UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Excal Enterprises, Inc.
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
300902 10 3
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(CUSIP Number)
Judith D. Fryer, Esq.
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel
153 East 53rd Street, 35th Floor
New York, New York 10022
(212) 801-9200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
Page 2 of 11 Pages
CUSIP No.
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
National Income Realty Trust
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
WC
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
California, USA
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 600,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
600,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
14.9%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO
- --------------------------------------------------------------------------------
<PAGE>
Page 3 of 11 Pages
CUSIP No.
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
William S. Friedman
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2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 600,000
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
--------------------------------------------------------
10 Shared Dispositive Power
600,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
600,000
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
14.9%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
<PAGE>
Page 4 of 11 Pages
Item 1. Security and Issuer.
(a) Title and Class of Security: This statement relates to the shares of
common stock, par value $.001 per share, of Excal Enterprises, Inc.
("Excal"), a Delaware corporation (the "Common Stock").
(b) Issuer: EXCAL ENTERPRISES, INC.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
Item 2. Identity and Background.
I. National Income Realty Trust
2(a) Name: National Income Realty Trust (the "Trust")
2(b) State or Place of Organization: California
2(c)(i) Principal Business: The Trust is a California business trust
that has elected to be treated as a Real Estate Investment
Trust under the Internal Revenue Code of 1986. The Trust's
business is investing in real estate through direct
acquisitions and partnerships and, to a lesser extent,
financing real estate and real estate related activities
through mortgage loans.
2(c)(ii) Address of Principal Business: 280 Park Avenue, East
Building, 20th Floor, New York, New York 10017
2(c)(iii) Address of Principal Office: 280 Park Avenue, East Building,
20th Floor, New York, New York 10017
2(d) Criminal Convictions: The Trust has not, during the past
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
2(e) Violations of Federal or State Securities Laws: The Trust
was not, during the past five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any
violation with respect to such laws.
<PAGE>
Page 5 of 11 Pages
Mrs. Lucy N. Friedman, the wife of William S. Friedman, may be
deemed to own approximately 1,141,738 shares or 32.4% of the 3,523,070 shares of
beneficial interest of the Trust outstanding as of March 14, 1997. Mrs. Friedman
owns 731,266 of such shares in her name and the remaining 410,472 shares are
owned by various members of the Friedman family, including Mr. Friedman, and
various entities of which Mrs. Friedman may be deemed a control person. Mrs.
Friedman disclaims beneficial ownership of 31,865 of such shares. By virtue of
her beneficial ownership of 32.4% of the Trust's shares, Mrs. Friedman may be
deemed a "person controlling" the Trust, and is therefore required to file the
following information. Mrs. Friedman disclaims membership in any "group" with
respect to the ownership of the securities of Excal.
2(a) Name: Lucy N. Friedman
2(b) Business address: 280 Park Avenue, East Building, 20th
Floor, New York, New York 10017
2(c)(i) Present Principal Employment: Executive Director, Victim
Services
2(c)(ii) Principal Business and Address of Mrs. Friedman: Victim
Services, 2 Lafayette Street, New York, New York, a
not-for-profit organization
2(d) Criminal Convictions: Mrs. Friedman has not, during the past
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
2(e) Violations of Federal or State Securities Laws: Mrs.
Friedman was not, during the past five years, a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or
finding any violation with respect to such laws.
2(f) Mrs. Friedman is a citizen of the USA.
Items 3-6 of Schedule 13D are not applicable to Mrs. Friedman
<PAGE>
Page 6 of 11 Pages
II. William S. Friedman
2(a) Name: William S. Friedman
2(b) Business Address: 280 Park Avenue, East Building, 20th
Floor, New York, New York 10017
2(c)(i) Present Principal Employment: (a) President, Chief Executive
Officer and Trustee of the Trust, (b) Director and Chief
Executive Officer of Tarragon Realty Advisors, Inc., a
company responsible for the day-to-day management of the
Trust and (c) officer and director of Tarragon Management,
Inc., a wholly-owned subsidiary of Tarragon Realty Advisors,
a company responsible for management of the Trust's
properties.
2(c)(ii) Principal Business and Address of Mr. Friedman: Officer and
Trustee of The Trust, 280 Park Avenue, East Building, 20th
Floor, New York, New York 10017.
2(d) Mr. Friedman has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
2(e) Mr. Friedman was not, during the past five years, a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
2(f) Mr. Friedman is a citizen of the USA.
Item 3. Source and Amount of Funds or Other Consideration.
I. National Income Realty Trust
During the period from April 17, 1997 through May 1 1997,
the Trust acquired an aggregate of 398,000 shares of Common
Stock in open market purchases using its working capital as
follows:
Date of Purchase Number of Shares Purchase Price Per Share
- ---------------- ---------------- ------------------------
4/17/97 9,000 $2.6458
4/18/97 6,000 $2.6875
4/25/97 3,000 $2.6875
5/1/97 380,000 $3.125
<PAGE>
Page 7 of 11 Pages
II. William S. Friedman
On May 1, 1997, Mr. Friedman acquired an aggregate of 202,000 shares
of Common Stock at a purchase price of $3.125 per share in open
market purchases using his personal funds.
Item 4. Purpose of Transactions.
I. National Income Realty Trust
II. William S. Friedman
The Trust and Mr. Friedman purchased the shares of Common Stock for
investment purposes and for the purpose of exploring the possibility
of an extraordinary corporate transaction involving Excal whether
with the Trust, affiliates of the Trust or others, which
transaction, although there is no current plan or proposal to do so,
may relate to or result in:
(a) the acquisition or disposition by the Trust or Mr. Friedman or one
of their affiliates of additional securities of Excal;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving Excal or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of Excal or any of
its subsidiaries;
(d) a change in the present board of directors or management of Excal,
including a plans or proposals to change the number or terms of
directors;
(e) a material change in the present capitalization or dividend policy
of Excal;
(f) a material change in Excal's present business or corporate
structure;
(g) changes in Excal's present charter, bylaws or similar instruments;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or inter-dealer quotation system;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to those enumerated above.
<PAGE>
Page 8 of 11 Pages
Item 5. Interest in Securities of the Issuer.
I. National Income Realty Trust
(a) Aggregate Number: 600,000 shares of Common Stock. Percentage: 14.9%
of the 4,025,594 shares of Common Stock outstanding as of January
31, 1997 reported in Excal's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1996.
(b) The Trust has the sole power to vote and the sole power to dispose
of no shares of the Common Stock. There is an understanding
between Mr. Friedman and the Trust pursuant to which the Trust
shares the power to vote and shares the power to dispose of 202,000
shares of the Common Stock owned by Mr. Friedman.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
II. William S. Friedman
(a) Aggregate Number: 600,000 shares of Common Stock. Percentage: 14.9%
of the 4,025,594 shares of Common Stock outstanding as of January
31, 1997 reported in Excal's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1996.
(b) Mr. Friedman has the sole power to vote and the sole power to
dispose of no shares of the Common Stock. Mr. Friedman shares the
power to vote and shares the power to dispose of 600,000 shares of
the Common Stock.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
<PAGE>
Page 9 of 11 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Although there is no formal agreement between the Trust and Mr.
Friedman with respect to the securities of Excal, there is an
understanding between Mr. Friedman and the Trust that Mr. Friedman
will vote his shares of Common Stock in the same manner that the
Trust votes its shares of Common Stock and will obtain direction
from the Trust's Board of Trustees concerning the disposition of the
shares of Common Stock which he holds. Mr. Friedman is authorized by
the Trust's Board of Trustees to vote the Trust's shares of Common
Stock as to routine matters; however, he needs to obtain the
direction of the Board of Trustees as to how to vote the Trust's
shares of Excal as to all extraordinary matters to be voted on
concerning Excal.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
NATIONAL INCOME REALTY TRUST
DATED: May 12, 1997 /s/ William S. Friedman
------------------------
By: William S. Friedman,
Trustee
DATED: May 12, 1997 /s/ William S. Friedman
------------------------
William S. Friedman
<PAGE>
Page 11 of 11 Pages
EXHIBIT A
CONSENT TO JOINT FILING
National Income Realty Trust and William S. Friedman hereby consent to the
joint filing of this Schedule 13D with respect to the common stock of Excal
Enterprises, Inc. and agree that this Schedule 13D is filed on behalf of each of
them.
NATIONAL INCOME REALTY TRUST
DATED: May 12, 1997 /s/ William S. Friedman
-----------------------------
By: William S. Friedman,
Trustee
/s/ William S. Friedman
-----------------------------
DATED: May 12, 1997 William S. Friedman
