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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
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Filed by the Registrant / /
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/ / Preliminary Proxy Statement
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BY RULE 14a-6(e)(2))
/ / Definitive Proxy Statement
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/ / Soliciting Material Pursuant to Section 240.14a-12
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EUROPA CRUISES CORPORATION
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(Name of Registrant as Specified In Its Charter)
JAMES C. ILLIUS
JOHN R. DUBER
PAUL J. DEMATTIA
ROGER A. SMITH
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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/X/ No fee required.
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* Copies of this letter were released to security holders on or about May 1,
2002.
THE COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS
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PAUL J. DEMATTIA JOHN R. DUBER JAMES C. ILLIUS ROGER A. SMITH
4002 Pine Forest 20018 Westover Avenue 3791 Francis Drive 5837 Sylvan Green
Drive Rocky River, OH 44116 Rocky River, OH 44116 Sylvania, OH 43560
Parma, OH 44134 (440) 331-0194 (440) 331-1259
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www.proxymaterial.com/kruz/
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SUMMARY:
- --> Experienced casino management will be able to increase stockholder value.
- --> Rafferty's plan capitalizes on the strengths of the Diamondhead property and
recognizes the needs of the Gulf Coast market.
- --> The Diamondhead property remains undeveloped after FIVE YEARS of Vitale's
leadership.
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May 1, 2002
Dear Fellow Stockholder:
We are The Committee of Concerned Europa Stockholders, a group that
collectively owns 3,285,264 shares, or 9.5% of the company's voting stock and
includes two of the four current Directors. We are asking you to vote the WHITE
consent card to elect James Rafferty to the Board of Directors of Europa Cruises
Corporation and to remove Deborah A. Vitale as Director and Chief Executive
Officer. We are committed to returning control of our company to its owners, the
stockholders, and developing the company's primary remaining asset, the
approximately 404 acre tract of land at Diamondhead, Mississippi.
We believe that we, the stockholders, should not waste any more time,
energy, or resources of this company on the current CEO. Ms. Vitale simply does
not have the required experience in developing, building, designing, or
operating a deluxe casino entertainment complex, the primary development goal of
the Diamondhead property. Our nominee, James Rafferty, is the best choice.
IT IS TIME FOR CHANGE!
WE URGE YOU TO ELECT OUR NOMINEE -- JIM RAFFERTY
We have long admired the development skills of the management of Harveys
Casino Resorts, a dynamic company from the environmentally-sensitive Lake Tahoe,
Nevada area. After building its Lake Tahoe flagship operation, Harveys developed
a group of well-designed and profitable casino properties that included Harveys
Central City, Colorado, the Hard Rock Casino Hotel in Las Vegas, Nevada and
Harveys Council Bluffs, Iowa. Rafferty served as the Senior Vice President of
Corporate Marketing at Harveys and in addition to his responsibilities in
marketing, advertising, entertainment and customer relationship management, he
was also responsible for strategic planning and executive recruitment for most
of his 13 year tenure.
Rafferty has 24 years of experience in the gaming industry and is a seasoned
professional in the prime of his career. He will, if elected, bring together an
experienced and dynamic team to lead the Diamondhead project to success. He has
invaluable experience in developing, financing, and building on
environmentally-sensitive land. Rafferty is well recognized as a leader in this
industry and currently leads or serves on several boards that are working to
further elevate the status of the casino entertainment industry.
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RAFFERTY'S PLAN
Jim Rafferty's vision for our Diamondhead project focuses on the customer
who will be central to this project and carefully considers the environmental
concerns of the Mississippi Gulf Coast region. He has a carefully designed
strategic plan to develop the Diamondhead property into a deluxe casino
entertainment complex, thereby creating value for all Europa stockholders.
Rafferty's plan embraces four strategic elements that we believe are
necessary to increase the likelihood of the Diamondhead property's success as a
waterfront casino and increase and promote stockholder value:
/ / the master plan for the site should focus on the core wants and needs of
the customers who, through a detailed analysis, Rafferty has identified
to be the likely patrons of the Diamondhead casino complex;
/ / the property should be managed by an experienced team that understands
the complexities of developing a casino/entertainment complex that will
have a minimal impact on the environmentally sensitive Gulf Coast
region;
/ / the management team needs to understand and appreciate the changing
economics of the casino business in general and the specific pressures
that will affect the Gulf Coast in the next 10 years; and
/ / the management should have a proven ability to obtain financing for a
project in today's economic environment.
VITALE IS WASTING YOUR TIME
AFTER FIVE YEARS, VITALE HAS NOT BUILT A CASINO
- - Since March 1995, Vitale has controlled the agenda of this company as Chairman
of the Board of Directors. During her tenure, NINE major casino developments
have been planned, financed, permitted, and licensed throughout the State of
Mississippi. WHY HASN'T YOUR CASINO BEEN BUILT?
- - Ten years after buying the Diamondhead property and 5 years into Vitale's
reign, we have not yet seen a master plan or an increase in shareholder value.
- - Instead of focusing on a plan to provide true value to you, the stockholder,
Vitale engaged the Board and the corporation in a series of disputes. These
time-consuming battles have been waged with environmentalists, government
representatives, board members and vendors. In a results-driven marketplace,
we must not confuse activity with accomplishment. The bottom line is this: WE
HAVE NOT YET BROKEN GROUND.
- - Before launching this consent solicitation, Messrs. Duber and Illius tried
repeatedly to bring Rafferty and his proposal before the full Board of
Directors and met resistance by Vitale.
- - If someone is telling you that other deals are "in the works," Messrs. Duber
and Illius, members of the Board of Directors and members of this Committee,
can assure you that they are aware of no other deals. Any deals "in the works"
would have to be brought to the full Board of Directors for its consideration
and approval.
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VITALE IS WASTING YOUR MONEY
- - In what we consider a truly desperate move, Vitale is using Europa's scant
capital to protect her job and her stock options in an endless series of ploys
designed to intimidate the Committee and muzzle criticism of her lack of
experience or leadership.
- - Vitale's latest move? She's hired an "advisory board" to do what she herself
was hired to do--develop the Diamondhead property!
- - It was only after we filed our own consent solicitation that Vitale announced
the hiring of this "advisory board". HER OWN ACTIONS SHOW THAT EUROPA NEEDS AN
EXPERIENCED, PROFESSIONAL CASINO MANAGEMENT TEAM TO LEAD THIS COMPANY.
- - Vitale has been rewarded for her lackluster performance with over 2 million
stock options. When 800,000 of these options, at a strike price of $0.75 per
share, expired, she demanded a regrant of an additional 800,000 options at a
strike price of $0.50 per share. The fact remains that Vitale only purchased
100,000 shares of the company's stock, and received an additional 46,410
shares through the Company's employee stock plan. HOW MUCH DID YOU PAY FOR
YOUR STOCK? DID YOU GET TO CHANGE THE PRICE YOU PAID?
- - The persons behind the Frank E. Williams, Jr. consent solicitation own ONLY
3.1% of Europa's eligible voting stock, which figure does not include the
employee stock plan or any of the participants' issued but unexercised stock
options. YOUR VOTE WILL COUNT! VOTE THE WHITE CARD TODAY!
HOLD VITALE ACCOUNTABLE
- - Vitale's recent letter to Messrs. Duber and Illius shows her contempt and
disrespect for the Board of Directors and the stockholders she works for:
This is further to advise you that the President of a public company DOES
NOT NEED BOARD APPROVAL to take actions relating to the Company's primary
asset... I have taken HUNDREDS OF ACTIONS relating to the Diamondhead
property in the last five years WITHOUT CONSULTING either of you
[Messrs. Duber and Illius] or THE BOARD.(1)
Ask yourself, have any of her "actions" improved the stock price? Fellow
stockholders, we hire AND FIRE the Presidents and CEOs of companies through our
votes! Remind Vitale that SHE IS NOT HER OWN BOSS! EUROPA'S MONEY IS NOT HERS TO
LOSE!
WE URGE YOU TO MOVE QUICKLY TO REMOVE VITALE
- ------------------------
(1) Letter from Vitale to Messrs. Illius and Duber, April 24, 2002, p. 2
(emphasis added).
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YOUR VOTE COUNTS! SEND IN THE WHITE CARD TODAY
The Committee of Concerned Europa Stockholders was created to put this
unfortunate chapter behind us. We need to refocus management's energy on
building the Diamondhead property into a deluxe casino entertainment complex and
bring to Europa some sorely needed cash flow. To make this happen, two of the
current Board members and members of our Committee, Messrs. Duber and Illius,
looked throughout the industry for a team with the experience and energy to
bring vision and focus to this project--not an advisory committee but a real
management team.
GIVE EUROPA THE OPPORTUNITY TO HIRE A REAL MANAGEMENT TEAM!
SIGN, DATE, AND RETURN YOUR WHITE CONSENT CARD TODAY
DO NOT VOTE THE GOLD CONSENT CARD -- DISCARD IT
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IMPORTANT--VOTING INSTRUCTIONS
- - The Committee urges you to DISCARD any GOLD consent card Mr. Frank E.
Williams, Jr. sends to you. To vote FOR all of the Committee's proposals, you
MUST execute a WHITE consent card.
- - If you already voted a GOLD consent card, but wish to support the Committee,
check the box indicating your intent to revoke your prior consent under
PROPOSAL NUMBER THREE on our WHITE consent card and sign, date, and return the
enclosed WHITE consent card in the postage-paid envelope provided as soon as
possible.
- - PLEASE SIGN, DATE, AND RETURN THE ENCLOSED WHITE CONSENT CARD TODAY IN THE
ENVELOPE PROVIDED.
- - If your shares are held in the name of a bank, broker, or other nominee,
please sign, date and mail the enclosed WHITE consent card or contact the
party responsible for your account and direct them to vote your shares for the
Committee's proposals on the WHITE consent card as soon as possible. Your
bank, broker, or other nominee can vote your shares only upon receipt of your
specific instructions.
IF YOU HAVE QUESTIONS, OR REQUIRE ANY ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CALL THE COMPANY ASSISTING US IN COMMUNICATING WITH STOCKHOLDERS:
[LOGO]
TOLL FREE: 1-866-318-0501
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THANK YOU FOR YOUR SUPPORT. PLEASE RETURN THE WHITE consent card today to ensure
that it is received in time to be counted.
Very truly yours,
THE COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS
Paul DeMattia John R. Duber James C. Illius Roger A. Smith