SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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[ ] Soliciting Material Pursuant to Section 241.14a-11(c) or
Section
240.14a-12
EUROPA CRUISES CORPORATION
(Name of Registrant as Specified In Its Charter)
PETER J. CATALANO, STEPHAN A. FITCH, ELIEZER BECHER & JERRY
C. MCCALL
(Name of Person(s) Filing Proxy Statement if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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0-11.
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THE COMMITTEE TO IMPROVE STOCKHOLDER VALUE OF
EUROPA CRUISES CORPORATION
April 8, 1997
TO ALL STOCKHOLDERS OF
EUROPA CRUISES CORPORATION:
IT'S TIME FOR YOU TO LOOK AT THE TRUTH ABOUT YOUR COMPANY.
Deborah Vitale, Piers Hedley and Lestor Bullock, the incumbent
board of directors, have tried to frighten you by distorting our
business backgrounds. This is a desperate attempt to divert
attention from a depressed stock price and their own inability to
face stockholder dissatisfaction with present management's dismal
failure. Europa is in a crisis unsolved by the incumbent
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board.
WHAT HAS THE INCUMBENT BOARD DONE FOR YOU?
- -- DID YOU KNOW - that Europa common stock traded as high as
$5.00 in December 1992, when Ms. Vitale became a director,
and fell to $0.75 by December 1996? How much did you pay
for your stock and how long have you had it?
- -- DID YOU KNOW - that according to Company reports, your
Company's stock has been DILUTED by more than doubling the
amounts outstanding since Ms. Vitale became a director in
December 1992? This includes 5,000,000 shares said to be
issued to an ESOP created by the board, and millions more in
"off-shore" transactions at discounted prices. Were you
given a chance to vote on these major stock issuances?
- -- DID YOU KNOW - that until Dana V. Catalano, a Europa
stockholder with 120,000 shares, took the initiative this
year to force an Annual Stockholders Meeting, the incumbent
board had NOT HELD SUCH A MEETING FOR MORE THAN TWO YEARS.
It's time for you - the owners of the Company - to be heard.
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IT'S TIME FOR CHANGE - ELECT DIRECTORS WHO HAVE THE TALENT AND
BUSINESS SAVVY TO RECOGNIZE THE NEEDS OF EUROPA'S STOCKHOLDERS
AND THE IMPORTANCE OF ANNUAL MEETINGS.
VOTE FOR CHANGE - VOTE THE COMMITTEE'S SLATE - VOTE THE BLUE
CARD
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- -- DID YOU KNOW - that the board authorized "off-shore"
transactions between October 1995 and January 1997 in which
3,851,869 shares of Europa's common stock were issued for an
average price of $0.48 PER SHARE? How much did you pay for
your stock?
- -- DID YOU KNOW - that in most of these transactions (2,669,117
shares) Peerless Associates, Ltd., for which incumbent
director Piers Hedley is executive managing director,
received an 8% COMMISSION? What did you get for your
investment?
- -- DID YOU KNOW - that the incumbent board FAILED TO MENTION in
their own proxy statement the largest of these "off-shore"
transactions benefiting Mr. Hedley's company, in which
Peerless received a commission from Europa in connection
with sales through January 1997 of 1,163,843 shares at an
average price of $0.43 PER SHARE?
- -- DID YOU KNOW - that Federal law would require the Company to
file a Form 8-K within 15 days after the more recent of
these "off-shore" transactions, if, as it appears, those
sales continued through January 1997, and MANAGEMENT FAILED
TO FILE ANY PUBLIC REPORT?
IT'S TIME FOR CHANGE - ELECT DIRECTORS WHO WILL PUT AN END TO
UNFAIR DILUTIVE TRANSACTIONS AND BUILD STOCKHOLDER VALUE.
VOTE FOR CHANGE - VOTE THE COMMITTEE'S SLATE - VOTE THE BLUE CARD
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- -- DID YOU KNOW - that during 1996 the incumbent board awarded
its members options to buy 1,450,000 SHARES of Europa common
stock at $0.75 per share?
- -- DID YOU KNOW - that the three incumbent board members only
own 3,500 SHARES
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of Europa common stock, plus 6,270 shares reported to be
allocated to Mr. Bullock under a Europa ESOP? Does this
sound like a board that's committed to the Company?
- -- DID YOU KNOW - that in addition to granting Ms. Vitale
1,000,000 STOCK OPTIONS, the incumbents have reserved the
right to consider what additional payments, if any, should
be made to Ms. Vitale for past services?
IT'S TIME FOR CHANGE - ELECT DIRECTORS WHO BELIEVE THAT
COMPENSATION SHOULD BE BASED ON PERFORMANCE.
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VOTE FOR CHANGE - VOTE THE COMMITTEE'S SLATE - VOTE THE BLUE CARD
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- -- DID YOU KNOW - that the incumbents FAILED TO REPORT in their
own proxy statement that if an agreement with Hilton is
reached on the terms they propose, Hilton will have majority
ownership and CONTROL of the Diamondhead, Mississippi
project? Will the incumbents give away your greatest asset?
Whatever happened to the "spin-off" of the Diamondhead
project to Europa's stockholders which was promised at least
three times during Ms. Vitale's tenure? Did you count on the
"spin-off" when you bought stock?
- -- DID YOU KNOW - that Charles "Kip" Reddien RECENTLY RESIGNED
FROM EUROPA AND AGREED TO SERVE WITH THE COMMITTEE'S SLATE?
Why have the desperate incumbents now made Mr. Reddien the
focus of their most vicious and misleading personal attacks?
Until he resigned, the incumbents trusted Mr. Reddien to be
responsible for obtaining the necessary permits at
Diamondhead, which brought about the
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Hilton opportunity. Now they're trying to take credit for
his achievements and attack his abilities. Let's keep
Mississippi on track.
IT'S TIME FOR CHANGE - ELECT DIRECTORS WHO WILL BRING GAMING AND
REAL ESTATE EXPERTISE TO THE NEGOTIATING TABLE AND GET THE BEST
DEAL FOR STOCKHOLDERS.
VOTE FOR CHANGE - VOTE THE COMMITTEE'S SLATE - VOTE THE BLUE CARD
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The TRUTH is that management has failed you miserably and it is
time for change. It's time to elect PETER J. CATALANO, STEPHAN
A. FITCH and Dr. JOHN H. GLASSEY as your new directors.
Together, with CHARLES "KIP" REDDIEN and PAUL WELLS, the
Committee's Slate will try to salvage your investment in Europa.
We urge you to read our proxy statement to better understand the
talent that the Committee's Slate would bring to Europa if
elected on April 18, 1997. Vote now by signing, dating and
returning the BLUE CARD in the return envelope
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provided to you with our proxy statement. We sincerely thank you
for your support.
THE COMMITTEE TO IMPROVE
STOCKHOLDER VALUE OF
EUROPA CRUISES CORPORATION
VERY IMPORTANT
IN ORDER TO VOTE FOR THE COMMITTEE'S SLATE,
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YOU MUST USE THE COMMITTEE'S "BLUE" PROXY CARD.
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Remember your last dated vote received up to the April 18, 1997
Annual Meeting is the vote that
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counts. Therefore, if you signed the incumbents' "white" proxy
card by mistake or wish to
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change your mind now, please complete the "BLUE" PROXY CARD,
sign, date and mail to:
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THE COMMITTEE TO IMPROVE STOCKHOLDER VALUE OF
EUROPA CRUISES CORPORATION
1412 BROADWAY - SUITE # 2110
NEW YORK, NY 10018
ATTENTION: PETER J. CATALANO, COMMITTEE MEMBER
If you own your shares in the name of a brokerage firm, bank,
nominee or other institution, only they can vote your shares.
Accordingly, you should CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND GIVE INSTRUCTIONS WITH RESPECT TO THE VOTING OF YOUR
SHARES. Your broker cannot vote your shares unless he or she
receives your specific instructions.
If you have any questions or have difficulty granting proxies,
you are invited to contact:
PETER J. CATALANO 212-398-2244
For your further convenience, the members of the Committee, as
listed below, will be happy to assist you and answer your
questions relating to this solicitation.
LOCATION NAME TELEPHONE FACSIMILE
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California Stephan A. Fitch 310-472-5031 310-
472-4774
Florida Paul Wells 305-936-1515 305-
936-1552
Mississippi Charles "Kip" Reddien 601-255-4798 601-
255-4798
Dr. Jerry C. McCall 601-688-1722 601-688-
1364
New Jersey Dr. John H. Glassey 609-272-7700 609-
272-7772
New York Peter J. Catalano 212-398-2244 212-398-
2243
Eleizer Becher 914-271-5361 914-271-
5361