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
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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)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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pursuant to Exchange Act Rule 0-11:
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[ ] 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.
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PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD
To the Shareholders of Europa Cruises Corporation:
Deborah Vitale is up to her old tricks. She's blaming others for the
poor performance of your Company's stock and attacking our nominees for
refusing to serve on the Board of Directors while she manages the Company.
Ms. Vitale appears to believe that Brian D'Isernia's stock sales and last
year's proxy contest are responsible for the Company's poor stock price
performance. Let's face the truth. If the Company had not been losing money
or had reasonable prospects for future earnings, the stock price would not be
where it is today. As we all know, it's earnings and expectations for the
future of your Company that drive the stock price, and the Company has had
little to show in that area in recent periods. Ms. Vitale states that she is
"unaware of any period of time in which the operating position of this Company
has ever been stronger." This is little comfort when the Company reported in
its Quarterly Report for the quarter ended March 31, 1998 that it has a
working capital deficiency of approximately $5,770,107. At March 31, 1998,
the Company's current liabilities exceeded cash and cash equivalents and
accounts receivable by $590,050. Is this the best that Ms. Vitale can say
about the operation of the Company? Why doesn't she tell us what she's done
for shareholders and what she's going to do to return our Company to
profitability? And while she's at it, why doesn't Ms. Vitale explain why she
received a $50,000 bonus and what happened to the other officers of the
Company. We are still waiting to hear something positive about our Company.
We trust that you can see through Ms. Vitale's senseless attack on our
nominees. What counts in a director is his or her willingness to serve the
Company, to share experience, expertise and contacts and to provide competent
oversight of management. Jan Thurman is an experienced attorney and Vance
Shaw is a successful investment professional. We believe they will be assets
to the Company. Ms. Vitale questions whether Mr. Thurman or Mr. Shaw have
ever run a cruise-to-nowhere business, a marine operation or a casino
operation. But look at management's nominees: John Duber is a consultant in
the trucking industry; Paul DeMattia owns and operates a specialized delivery
service; Gregory Harrison is a consulting forensic engineer. According to the
Company's proxy statement, it appears that these individuals never had any
experience with the cruise, marine or casino business before they became
affiliated with the Company and that Mr. Duber and Mr. Harrison have no
management experience whatsoever. It also appears that Ms. Vitale had no
prior management experience before coming to Europa and we think her lack of
experience is contributing to the Company's problems. Ms. Vitale questions
our nominees' connection to the Company, but our nominees own in the aggregate
more shares than the current Board of Directors.
Ms. Vitale's criticism of Brian D'Isernia and Jerry McCall is also
misguided. They sold stock because they lost faith in Ms. Vitale's leadership
of the Company and they disassociated themselves from the Board of Directors
for the same reason. And these are not the only people who have resigned from
the Board of Directors in the last few years in conflict with Ms. Vitale.
Now, rather than giving up on their remaining investment, Mr. D'Isernia and
Mr. McCall have decided that
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the better course of action is to remove the existing Board of Directors and
to attempt to return the Company to profitability.
Ms. Vitale attacks our plan by focusing on our pledge to communicate with
shareholders. Since when is communicating with shareholders such a terrible
thing. As we said in our proxy statement, we are going to perform a thorough
review of the operations of the Company to determine its future direction.
It's ridiculous to think that we could formulate a detailed plan based solely
on the information available in the Company's public reports. We need to
physically inspect the boats and perform a detailed analysis of revenues and
expenses for the cruise operation and we need to review the studies and
projections for the development of the Diamondhead, Mississippi property. We
will move quickly to take these actions and chart a course for the Company.
Please join us in removing the current Board of Directors and working to
return our Company to profitability. If you have not already done so, please
sign, date and return your BLUE proxy card(s) today. If you have already
voted a WHITE proxy card, you have every right to change your vote by signing,
dating and returning your BLUE proxy card. If you own your shares in street
name (i.e., in the name of a brokerage firm) please call your broker to
expedite the voting of your shares.
Sincerely,
The Coalition of Concerned Shareholders
of Europa Cruises Corporation
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