Premier Exhibitions asks shareholders to reject Sellers Capital's board nominees

By Lisa Kerner

Charlotte, N.C., Jan. 12 - Premier Exhibitions, Inc. filed a definitive consent revocation statement with the Securities and Exchange Commission in response to Sellers Capital's bid to fill four vacancies on the company's board of directors.

The board has determined that Sellers Capital's consent solicitation is not in its shareholders' best interests, Premier Exhibitions said.

In December, Premier Exhibitions urged its shareholders not to submit a consent solicited by Sellers Capital in connection with its attempt to have Christopher J. Davino, William M. Adams, Jack Jacobs and Bruce Steinberg elected to the board.

Premier Exhibitions said Sellers Capital proposes that its four nominees and two designees as well as the company's other independent directors each be paid an annual retainer equal to $100,000 plus meeting fees and out-of-pocket expenses.

The company's independent directors currently do not receive an annual retainer, Premier Exhibitions said.

'Motives may be suspect'

Sellers Capital is continuing "a 'costly war of words' by issuing disturbing press releases" that question the integrity of the company's chief executive officer, other members of management and the independent directors, according to Premier Exhibitions.

Premier Exhibitions, in response to Sellers Capital's call for CEO Arnie Geller's resignation, said shareholders should judge Geller on his accomplishments and "not on the allegations of a few but vocal disgruntled directors or employees, whose motives may be suspect."

Sellers Capital, according to the company, is misleading shareholders by blaming Geller's management as the reason for Premier Exhibitions' declining share price. However, Premier Exhibitions believes its stock performance is related to the current economy and cited the share performance of companies with similar entertainment assets.

As previously reported, Sellers Capital said Premier Exhibitions' third-quarter earnings release is proof that the company's financial condition and core business "continue to deteriorate."

According to Sellers Capital, a 16.3% shareholder, Premier Exhibitions' current burn rate will cause the company to run out of cash and tap out its available borrowing capability under its credit facility within two to three months.

Sellers Capital said Premier Exhibitions has waited too long to take actions it recommended, such as reducing the company's overhead cost structure and expanding its sales efforts.

D.F. King & Co., Inc. is the consent revocation solicitation agent for Premier Exhibitions. The Atlanta-based company develops tour exhibits and operates as the salvor-in-possession of the Titanic shipwreck.

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