SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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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.
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* Copies of this document were released to security holders on or about
June 12, 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 3791 Francis Drive 5837 Sylvan Green
Drive Avenue Rocky River, OH Sylvania, OH 43560
Parma, OH 44134 Rocky River, OH 44116
44116 (440) 331-1259
(440) 331-0194
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www.proxymaterial.com/kruz/
June 12, 2002
Dear Fellow Stockholder,
YOUR CONSENT IS REQUIRED BY JUNE 24, 2002.
For the past six weeks, the Committee of Concerned Europa Stockholders has been
urging you to support its campaign to remove Deborah Vitale from the Board of
Directors and replace her with seasoned gaming executive Jim Rafferty. We have
argued that stockholders have received vague promises of imminent "deals," while
management squanders the company's vital cash reserves. All of that has happened
and is continuing to happen.
Now let's talk about what is really at stake . . . the future.
VITALE'S $500 MILLION FOLLY
Under Vitale's leadership, the company is proposing a $500 million casino
for the 404-acre Diamondhead, Mississippi site. She has provided no indication
of when and how she will get the financing to break ground on this massive
undertaking. She admits she is unable to set a construction date.
BUT ALSO LET'S NOT KID OURSELVES . . .
Various casino experts have opined that the Gulf Coast area casino market will
not support another Beau Rivage. Thus, the project Vitale is proposing makes no
sense--if the market will not support another Beau Rivage then no bank will
agree to finance it. And if Vitale's vision for a destination resort cannot get
financed then it will never be built. Ultimately, for you, the stockholder, it
means that you will continue to own a vacant lot. Let's face it . . . . a vacant
lot is unlikely to bring stock appreciation.
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Just look what Vitale thinks is right for Diamondhead--beyond the casino:
- four non-gaming hotels with 3,500 rooms
- five restaurant pads
- an outlet mall
- a regional convention center
- condominiums
- an 18-hole golf course
It's a grand plan to rival Las Vegas or Atlantic City. The problem is that
Diamondhead is not Las Vegas or Atlantic City and likewise, Deborah Vitale is
not Donald Trump or Steve Wynn. Yes, Europa needs to make good use of this
fantastic property but (lest Ms. Vitale forget because it has been so long)
EUROPA ALSO NEEDS TO MAKE PROFITS FOR YOU, THE STOCKHOLDERS.
THE COMMITTEE'S APPROACH: CLASSY BUT FUNCTIONAL
Alternatively, the plan for Diamondhead advanced by Rafferty starts by
facing reality: any casino built by Europa will primarily be visited by "casino
enthusiasts"--men and women who live within a 50-mile radius of the property.
Yes, we can, and will, attract traffic from the Interstate, but that is not
where the principal customer base will be found. Diamondhead will never be a
destination resort like Las Vegas. Sophisticated casino companies know their
markets: they look to find a niche . . . to differentiate . . . to focus on what
makes sense. That's what Europa needs to do.
The Committee's development plan does just that by utilizing Mr. Rafferty's
vast experience in developing similar casinos to focus on what makes sense:
high-class lodging that is appropriate for the region and amenities on a scale
that are environmentally sound and make sense for a realistic customer base.
Vitale needs to understand that for this casino, for this market: "Bigger is
definitely not better."
Rafferty's plan calls for a casino that is open for business to the general
public under a graduated plan with an initial targeted investment of
$125 million that includes:
- 40,000 square feet of casino space with 1,200 state of the art slot
machines and 40 table games
- a 400-room hotel capturing the simple elegance of a French country inn
- 2 restaurants:--a Cajun/Creole cuisine buffet and a coffee shop offering
home cooking at reasonable prices
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Simultaneous with the phase one development, management will work to form
strategic alliances with other customer generating businesses to bring
$75 million in outside capital to the project. The plan anticipates two
additional 300-room hotel projects, a nationally recognized restaurant and a
retail and highway center.
THE GOAL: GROWTH THAT DOESN'T DEPLETE STOCKHOLDERS' RESOURCES.
Once this investment proves successful, the Rafferty plan envisions a second
phase that would include the addition of 400 hotel rooms, a 700-seat performing
arts center and more casino space. In all, a total investment of $300 million, a
quarter of which will come from outside investors. TOTAL SPENDING THROUGH EUROPA
UNDER THE RAFFERTY PLAN IS LESS THAN HALF OF WHAT VITALE PROPOSES.
THE RIGHT PROJECT, THE RIGHT EXPERIENCE
The Committee is supporting Rafferty and his associates because they not
only offer the right solution for the market--they bring a team that can
deliver. Rafferty and his colleagues have developed more than 10 major casino
projects, including producing the best of entertainment. They have never been
involved with a losing casino project and they have brought economic vibrancy to
the communities they serve. Not surprisingly, banks are eager to provide the
financing they need.
CAN YOU REALLY AFFORD TO WAIT?
As stockholders, haven't we been patient long enough? Europa is bleeding
cash at the rate of more than $800,000 a year. A $964,093 tax bill for the
Diamondhead property looms in May 2005, less than three years away. The company
has no operating income. Something has to give. EUROPA NEEDS LIQUIDITY NOW!
Rafferty and his associates offer a plan that can be implemented--quickly. How
much longer are you willing to trust Vitale--knowing that in a matter of months
no deal will matter? IT WILL BE TOO LATE!
THIS IS YOUR LAST CHANCE TO PROTECT YOUR INVESTMENT
In nine years with Europa Cruises--as a director, chairman, and, now as
President and CEO--Deborah Vitale has not brought a single new deal to the
table. Don't expect them now. She is more than happy with the status quo--
watching as Europa depletes its limited resources. But the alternative is no
better: because the monstrosity she wants to construct on the Gulf Coast shows
little understanding of either the market or her responsibility to produce value
for stockholders. With Vitale, either way you lose.
The Committee of Concerned Europa Stockholders has the right plan and the right
people to implement it. We can make the casino at Diamondhead a reality--and a
profitable one. But we can't do it without your vote.
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SIGN, DATE AND RETURN YOUR WHITE CONSENT CARD TODAY
CONSENTS CANNOT BE SUBMITTED LATER THAN JUNE 24, 2002.
- -----------------------------------------------------
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
- --------------------------------------------------------------------------------
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
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Paul DeMattia John R. Duber James C. Illius Roger A. Smith
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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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