Sea Venture Cruises apparently overcame its difficulties in generating operating capital last week when the start-up Cruise line entered into an unofficial merger agreement with a publicly traded “blind pool” named TransAmerica Enterprises Inc.
The start-up cruise line, which failed to generate any investment capital during a 90-day initial public stock offering (IPO), won the support of the “several hundred” TransAmerica shareholders last week and will reportedly file a formal merger agreement with the Securities and Exchange Commission by Nov. 9.
Sea Venture, which has been seeking operating capital since its first prospectus on Sept. 18, 1987, said that “the company’s continued operation depends primarily upon the successful completion of this (public stock) offering.”
Although several Sea Venture spokesmen had repeatedly maintained that the second stock offering had generated at least $4.5 million, official documents filed with the SEC show that no capital was generated in the period between the May 27 offering and Aug. 31.
The Sea Venture spokesmen had acknowledged that the Miami-based cruise line would have been obligated to return all investments if the IPO failed to generate a minimum of $4.5 million over 90-days (or 150-days if mutually agreed upon by Sea Venture and the Profile Investment Corp. as the major underwriter.)
Cruise Industry News obtained a letter that TransAmerica sent to its shareholders on Oct. 15 notifying them of a special shareholders meeting on Oct. 25 to vote on the merger agreement with Sea Venture. A TransAmerica spokesman confirmed that the shareholders voted to change the TransAmerica name to Sea Venture Cruises Inc., to change the state of incorporation from Texas to Delaware and to authorize the board to issue a “reverse stock split.”
The TransAmerica spokesman explained that the reverse stock split was devised to give the current Sea Venture owners and management team the chance to maintain control of the cruise line when enough operating capital has been generated. He noted that TransAmerica is a blind pool that buys start-up companies that need investment capital and then withdraws once the initial company can generate capital on its own.
Documents filed with the SEC show that TransAmerica is a Boca Raton, Fla.-based corporation that officially became a publicly traded company on Sept. 19 after it had initially filed with the SEC last April. A SEC spokesman said that TransAmerica has been trading on “pink sheets” but had no immediate knowledge of its trading patterns or the net worth of the company.
The TransAmerica spokesman said that TransAmerica had also operated as a “blind pool” for a company named Benefit Performances that had been set up to raise funds for charity. He noted that Carl H. Canter is the president of TransAmerica and that Canter will “certainly” be a member of the new board of directors after shareholders vote for a new Sea Venture board after the official merger.
The TransAmerica letter to its shareholders said that the 1,200-passenger Tropicana was in its final stages of restoration in Greece and that Sea Venture would launch day-cruises from Miami to Bimini on the vessel in the fall. It also said that the 360-passenger Sea Venture is in its final stages of construction and would be delivered to Sea Venture in February 1989.
Sea Venture officials refused to answer several phone calls last week.
