Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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14a-12
Europa Cruises Corporation
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(Name of Registrant as Specified in Its Charter)
Brian D'Isernia, Vance P. Shaw, O. Glenn Williams and Jerry Chalmers McCall
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(Name of Person(s) Filing Proxy Statement)
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To the Shareholders of Europa Cruises Corporation:
It is time that you heard the other side of the story about my prior
service on the Board of Directors of our Company. On January 19, 1998, the
Board of Directors (of which I was a member) decided by a vote of four to one
to remove Deborah Vitale from her position as Chairman of the Board and from
all offices of the Company and its subsidiaries. Before this action was
publicly announced, Ms. Vitale wrote a letter to the Company's primary lender
suggesting that the Company would be unable to meet its obligations because of
lawsuits that she would be filing against the Company. A copy of this letter
is attached.
I believed at the time and still believe today that her conduct was
outrageous. Look at what she did when faced with removal from the Company:
she attempted to damage the Company's relationship with its primary lender and
she threatened to file "multiple lawsuits" against the Company. It looks to
me like she would rather ruin the Company than lose her job. I find her
comments about the costs of litigation completely irresponsible. Without a
single lawsuit being filed she estimates legal fees of at least $1.5 million
and opines that the Company's insurance carrier will deny coverage. What
could possibly be the basis for these statements?
After two days of considering her threats, I determined that rather than
allow Ms. Vitale to drag the Company into protracted legal battles I would
resign from the Board of Directors. A copy of my resignation letter (which
was submitted jointly with another director) is also attached. After losing
faith in Ms. Vitale's ability to manage our Company, I began to liquidate my
investment.
I now believe that the best chance for the Company is the removal of the
current Board and the election of the Coalition's nominees. This is
especially true since the long-awaited permits for the development of the
Diamond Head property have finally been issued, and still, absolutely nothing
has happened to produce a viable joint venture partner and to increase the
value of our stock. Please sign, date and return you BLUE proxy card today.
If you own share in a brokerage account, please call your broker to expedite
the voting of your shares.
Sincerely,
Brian R. D'Isernia
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<PAGE>
[letterhead of Deborah A. Vitale]
January 19, 1998
VIA FACSIMILE AND FEDERAL EXPRESS
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Mr. James R. Connors
First Union National Bank of Florida
PO Box 1000
Orlando, Florida 32802
Facsimile: 407-649-5628
Total Pages: 2
Re: EUROPA CRUISES CORPORATION
--------------------------
Dear Mr. Connors:
This will serve as formal notice to First Union National Bank of Florida
that, as a result of recent events and actions attempted to be taken by the
Board of Directors of the Company this date, the Company has suffered another
material event which will impact negatively on the finances of the Company.
As a Director of this Company, this letter will serve as evidence that I have
fulfilled my responsibility to report a material development to your Bank.
This is to advise you that, in my professional opinion, the legal fees of
this Company will be no less than $1,500,000 in the year ended 1998. (This,
of course, does not include any judgments that might be rendered against the
Company, its officers, and/or its directors.) In addition, I expect the
officers and directors of this Company to be engulfed in depositions and
lawsuits for years to come. I expect the expenses of the Company to skyrocket
in response to the lawsuits that will be filed against it. Finally, I do not
believe the Company's current insurer will defend these lawsuits. Nor do I
believe the Company's current insurer will pay any judgments rendered as a
result of these suits. On the contrary, based on recent events, I believe the
Company's current insurer will refuse any attempts by Europa and/or its
officers and directors to demand coverage.
This is to further inform you that I will be filing multiple lawsuits
against the Company, its directors and its officers. This is to further
inform you that numerous shareholders of this Company will do the same.
With warmest personal regards, I remain
Very truly yours,
/s/ Deborah A. Vitale
Deborah A. Vitale
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<PAGE>
TO: All Directors of Europa Cruises Corporation
FROM: Brian R. D'Isernia and Jack Jevne
DATE: January 21, 1998
Two (2) days ago this board took action by the affirmative vote of four
(4) members of the Board of Directors to remove the Chairman of the Board of
Directors from her position as chairman and from all offices in the
Corporation and its subsidiary, Casino World, Inc. In response to this action
and before this action was made public, a block of shareholders who support
the former chairman have threatened to initiate a proxy battle and have also
threatened to initiate litigation against the other directors of the
Corporation if the prior board action is not rescinded. In my opinion, the
litigation threatened is without merit and further in my opinion, a proxy
battle and additional litigation is adverse to the best interests of the
shareholders of this Corporation. Also before the prior board action was made
public, the directors of the Corporation received a letter from the former
chairman stating, "I informed McDonald & Company that this board had removed
me from office today. Please be advised that they are 'taking a pass' on this
deal. You have killed the best chance we had to increase shareholder value.
I hold each of you individually responsible for this disaster. I suspect your
shareholders will do likewise." Certain members of the board were also
informed before the prior board action was made public that the former
chairman forwarded a letter to the Corporation's lender, First Union Bank,
suggesting that the Corporation would become in default of its loan
obligations. Also, before the prior board action was made public, the
directors of this corporation were contacted by third parties with whom the
corporation has been negotiating for the potential development of the Diamond
Head/Mississippi property, and were informed that if a proxy battle is
initiated and if additional litigation of the nature threatened is initiated,
developing relationships with third parties for the development of the Diamond
Head property would be extremely difficult if not impossible. Development of
the Diamond Head property is, in my opinion, the best opportunity for
shareholders of this corporation to realize a return on their investment.
I have been on the Board of Directors for approximately four (4) months.
I came onto this board in the hopes that I could assist management in
hastening the development of this corporation's business opportunities which
in my opinion would be most beneficial for the shareholders, namely
development of the Diamond Head/Mississippi property and other business
opportunities. I feel that my efforts to assist have been neutralized by
circumstances beyond my control. For these reasons, I hereby tender my
resignation from the Board of Directors of Europa Cruises Corporation, the
Board of Directors of Casino World, Inc., and from any and all other offices
which I may hold in Europa Cruises Corporation or any of its subsidiaries or
affiliated entities. This resignation shall be effective immediately.
Sincerely,
/s/ Brian R. D'Isernia /s/ Jack Jevne
Brian R. D'Isernia Jack Jevne
Date: January 21, 1998 Date: January 21, 1998
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