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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
EUROPA CRUISES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
JAMES C. ILLIUS
JOHN R. DUBER
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
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April 12, 2002
James C. Illius
John R. Duber
3791 Francis Drive
Rocky River, Ohio 44116
Dear Fellow Stockholder:
We are two of the four members of the Board of Directors of Europa Cruises
Corporation, a Delaware corporation (the "Company"). There is a deadlock in
the Board. By now, you may have heard that a consent solicitation has been
initiated by Mr. Frank E. Williams, Jr., a stockholder of the Company,
requesting the holders of a majority of the outstanding voting shares of the
Company's stock vote to remove and replace John R. Duber as a member of the
Board. While Mr. Williams purports to be acting in his own behalf, he is
joined in his consent solicitation by the Chief Executive Officer and
Chairman of the Board of Directors, Ms. Deborah Vitale, as well as another
officer and director, Mr. Gregory A. Harrison. WE URGE YOU NOT TO TAKE ANY
ACTION ON MR. WILLIAM'S CONSENT SOLICITATION UNTIL YOU RECEIVE A PROXY
STATEMENT FROM US. WE HAVE FORMED A COMMITTEE (THE "COMMITTEE OF
CONCERNED EUROPA STOCKHOLDERS," OR THE "COMMITTEE"), WHICH WILL PRESENT AN
ALTERNATIVE NOMINEE OR NOMINEES TO REPLACE ONE OR MORE MEMBERS OF THE
COMPANY'S BOARD.
Absent an agreement with the Company that is acceptable to the Committee, the
Committee currently intends to file a proxy statement with the Securities and
Exchange Commission on Schedule 14A. THE PROXY STATEMENT WILL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE REMOVAL AND REPLACEMENT OF DIRECTORS. THE PROXY
STATEMENT WILL BE MADE AVAILABLE TO STOCKHOLDERS OF THE COMPANY AT NO EXPENSE
TO THEM AND WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT
WWW.SEC.GOV.
The Committee intends to seek to reconstitute the Board. Our plan is more
fully described below. Absent an agreement with the Company that is
acceptable to the Committee, the Committee intends to oppose the consent
solicitation by Mr. Frank E. Williams, Jr. to remove Mr. Duber from the Board
of Directors of the Company and replace him with Mr. Williams. In addition,
the Committee intends to conduct a proxy contest or consent solicitation
to remove and replace one or more members of the Company's Board and to elect
one or more new directors who are responsive to the best interests of the
Company and its stockholders. The proxy solicitation filed by Mr. Williams
does not fully discuss the issues that have divided and deadlocked the Board.
Mr. Williams is asking for your consent to remove and replace a director
without any notice that to do so would block a proposal to revitalize the
Company with the engagement of experienced casino
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industry professionals who have extensive knowledge on how to design, build,
finance and operate a waterfront casino resort. Current management lacks such
experience.
After having disposed of the Company's cruise ship business, the current
management of the Company has failed to make any headway in developing its
sole remaining asset, approximately 404.5 acres of land in Diamondhead,
Mississippi (the "Diamondhead Property") owned by the Company since 1993
through its subsidiary, Mississippi Gaming Corporation. Mr. Illius and Mr.
Duber attempted to introduce to the Board a viable proposal to develop the
Diamondhead Property, but met with resistance from management that has led to
the current Board deadlock. The Committee believes that the stockholders of
the Company should not be asked by Mr. Williams to provide their consents to
the removal and replacement of Mr. Duber without knowing about the proposal
to develop the Diamondhead Property.
In October 2001, Mr. Illius and Mr. Duber held a preliminary meeting with Mr.
James Rafferty to discuss possible development plans for the Diamondhead
Property. Mr. Rafferty was most recently the Senior Vice President of Harveys
Casino Resorts, and has extensive experience in managing all aspects of the
operations of a casino. Mr. Rafferty has close to 24 years of experience in
the gaming industry, and is or has been licensed and/or permitted to operate
casinos in Nevada, Iowa, and New Jersey. He was part of the senior management
team that led the sale of Harveys Casino Resorts (constituting four separate
casinos) to Harrah's Entertainment, Inc. on August 1, 2001. Mr. Rafferty has
long participated in various roles on five significant casino "ground-up"
projects, including obtaining licenses and permits, negotiating contracts,
and working with compliance officials of state and municipal governments,
including Harrah's Trump Plaza (Atlantic City), Showboat Hotel-Casino
(Atlantic City), Harveys (Central City, Colorado), Hard Rock Casino (Las
Vegas), and Harveys (Council Bluffs, Iowa). In January 2002, Mr. Illius and
Mr. Duber again met with Mr. Rafferty to further discuss the potential design
and development of a waterfront casino resort on the Diamondhead Property.
Although Mr. Rafferty wanted to present his proposal to the Board, Ms.
Vitale, the CEO and Chairman of the Board, resisted that presentation.
To end the current Board deadlock, the Committee supports the removal and
replacement of Ms. Vitale with Mr. Rafferty. Mr. Rafferty brings to the
Company the necessary experience to develop the Diamondhead Property and to
assist in finally implementing a business plan that has the potential to
create value for the stockholders of the Company.
As of April 12, 2002, the members of the Committee together beneficially own
6,978,819 shares of the Company's common stock, which represents 21.4% of the
Company's currently outstanding shares of common stock. As of that date, Mr.
Duber beneficially owns 4,036,268 shares of common stock, which represents 12.4%
of the outstanding shares of common stock, and Mr. Illius beneficially owns
2,942,551 shares of common stock, which represents 9.02% of the outstanding
shares of the common stock. As required by the federal securities laws, the
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Committee has filed a Schedule 13D, which is available to stockholders for free
at the Commission's website at WWW.SEC.GOV.
THE COMMITTEE VIGOROUSLY OPPOSES MR. WILLIAMS' CONSENT SOLICITATION AND URGES
YOU NOT TO SIGN ANY CONSENT TO THE REMOVAL AND REPLACEMENT OF MR. DUBER AS
DIRECTOR THAT YOU MAY RECEIVE FROM MR. WILLIAMS.
Thank you for your prompt attention to this important matter.
Sincerely,
James C. Illius
John R. Duber
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April 12, 2002
James C. Illius
John R. Duber
3791 Francis Drive
Rocky River, Ohio 44116
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We are two of the four members of the Board of Directors of Europa Cruises
Corporation, a Delaware corporation (the "Company"). There is a deadlock in
the Board. By now, you may have heard that a consent solicitation has been
initiated by Mr. Frank E. Williams, Jr., a stockholder of the Company,
requesting the holders of a majority of the outstanding voting shares of the
Company's stock vote to remove and replace John R. Duber as a member of the
Board. While Mr. Williams purports to be acting in his own behalf, he is
joined in his consent solicitation by the Chief Executive Officer and
Chairman of the Board of Directors, Ms. Deborah Vitale, as well as another
officer and director, Mr. Gregory A. Harrison. WE URGE TO YOU CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE DO NOT TO TAKE ANY ACTION ON MR.
WILLIAM'S CONSENT SOLICITATION UNTIL YOU RECEIVE A PROXY STATEMENT FROM US.
WE HAVE FORMED A COMMITTEE (THE "COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS,"
OR THE "COMMITTEE"), WHICH WILL PRESENT AN ALTERNATIVE NOMINEE OR NOMINEES TO
REPLACE ONE OR MORE MEMBERS OF THE COMPANY'S BOARD.
Absent an agreement with the Company that is acceptable to the Committee, the
Committee currently intends to file a proxy statement with the Securities and
Exchange Commission on Schedule 14A. THE PROXY STATEMENT WILL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE REMOVAL AND REPLACEMENT OF DIRECTORS. THE PROXY
STATEMENT WILL BE MADE AVAILABLE TO STOCKHOLDERS OF THE COMPANY AT NO EXPENSE
TO THEM AND WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S WEBSITE AT
WWW.SEC.GOV.
The Committee intends to seek to reconstitute the Board. Our plan is more
fully described below. Absent an agreement with the Company that is
acceptable to the Committee, the Committee intends to oppose the consent
solicitation by Mr. Frank E. Williams, Jr. to remove Mr. Duber from the Board
of Directors of the Company and replace him with Mr. Williams. In addition,
the Committee intends to conduct a proxy contest or consent solicitation to
remove and replace one or more members of the Company's Board and to elect
one or more new directors who are responsive to the best interests of the
Company and its stockholders. The proxy solicitation filed by Mr. Williams
does not fully discuss the issues that have divided and deadlocked the Board.
Mr. Williams is asking for consents to remove and replace a director without
any notice that to do so would block
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a proposal to revitalize the Company with the engagement of experienced
casino industry professionals who have extensive knowledge on how to design,
build, finance and operate a waterfront casino resort. Current management
lacks such experience.
After having disposed of the Company's cruise ship business, the current
management of the Company has failed to make any headway in developing its
sole remaining asset, approximately 404.5 acres of land in Diamondhead,
Mississippi (the "Diamondhead Property") owned by the Company since 1993
through its subsidiary, Mississippi Gaming Corporation. Mr. Illius and Mr.
Duber attempted to introduce to the Board a viable proposal to develop the
Diamondhead Property, but met with resistance from management that has led to
the current Board deadlock. The Committee believes that the stockholders of
the Company should not be asked by Mr. Williams to provide their consents to
the removal and replacement of Mr. Duber without knowing about the proposal
to develop the Diamondhead Property.
In October 2001, Mr. Illius and Mr. Duber held a preliminary meeting with Mr.
James Rafferty to discuss possible development plans for the Diamondhead
Property. Mr. Rafferty was most recently the Senior Vice President of Harveys
Casino Resorts, and has extensive experience in managing all aspects of the
operations of a casino. Mr. Rafferty has close to 24 years of experience in
the gaming industry, and is or has been licensed and/or permitted to operate
casinos in Nevada, Iowa, and New Jersey. He was part of the senior management
team that led the sale of Harveys Casino Resorts (constituting four separate
casinos) to Harrah's Entertainment, Inc. on August 1, 2001. Mr. Rafferty has
long participated in various roles on five significant casino "ground-up"
projects, including obtaining licenses and permits, negotiating contracts,
and working with compliance officials of state and municipal governments,
including Harrah's Trump Plaza (Atlantic City), Showboat Hotel-Casino
(Atlantic City), Harveys (Central City, Colorado), Hard Rock Casino (Las
Vegas), and Harveys (Council Bluffs, Iowa). In January 2002, Mr. Illius and
Mr. Duber again met with Mr. Rafferty to further discuss the potential design
and development of a waterfront casino resort on the Diamondhead Property.
Although Mr. Rafferty wanted to present his proposal to the Board, Ms.
Vitale, the CEO and Chairman of the Board, resisted that presentation.
To end the current Board deadlock, the Committee supports the removal and
replacement of Ms. Vitale with Mr. Rafferty. Mr. Rafferty brings to the
Company the necessary experience to develop the Diamondhead Property and to
assist in finally implementing a business plan that has the potential to
create value for the stockholders of the Company.
As of April 12, 2002, the members of the Committee together beneficially own
6,978,819 shares of the Company's common stock, which represents 21.4% of the
Company's currently outstanding shares of common stock. As of that date, Mr.
Duber beneficially owns 4,036,268 shares of common stock, which represents 12.4%
of the outstanding shares of common stock, and Mr. Illius beneficially owns
2,942,551 shares of common stock, which represents 9.02% of the outstanding
shares of the common stock. As required by the federal securities laws, the
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Committee has filed a Schedule 13D, which is available to stockholders for free
at the Commission's website at WWW.SEC.GOV.
THE COMMITTEE VIGOROUSLY OPPOSES MR. WILLIAMS' CONSENT SOLICITATION AND URGES
YOU TO ADVISE YOUR CLIENTS NOT TO SIGN ANY CONSENT TO THE REMOVAL AND
REPLACEMENT OF MR. DUBER AS DIRECTOR THAT THEY MAY HAVE RECEIVED FROM MR.
WILLIAMS.
Thank you for your prompt attention to this important matter.
Sincerely,
James C. Illius
John R. Duber
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