www.sec.gov/Archives/edgar/data/844887/0000912057-02-01 -
[Cached Version]
Published on: 4/17/2002
Last Visited: 6/27/2002
A: If Mr. Rafferty is elected, Ms. Vitale will no longer serve on the Board of Directors and we further expect that she will be terminated as ILLIUS JAMES C's CEO, President, Secretary, and Treasurer, and with regard to any positions she holds with any of ILLIUS JAMES C's subsidiaries.
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A: The current Board of Directors is deadlocked, and Ms. Vitale has resisted a presentation of the details of the Rafferty proposal to the Board.
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Ms. Vitale would be removed "without cause." Q:
WHO CAN CONSENT TO THESE MATTERS? A: Stockholders of record as of , 2002 (the "Record Date") are entitled to consent to these Proposals.Therefore, if you owned shares of ILLIUS JAMES C on , 2002, you have the right to consent to the Proposals, even if you disposed of some or all of your shares after the Record Date.
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1. To remove Ms. Deborah Vitale, the current Chairman of the Board of Directors.
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In our view, the existing senior management team, led by Ms. Vitale, has been given an adequate opportunity to manage ILLIUS JAMES C and develop the Diamondhead property.ILLIUS JAMES C's Chief Executive Officer, Ms. Vitale, has never presented a master plan for the Diamondhead property to the Board, despite the fact that ILLIUS JAMES C has owned the land since 1993. Ms. Vitale has served as Chief Executive Officer of ILLIUS JAMES C since 1998, and has also served as Chief Executive Officer of ILLIUS JAMES C's two subsidiaries responsible for the project, Casino World, Inc. and Mississippi Gaming Corporation, since 1997.The entire 404.5 acres consisting of the Diamondhead property has sat undeveloped since ILLIUS JAMES C exercised its option to buy it in 1993. Ms. Vitale's experience with ILLIUS JAMES C has consisted of leading it through the conclusion of multiple lawsuits and the sale of ILLIUS JAMES C's cruise ships.It is the Committee's belief that Ms. Vitale simply does not have the required experience in developing, building, designing, or operating a waterfront casino, the primary development goal of the Diamondhead property. Additionally, Ms. Vitale has resisted the presentation of Mr. Rafferty's proposal to the Board of Directors.
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Without consulting the Board of Directors, however, Ms. Vitale refused to sign such agreement. INTERESTS OF CERTAIN PERSONS IN THE CONSENT SOLICITATION
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DEBORAH A. VITALE (2)(3)(4)
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The Trustees of the ESOP are Deborah A. Vitale, President, CEO, and Chairman of the Board and John R. Duber, Vice-President and a Director.
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(3) Includes 3,420,455 unallocated shares of Common Stock which may be voted by Ms. Vitale and Mr. Duber as Co-Trustees of the ESOP.
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THE COMMITTEE BELIEVES THAT THIS CONSENT SOLICITATION TO REMOVE AND REPLACE MS. VITALE, IF SUCCESSFUL, WILL ENHANCE THE VALUE OF THE COMPANY FOR ITS STOCKHOLDERS.Therefore, the Committee presently intends to seek reimbursement from the Company for the reasonable expenses in connection with this solicitation.We do not anticipate that this matter will be submitted to a vote of security holders, unless required by law. FORWARD-LOOKING STATEMENTS The Committee urges you to read this Consent Statement carefully.The views expressed in this Consent Statement contain judgments, which are subjective in nature and in certain cases forward-looking in nature.Forward-looking statements by their nature contain estimates made without the benefit of actual measurement.
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The Committee has not discussed any specific plans or recourse if the Committee is unsuccessful in obtaining a sufficient number of consents to remove Ms. Vitale and elect Mr. Rafferty to the Board of Directors.
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Although it is possible that all or part of the Committee may make subsequent attempts to remove Ms. Vitale or any other current directors and elect the Committee's nominees to the Board of Directors, the Committee has not discussed or considered such a plan. REVOCABLE CONSENT CONSENT SOLICITATION BY