
                                 01-10974 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7


                                 Not Applicable



                                  DQSB II, Inc.
                                 01-10974 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable



DEBTOR: DQSB II, INC.                                CASE NUMBER: 01-10974 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT


The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.


1.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

EX-99.18

DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC.             CASE NUMBER: 01-10975 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.


/s/ STEVE MOELLER
- --------------------
Steve Moeller
Director, Accounting



DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC.             CASE NUMBER: 01-10975 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report



                                                                                
  20-Jul-02                            Summary Of Bank And Investment Accounts        Attachment 1
   4:14 PM                                 Great Hawaiian Cruise Line, Inc.
Summary                                        Case No: 01-10975 (JCA)                                              UNAUDITED
Great Hawaiian Cruise Line, Inc.               For Month Of June, 2002






                                    Balances
                              ------------------------------    Receipts &       Bank
                                  Opening          Closing      Disbursements    Statements    Account
Account                       As Of 6/01/02    As Of 6/30/02    Included         Included      Reconciled
- -------                       -------------    -------------    -------------    ----------    ----------
                                                                                
No Bank Or Investment
Accounts                           NA                NA              NA              NA            NA





  20-Jul-02                        Receipts & Disbursements         Attachment 2
   4:15 PM                      Great Hawaiian Cruise Line, Inc.
Summary                             Case No: 01-10975 (JCA)
Great Hawaiian Cruise Line          For Month Of June, 2002
Attach 2

       No Receipts Or Disbursements Due To No Bank Or Investment Accounts



                                                                                    
  20-Jul-02                       Concentration & Investment Account Statements           Attachment 3
   4:16 PM                              Great Hawaiian Cruise Line, Inc.
Summary                                      Case No: 01-10975 (JCA)
Great Hawaiian Cruise Line                  For Month Of June, 2002
Attach 3



          No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:47:48
INCOME STATEMENT - ATTACHMENT 4                         Page: 1
Current Period: JUN-02

currency USD
Company=50 (GREAT HAWAII CRUISE LN)



                                                                   PTD-Actual
                                                                   30-Jun-02
                                                                 --------------
                                                              
Revenue
Gross Revenue                                                              0.00
Allowances                                                                 0.00
                                                                 --------------
Net Revenue                                                                0.00

Operating Expenses
Air                                                                        0.00
Hotel                                                                      0.00
Commissions                                                                0.00
Onboard Expenses                                                           0.00
Passenger Expenses                                                         0.00
Vessel Expenses                                                            0.00
Layup/Drydock Expense                                                      0.00
Vessel Insurance                                                           0.00
                                                                 --------------
Total Operating Expenses                                                   0.00

                                                                 --------------
Gross Profit                                                               0.00

SG&A Expenses
Sales & Marketing                                                          0.00
Start-Up Costs                                                             0.00
                                                                 --------------
Total SG&A Expenses                                                        0.00

                                                                 --------------
EBITDA                                                                     0.00

Depreciation                                                               0.00

                                                                 --------------
Operating Income                                                           0.00

Other Expense/(Income)
Interest Income                                                            0.00
Equity in Earnings for Sub                                       (55,478,605.38)
Reorganization expenses                                                    0.00
                                                                 --------------
Total Other Expense/(Income)                                      55,478,605.38

                                                                 --------------
Net Pretax Income/(Loss)                                         (55,478,605.38)

Income Tax Expense                                                         0.00

                                                                 --------------
Net Income/(Loss)                                                (55,478,605.38)
                                                                 ==============





AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:57
BALANCE SHEET - ATTACHMENT 5                            Page: 1
Current Period: JUN-02

currency USD
Company=50 (GREAT HAWAII CRUISE LN)



                                          YTD-Actual               YTD-Actual
                                           30-Jun-02                22-Oct-02
                                        --------------           --------------
                                                           
ASSETS

Cash and Equivalent                               0.00                     0.00

Restricted Cash                                   0.00                     0.00

Accounts Receivable                               0.00                     0.00

Inventories                                       0.00                     0.00

Prepaid Expenses                                  0.00                     0.00

Other Current Assets                              0.00                     0.00

                                        --------------           --------------
Total Current Assets                              0.00                     0.00


Fixed Assets                                      0.00                     0.00

Accumulated Depreciation                          0.00                     0.00

                                        --------------           --------------
Net Fixed Assets                                  0.00                     0.00


Net Goodwill                                      0.00                     0.00

Intercompany Due To/From                (24,595,692.37)          (24,608,201.70)

Net Deferred Financing Fees                       0.00                     0.00

Net Investment in Subsidiaries          (14,892,347.84)           41,532,108.18

                                        --------------           --------------
Total Other Assets                      (39,488,040.21)           16,923,906.48

                                        --------------           --------------
Total Assets                            (39,488,040.21)           16,923,906.48
                                        ==============           ==============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:57
BALANCE SHEET - ATTACHMENT 5                            Page: 2
Current Period: JUN-02

currency USD
Company=50 (GREAT HAWAII CRUISE LN)



                                          YTD-Actual               YTD-Actual
                                           30-Jun-02                22-Oct-02
                                        --------------           --------------
                                                           
LIABILITIES

Accounts Payable                                  0.00                     0.00

Accrued Liabilities                               0.00                     0.00

Deposits                                          0.00                     0.00

                                        --------------           --------------
Total Current Liabilities                         0.00                     0.00


Long Term Debt                                    0.00                     0.00

Other Long Term Liabilities              (1,816,230.95)           (1,816,230.95)

                                        --------------           --------------
Total Liabilities                        (1,816,230.95)           (1,816,230.95)


OTHER

Liabilities Subject to Compromise                 0.00                     0.00

                                        --------------           --------------
Total Other                                       0.00                     0.00


OWNER'S EQUITY

Common Stock                                  8,440.25                 8,440.25

Add'l Paid In Capital                    76,531,536.87            76,531,536.87

Current Net Income (Loss)               (57,283,189.85)          (11,777,334.92)

Retained Earnings                       (56,928,596.53)          (46,022,504.77)

                                        --------------           --------------
Total Owner's Equity                    (37,671,809.26)           18,740,137.43

                                        --------------           --------------
Total Liabilities & Equity              (39,488,040.21)           16,923,906.48
                                        ==============           ==============






                                                                        BEGINNING                                         ENDING
AFFILIATE NAME                                        CASE NUMBER        BALANCE          DEBITS        CREDITS           BALANCE
                                                                                                      
American Classic Voyages Co.                          01-10954       (3,571,229.75)            --            --       (3,571,229.75)
AMCV Holdings, Inc.                                   01-10973          180,777.22       1,500.00         15.00          182,262.22
AMCV Cruise Operations, Inc.                          01-10967           22,292.97             --            --           22,292.97
The Delta Queen Steamboat Co.                         01-10970            7,057.02             --            --            7,057.02
Great River Cruise Line, L.L.C                        01-10963               60.73             --            --               60.73
Great Ocean Cruise Line, L.L.C                        01-10959           37,394.43             --            --           37,394.43
Cape May Light, L.L.C                                 01-10961            8,411.75             --            --            8,411.75
Oceanic Ship Co.                                           N/A           (1,803.12)            --            --           (1,803.12)
Great Hawaiian Properties Corporation                 01-10971        3,600,035.73             --       1,500.00       3,598,535.73
American Hawaii Properties Corporation                01-10976         (179,648.39)      1,515.00       1,500.00        (179,633.39)
Great Independence Ship Co.                           01-10969      (24,699,040.96)            --            --      (24,699,040.96)
                                                                    ---------------------------------------------------------------
                                                                    (24,595,692.37)      3,015.00       3,015.00     (24,595,692.37)
                                                                    ===============================================================




                        Great Hawaiian Cruise Line, Inc.
                                 01-10975 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable



                        Great Hawaiian Cruise Line, Inc.
                                 01-10975 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable




DEBTOR: GREAT HAWAIIAN CRUISE LINE, INC.             CASE NUMBER: 01-10975 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.


1.       Other long-term liabilities consists of deferred tax assets and
         liabilities, net. Deferred tax assets and liabilities have been
         recognized for the expected future tax consequences of temporary
         differences between carrying amounts and the tax bases of assets and
         liabilities. The Debtor has not recorded adjustments to these amounts
         pending the outcome of Chapter 11 proceedings.

EX-99.19

                                                                   EXHIBIT 99.19

DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION       CASE NUMBER: 01-10976 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.



/s/ STEVE MOELLER
- ---------------------------
Steve Moeller
Director, Accounting



DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION       CASE NUMBER: 01-10976 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS



                        
Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report




20-Jul-02     Summary Of Bank, Investment & Petty Cash Accounts     Attachment 1
4:17 PM            American Hawaii Properties Corporation
Summary                   Case No: 01-10976 (JCA)                      UNAUDITED
                           For Month Of June, 2002
American Hawaii Properties Corp



                                                     Balances
                                        ---------------------------------      Receipts &            Bank
                                          Opening              Closing         Disbursements         Statements      Account
Account                                 As Of 6/01/02       As Of 6/30/02      Included              Included        Reconciled
- -------                                 -------------       -------------      -------------         ---------       ----------
                                                                                                      
AHC - Honolulu Payroll                       0.00                0.00          No -                  No -            No -
Bank One                                                                       Account               Account         Account
Account # - 552-0110673379                                                     Closed                Closed          Closed

American Hawaii Pro DBA AHC                  0.00                0.00          No -                  No -            No -
Bank of Hawaii                                                                 Account               Account         Account
Account # - 0001-037773                                                        Closed                Closed          Closed

Honolulu Office                              0.00                0.00          No -                  Not A Bank      No -
Petty Cash                                                                     No Activity           Account         No Activity




20-Jul-02                 Receipts & Disbursements                  Attachment 2
4:18 PM               American Hawaii Properties Corp
Summary                    Case No: 01-10976 (JCA)
                           For Month Of June, 2002
American Hawaii Properties Corp
Attach 2

         No Receipts Or Disbursements Due To All Accounts Closed



20-Jul-02       Concentration & Investment Account Statements       Attachment 3
4:18 PM                American Hawaii Properties Corp
Summary                    Case No: 01-10976 (JCA)
                           For Month Of June, 2002
American Hawaii Properties Corp
Attach 3

         No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:47:49
INCOME STATEMENT - ATTACHMENT 4                         Page: 1
Current Period: JUN-02

currency USD
Company=52 (AHC - HONOLULU OFFICE)



                                           PTD-Actual
                                            30-Jun-02
                                           ---------
                                        
Revenue
Gross Revenue                                   0.00
Allowances                                      0.00
                                            --------
Net Revenue                                     0.00

Operating Expenses
Air                                             0.00
Hotel                                           0.00
Commissions                                     0.00
Onboard Expenses                                0.00
Passenger Expenses                              0.00
Vessel Expenses                                 0.00
Layup/Drydock Expense                           0.00
Vessel Insurance                                0.00
                                            --------
Total Operating Expenses                        0.00

                                            --------
Gross Profit                                    0.00

SG&A Expenses
General and Admin Expenses                 (1,475.02)
Sales & Marketing                               0.00
Start-Up Costs                                  0.00
                                            --------
Total SG&A Expenses                        (1,475.02)

                                            --------
EBITDA                                      1,475.02

Depreciation                                    0.00

                                            --------
Operating Income                            1,475.02

Other Expense/(Income)
Interest Income                                 0.00
Equity in Earnings for Sub                      0.00
Reorganization expenses                         0.00
                                            --------
Total Other Expense/(Income)                    0.00

                                            --------
Net Pretax Income/(Loss)                    1,475.02

Income Tax Expense                              0.00

                                            --------
Net Income/(Loss)                           1,475.02
                                            ========




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:59
BALANCE SHEET - ATTACHMENT 5                            Page: 1
Current Period: JUN-02

currency USD
Company=52 (AHC - HONOLULU OFFICE)



                                                YTD-Actual                YTD-Actual
                                                30-Jun-02                 22-Oct-02
                                              -------------             -------------
                                                                  
ASSETS

Cash and Equivalent                                    0.00                175,430.72

Restricted Cash                                        0.00                      0.00

Accounts Receivable                                    0.00                  1,334.40

Inventories                                            0.00              1,214,962.00

Prepaid Expenses                                       0.00                  7,240.63

Other Current Assets                                   0.00                      0.00
                                              -------------             -------------
Total Current Assets                                   0.00              1,398,967.75

Fixed Assets                                           0.00              1,553,888.60

Accumulated Depreciation                               0.00               (591,442.88)
                                              -------------             -------------
Net Fixed Assets                                       0.00                962,445.72

Net Goodwill                                           0.00                      0.00

Intercompany Due To/From                      (2,976,313.66)            (3,743,572.98)

Net Deferred Financing Fees                            0.00                      0.00

Net Investment in Subsidiaries                         0.00                      0.00
                                              -------------             -------------
Total Other Assets                            (2,976,313.66)            (3,743,572.98)
                                              -------------             -------------
Total Assets                                  (2,976,313.66)            (1,382,159.51)
                                              =============             =============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:52:59
BALANCE SHEET - ATTACHMENT 5                            Page: 2
Current Period: JUN-02

currency USD
Company=52 (AHC - HONOLULU OFFICE)



                                                   YTD-Actual                YTD-Actual
                                                   30-Jun-02                 22-Oct-02
                                                 -------------             -------------
                                                                     
LIABILITIES

Accounts Payable                                          0.00                      0.00

Accrued Liabilities                                       0.00                      0.00

Deposits                                                  0.00                      0.00
                                                 -------------             -------------
Total Current Liabilities                                 0.00                      0.00

Long Term Debt                                            0.00                      0.00

Other Long Term Liabilities                               0.00                      0.00
                                                 -------------             -------------
Total Liabilities                                         0.00                      0.00

OTHER

Liabilities Subject to Compromise                         0.00                      0.00
                                                 -------------             -------------
Total Other                                               0.00                      0.00

OWNER'S EQUITY

Common Stock                                          1,000.00                  1,000.00

Add'l Paid In Capital                                     0.00                      0.00

Current Net Income (Loss)                        (1,440,306.39)            (1,383,800.96)

Retained Earnings                                (1,537,007.27)                   641.45
                                                 -------------             -------------
Total Owner's Equity                             (2,976,313.66)            (1,382,159.51)
                                                 -------------             -------------
Total Liabilities & Equity                       (2,976,313.66)            (1,382,159.51)
                                                 =============             =============




American Hawaii Properties             ATTACHMENT 6               01-10976 (JCA)
                       Summary List of Due To/Due From Accounts
                           For the Month Ended June 30, 2002



                                                               BEGINNING                                                   ENDING
AFFILIATE NAME                              CASE NUMBER         BALANCE                DEBITS               CREDITS       BALANCE
- --------------                              -----------      --------------           --------              -------   --------------
                                                                                                       
American Classic Voyages Co.                  01-10954       (2,485,515.74)           1,475.02                 --     (2,484,040.72)
AMCV Cruise Operations, Inc.                  01-10967       (5,188,990.02)                 --                 --     (5,188,990.02)
The Delta Queen Steamboat Co.                 01-10970          (43,550.29)                 --                 --        (43,550.29)
Great AQ Steamboat, L.L.C                     01-10960            1,496.24                  --                 --          1,496.24
Great River Cruise Line, L.L.C                01-10963           (9,562.38)                 --                 --         (9,562.38)
Cruise America Travel, Incorporated           01-10966           (1,126.92)                 --                 --         (1,126.92)
Cape Cod Light, L.L.C                         01-10962           31,777.30                  --                 --         31,777.30
Project America, Inc.                              N/A        1,297,351.35                  --                 --      1,297,351.35
Oceanic Ship Co.                                   N/A        3,724,194.25                  --                 --      3,724,194.25
Great Hawaiian Cruise Line, Inc.              01-10975          179,648.39                  --              15.00        179,633.39
Great Hawaiian Properties Corporation         01-10971           62,430.01                  --                 --         62,430.01
Great Independence Ship Co.                   01-10969         (542,250.76)                 --                 --       (542,250.76)
CAT II, Inc.                                  01-10968           (3,675.11)                 --                 --         (3,675.11)
                                                             -------------            --------              -----     --------------
                                                             (2,977,773.68)           1,475.02              15.00     (2,976,313.66)
                                                             =============            ========              =====     ==============




                     American Hawaii Properties Corporation
                                 01-10976 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable



                     American Hawaii Properties Corporation
                                 01-10976 (JCA)

                             Accounts Payable Detail
                               As of June 30, 2002

                                  Attachment 8

                                 Not Applicable



DEBTOR: AMERICAN HAWAII PROPERTIES CORPORATION       CASE NUMBER: 01-10976 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

EX-99.20

                                                                   EXHIBIT 99.20

DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C.         CASE NUMBER: 01-10977 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

In accordance with title 28, section 1746, of the United States Code, I declare
under penalty of perjury that I have examined the attached June Monthly
Operating Report (Attachments 1 through 9) and, to the best of my knowledge,
these documents are true, correct, and complete.



/s/ STEVE MOELLER
- -------------------------
Steve Moeller
Director, Accounting



DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C.         CASE NUMBER: 01-10977 (JCA)

                            MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                    CONTENTS

                        
Attachment 1               Summary of Bank and Investment Accounts

Attachment 2               Schedule of Receipts and Disbursements

Attachment 3               Bank and Investment Account Statements

Attachment 4               Income Statement

Attachment 5               Balance Sheet

Attachment 6               Summary of Due To/Due From Intercompany Accounts

Attachment 7               Accounts Receivable Aging

Attachment 8               Accounts Payable Detail

Attachment 9               Notes to June Monthly Operating Report





20-Jul-02    Summary Of Bank, Investment & Petty Cash Accounts      Attachment 1
4:20 PM            Great Pacific NW Cruise Line, L.L.C.
Summary                    Case No: 01-10977 (JCA)                     UNAUDITED
                          For Month Of June, 2002
Great Pacific NW Cruise Line, LLC



                                               Balances
                                   --------------------------------      Receipts &            Bank
                                      Opening            Closing         Disbursements         Statements       Account
Account                            As Of 6/01/02      As Of 6/30/02      Included              Included         Reconciled
- -------                            -------------      -------------      -------------         -------------    ----------
                                                                                                 
Great Pacific NW Cruise Line            0.00              0.00           No -                  No -             No -
Payroll                                                                  Account               Account          Account
U.S. Bank                                                                Closed                Closed           Closed
Account # - 153390417191

Great Pacific NW Cruise Line            0.00              0.00           No -                  No -             No -
Steamer                                                                  Account               Account          Account
U.S. Bank                                                                Closed                Closed           Closed
Account # - 153390417191

Great Pacific NW Cruise Line            0.00              0.00           No -                  No - Not         No -
Columbia Queen Petty Cash                                                No Activity           Concentration    No Activity
                                                                                               Account




20-Jul-02                   Receipts & Disbursements                Attachment 2
4:21 PM               Great Pacific NW Cruise Line, L.L.C.
Summary                      Case No: 01-10977 (JCA)
                             For Month Of June, 2002
Great Pacific NW Cruise Line, LLC
Attach 2

         No Receipts Or Disbursements Due To All Accounts Closed



20-Jul-02      Concentration & Investment Account Statements        Attachment 3
4:21 PM            Great Pacific NW Cruise Line, L.L.C.
Summary                   Case No: 01-10977 (JCA)
                          For Month Of June, 2002
Great Pacific NW Cruise Line, LLC
Attach 3

         No Statements Due To No Concentration Or Investment Accounts



AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:47:51
INCOME STATEMENT - ATTACHMENT 4                         Page: 1
Current Period: JUN-02

currency USD
Company=24 (COLUMBIA QUEEN)



                                              PTD-Actual
                                              30-Jun-02
                                            --------------
                                         
Revenue
Gross Revenue                                      (510.93)
Allowances                                            0.00
                                            --------------
Net Revenue                                        (510.93)

Operating Expenses
Air                                                   0.00
Hotel                                                 0.00
Commissions                                           0.00
Onboard Expenses                                      0.00
Passenger Expenses                                    0.00
Vessel Expenses                                   8,046.57
Layup/Drydock Expense                                 0.00
Vessel Insurance                                  1,728.93
                                            --------------
Total Operating Expenses                          9,775.50

                                            --------------
Gross Profit                                    (10,286.43)

SG&A Expenses
Sales & Marketing                                     0.00
Start-Up Costs                                        0.00
                                            --------------
Total SG&A Expenses                                   0.00

                                            --------------
EBITDA                                          (10,286.43)

Depreciation                                          0.00

                                            --------------
Operating Income                                (10,286.43)

Other Expense/(Income)
Interest Income                                       0.00
Equity in Earnings for Sub                            0.00
Reorganization expenses                      33,545,741.60
                                            --------------
Total Other Expense/(Income)                 33,545,741.60

                                            --------------
Net Pretax Income/(Loss)                    (33,556,028.03)

Income Tax Expense                                    0.00

                                            --------------
Net Income/(Loss)                           (33,556,028.03)
                                            ==============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:53:03
BALANCE SHEET - ATTACHMENT 5                            Page: 1
Current Period: JUN-02

currency USD
Company=24 (COLUMBIA QUEEN)



                                                YTD-Actual                  YTD-Actual
                                                30-Jun-02                   22-Oct-02
                                              --------------             --------------
                                                                   
ASSETS

Cash and Equivalent                                     0.00                  31,623.21

Restricted Cash                                         0.00                       0.00

Accounts Receivable                                     0.00                  11,425.61

Inventories                                             0.00                 199,562.38

Prepaid Expenses                                        0.00                   2,800.00

Other Current Assets                                    0.00                       0.00

                                              --------------             --------------
Total Current Assets                                    0.00                 245,411.20

Fixed Assets                                            0.00              45,093,524.95

Accumulated Depreciation                                0.00              (1,870,234.50)

                                              --------------             --------------
Net Fixed Assets                                        0.00              43,223,290.45

Net Goodwill                                            0.00                       0.00

Intercompany Due To/From                      (10,099,823.87)             (9,983,225.62)

Net Deferred Financing Fees                             0.00               2,545,011.02

Net Investment in Subsidiaries                          0.00                       0.00

Other Non Current Assets                       12,000,000.00                       0.00

                                              --------------             --------------
Total Other Assets                              1,900,176.13              (7,438,214.60)

                                              --------------             --------------
Total Assets                                    1,900,176.13              36,030,487.05
                                              ==============             ==============




AMCV US SET OF BOOKS                                    Date: 26-JUL-02 09:53:03
BALANCE SHEET - ATTACHMENT 5                            Page: 2
Current Period: JUN-02

currency USD
Company=24 (COLUMBIA QUEEN)



                                                   YTD-Actual                 YTD-Actual
                                                    30-Jun-02                 22-Oct-02
                                                 --------------             --------------
                                                                      
LIABILITIES

Accounts Payable                                         235.00                     180.00

Accrued Liabilities                                        0.00                 331,444.68

Deposits                                                   0.00                       0.00

                                                 --------------             --------------
Total Current Liabilities                                235.00                 331,624.68

Long Term Debt                                             0.00                       0.00

Other Long Term Liabilities                                0.00                       0.00

                                                 --------------             --------------
Total Liabilities                                        235.00                 331,624.68

OTHER

Liabilities Subject to Compromise                 37,788,314.80              37,792,814.64

                                                 --------------             --------------
Total Other                                       37,788,314.80              37,792,814.64

OWNER'S EQUITY

Common Stock                                               0.00                       0.00

Add'l Paid In Capital                                      0.00                       0.00

Current Net Income (Loss)                        (33,703,467.86)                 18,578.51

Retained Earnings                                 (2,184,905.81)             (2,112,530.78)

                                                 --------------             --------------
Total Owner's Equity                             (35,888,373.67)             (2,093,952.27)

                                                 --------------             --------------
Total Liabilities & Equity                         1,900,176.13              36,030,487.05
                                                 ==============             ==============




Great Pacific NW Cruise Line, LLC         ATTACHMENT 6            01-10977 (JCA)
                           Summary List of Due To/Due From Accounts
                              For the Month Ended June 30, 2002



                                                               BEGINNING                                          ENDING
AFFILIATE NAME                              CASE NUMBER         BALANCE           DEBITS       CREDITS           BALANCE
- --------------                              -----------     --------------       --------      --------      --------------
                                                                                              
American Classic Voyages Co.                  01-10954       15,478,454.20             --      5,600.00       15,472,854.20
AMCV Cruise Operations, Inc.                  01-10967       (9,429,154.78)            --      4,175.50       (9,433,330.28)
The Delta Queen Steamboat Co.                 01-10970        8,416,402.63       2,121.28            --        8,418,523.91
DQSB II, Inc.                                 01-10974             (339.49)            --            --             (339.49)
Great AQ Steamboat, L.L.C.                    01-10960           (5,552.79)            --            --           (5,552.79)
Great River Cruise Line, L.L.C.               01-10963           (4,812.08)            --            --           (4,812.08)
Great Ocean Cruise Line, L.L.C.               01-10959          (10,219.55)            --            --          (10,219.55)
Cruise America Travel, Incorporated           01-10966         (674,733.24)            --            --         (674,733.24)
Delta Queen Coastal Voyages, L.L.C.           01-10964          118,887.26             --            --          118,887.26
Cape May Light, L.L.C.                        01-10961            5,380.67             --            --            5,380.67
Project America, Inc.                              N/A          (27,500.00)            --            --          (27,500.00)
Oceanic Ship Co.                                   N/A            1,701.33             --            --            1,701.33
Project America Ship I, Inc.                       N/A          291,567.65             --            --          291,567.65
Ocean Development Co.                         01-10972      (24,185,738.20)            --            --      (24,185,738.20)
Great Hawaiian Properties Corporation         01-10971          (66,513.26)            --            --          (66,513.26)
                                                            --------------       --------      --------      --------------
                                                            (10,092,169.65)      2,121.28      9,775.50      (10,099,823.87)
                                                            ==============       ========      ========      ==============




                      Great Pacific Nw Cruise Line, L.L.C.
                                 01-10977 (JCA)

                            Accounts Receivable Aging
                               As of June 30, 2002

                                  Attachment 7

                                 Not Applicable



                                 COLUMBIA QUEEN
                                AP-STEAMER CHECKS

                               24-000-221300-00000

                                     JUNE-02

OUTSTANDING CHECKS:

                                            
             1566 K Tinnin (American Express)               180.00
             1611 Charles Saporiti                           55.00

                                                            ------
             TOTAL PER G/L:                                 235.00
                                                            ======

             

                                 ATTACHMENT # 8



DEBTOR: GREAT PACIFIC NW CRUISE LINE, L.L.C.         CASE NUMBER: 01-10977 (JCA)

                      PRELIMINARY MONTHLY OPERATING REPORT
                               AS OF JUNE 30, 2002
                                       AND
                            FOR THE MONTH THEN ENDED

                                  ATTACHMENT 9
                     NOTES TO JUNE MONTHLY OPERATING REPORT

The information contained herein is unaudited.

Liabilities included in these financial statements reflect amounts known by the
Company to have been incurred. The Company has listed in prior filings with the
United States Trustee potential additional claims it believes may be asserted
against the Company.

To the best of the Debtor's knowledge and belief, based on currently available
information, all Federal income and payroll taxes due and owing have been paid.

1.       The Debtor and three other Debtors completed the forfeiture of four
         vessels to the Maritime Administration, the secured creditor of each
         vessel, during June. Accordingly, the Debtor wrote-off the carrying
         value of its vessel and related assets. The net loss of disposition
         totaled $33.5 million.