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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|_| Preliminary Proxy Statement |_| Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to
Section 240.14a-12
EUROPA CRUISES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
JAMES C. ILLIUS
PAUL J. DEMATTIA
JOHN R. DUBER
ROGER A. SMITH
(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:
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(4)Date Filed:
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* Copies of this letter were released to security holders on or about May 24,
2002.
THE COMMITTEE OF CONCERNED EUROPA STOCKHOLDERS
<Table>
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
</Table>
www.proxymaterial.com/kruz/
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SUMMARY
- - WE ARE LISTENING. The Committee will not seek reimbursement for its
solicitation expenses until after the casino opens.
- - WE ARE ANNOUNCING. We will present a master plan for the Diamondhead Property
within three months of the election of the Committee's Nominee, Jim Rafferty.
The annual meeting will be called immediately.
- - OUR OPPONENTS' LIES AND DIRTY TRICKS MUST STOP. The Committee and the
stockholders are tired of the lies and dirty tricks of Vitale and Harrison.
They must stop.
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May 24, 2002
Dear Fellow Stockholder:
On May 1, 2002, the Committee of Concerned Europa Stockholders began its
campaign to change the Board of Europa Cruises--we are asking the stockholders
to remove Deborah Vitale and replace her with seasoned gaming professional Jim
Rafferty. The Committee believes that Jim Rafferty has the experience,
leadership and vision to lead our company to the successful opening of a casino
within the next two years.
Since the Committee and Jim Rafferty first met with stockholders and
community members on May 1, 2002 in Diamondhead, Mississippi, we have received
tremendous positive feedback concerning our proposal to change the leadership of
the company and our push to develop the Diamondhead property. Some stockholders
we met with have also asked good questions that we address here:
- CERTAIN STOCKHOLDERS HAVE REQUESTED THAT WE NOT USE THE PRECIOUS CASH
RESERVES OF THE COMPANY TO PAY FOR THE SOLICITATION EFFORT. We agree, and
will not seek reimbursement for our solicitation activities until after we
have opened and are operating the casino.
- STOCKHOLDERS ASKED IF WE WILL BE TAKING BIG SALARIES IF WE GET CONTROL OF
THE COMPANY. That was never our intent. To further address the concerns
on this issue, the Committee has proposed and Jim Rafferty has agreed to
accept a salary lower than that of the current management until a casino
is operating on the Diamondhead property. Currently, Vitale is receiving a
salary of $125,000. If elected an officer by the Board, Jim Rafferty will
agree to a salary of $90,000.
- STOCKHOLDERS WANT TO KNOW WHEN THE CASINO WILL OPEN. The Committee agrees
with Jim Rafferty that the stockholders deserve a specific time schedule.
If elected, the new management team will immediately begin outlining a
specific time schedule for the development and opening of the casino at
the annual meeting and will update the schedule in all quarterly and
annual reports.
- STOCKHOLDERS WANT TO SEE A MASTER PLAN IN WRITING. Rafferty will present
a master plan for the property within three months of his appointment to
the Europa Board.
<Page>
MORE ABOUT THE MASTER PLAN:
A DELUXE CASINO ENTERTAINMENT COMPLEX
As we meet with stockholders, we are discussing the type of casino we plan
to build. We envision a deluxe casino entertainment complex. OUR VISION IS A
$300 MILLION PROJECT BUILT IN TWO PHASES.
PHASE ONE will include a $125 million core casino development owned and
operated by Europa, which will include:
- A 40,000 square foot casino with 1,200 slot machines and 40 table games
- A 400 room hotel with many amenities
- A convenient and well-lit parking structure with both valet and
self-parking, plus an R.V. Park
- 2 restaurants including a 300 seat buffet and a coffee shop
- A fabulous entertainment venue featuring free shows and amenities
The new management team will simultaneously reach out to form strategic
alliances with other customer generating businesses that conform to our master
plan for the express purpose of bringing in outside capital to the project. Our
strategy is to offer attractive land leases to developers who can bring another
$75 million in development to the site. These compatible projects would include
2 different hotel projects at 300 rooms apiece, a nationally recognized
restaurant, and a retail and highway service center.
PHASE TWO of the project would add significantly to the size and scope of
the development and would be funded in the future. Additional hotel rooms and
casino space would be the objective of this $100 million Phase Two project.
THE LIES AND DIRTY TRICKS MUST STOP
The Committee of Concerned Europa Stockholders believes that our opponents
have fought with lies and dirty tricks. For example, many stockholders have
reported the following to us, as coming from Vitale and Harrison:
1. EMPTY PROMISE: There are "deals" in the making [TRUTH: THE BOARD MEMBERS ON
THE COMMITTEE HAVE SEEN NO SUCH "DEALS" AND VITALE NOW DENIES IN WRITING
THAT HARRISON HAS MADE THESE CLAIMS TO STOCKHOLDERS];
2. EMPTY PROMISES: The stock price will greatly increase soon under Vitale;
different reports of $2.00, $4.00, $5.00, even $10.00/share [TRUTH: THESE
MAY BE SERIOUS VIOLATIONS OF SEC RULES AND AGAIN, VITALE NOW DENIES IN
WRITING THAT HARRISON HAS MADE THESE CLAIMS TO STOCKHOLDERS]; AND
3. THREAT: If she loses, Vitale will "sue the company" to destroy it.
We will not stoop to this level. We will stay positive and focused on our
objective of winning the current solicitation effort and building a profitable
casino for the Europa stockholders.
UPDATE ON THE CONTEST
The Committee's solicitation has been going very well and continues to gain
momentum. Committee members and Jim Rafferty have been working tirelessly to
"get out the vote." We have held numerous meetings with fellow stockholders
throughout the country to discuss our vision for the Diamondhead property and
why we are the right choice for Europa's leadership. This important dialogue has
focused on the future of Europa and the best way to increase stockholder value.
Our activities have caught the eye of the media, including casino industry
publications and local media outlets in the Gulf Coast Area. But there is more
work to be done and we need the support of EVERY stockholder, no matter how
large or small. This contest is still open...we encourage you to vote the
enclosed WHITE consent card today!
******************
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<Page>
A RE-CAP FROM THE COMMITTEE'S FIRST LETTER TO STOCKHOLDERS
WHO IS JIM RAFFERTY?
Jim Rafferty has 24 years of experience in the gaming industry. Among his
many accomplishments, Rafferty served as the Senior Vice President of Corporate
Marketing at Harveys Casino Resorts. Harveys, a dynamic company from the
environmentally-sensitive Lake Tahoe, Nevada area, also 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. In addition to his responsibilities in marketing,
advertising, entertainment and customer relationship management, Rafferty was
also responsible for strategic planning and executive recruitment at Harveys for
most of his 13 year tenure.
A seasoned professional in the prime of his career, 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.
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
and corporate expenditures designed to intimidate the Committee and muzzle
criticism of her lack of experience or leadership.
- - 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.
- - 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.
Europa Cruises, under the leadership of Deborah Vitale, has not and will
not, the Committee believes, bring any new deals to the table. Don't believe
reports of any deals. If it has not happened in the last nine years, it will not
happen now. Announcements of this sort are strictly done to disrupt this
election.
We need your vote now. We want to build a fabulous deluxe casino
entertainment project and we want to add value for all Europa stockholders.
SIGN, DATE, AND RETURN YOUR WHITE CONSENT CARD TODAY
DO NOT VOTE THE GOLD CONSENT CARD--DISCARD IT
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<Page>
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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:
[GEORGESON SHAREHOLDER 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
<Table>
Paul DeMattia John R. Duber James C. Illius Roger A. Smith
</Table>
FORWARD-LOOKING STATEMENTS. THE INFORMATION CONTAINED HEREIN INCLUDES
FORWARD-LOOKING STATEMENTS, WHICH ARE INDICATED BY WORDS OR PHRASES SUCH AS
"ANTICIPATES," "ESTIMATES," "PROJECTS," "BELIEVES," "INTENDS," "EXPECTS," AND
SIMILAR WORDS OR PHRASES. SUCH STATEMENTS AND ESTIMATES, BY THEIR NATURE,
INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS. ACTUAL MEASUREMENTS AND FUTURE
DEVELOPMENTS MAY AND SHOULD BE EXPECTED TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY ESTIMATES AND FORWARD-LOOKING STATEMENTS.
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