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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 2
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)
September 12, 15, and 23, 1997
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(Dates of Events which Require 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)
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Page 2 of 11 Pages
CUSIP No. 300902 10 3
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
National Income Realty Trust
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(2) Check the Appropriate Box if a Member of a Group
(a) |X| (b) |_|
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization California, USA
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Number of (7) Sole Voting Power 0
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting Power 300,000
Owned by Each -----------------------------------------------------
Reporting (9) Sole Dispositive Power 0
Person With -----------------------------------------------------
(10) Shared Dispositive Power 300,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11) 7.5%
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(14) Type of Reporting Person OO
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Page 3 of 11 Pages
CUSIP No. 300902 10 3
(1) Name of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Person
William S. Friedman
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(2) Check the Appropriate Box if a Member of a Group
(a) |X| (b) |_|
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(3) SEC Use Only
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(4) Source of Funds PF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization USA
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Number of (7) Sole Voting Power 202,000
Shares Bene- -----------------------------------------------------
ficially (8) Shared Voting Power 98,000
Owned by Each -----------------------------------------------------
Reporting (9) Sole Dispositive Power 202,000
Person With -----------------------------------------------------
(10) Shared Dispositive Power 98,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
300,000
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(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented by Amount in Row (11) 7.5%
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(14) Type of Reporting Person IN
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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.
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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
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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 April 25, 1997,
the Trust acquired an aggregate of 398,000 shares of Common
Stock in open market purchases using its working capital. The
purchase price per share ranged from $2.6458 to $3.125 per
share. On September 12, 15, and 23, 1997, the Trust disposed of
an aggregate of 300,000 shares of Common Stock in open market
transactions as follows:
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Page 7 of 11 Pages
Date of Sale Number of Shares Sale Price Per Share
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9/12/97 100,000 $5.25
9/12/97 100,000 $5.25
9/15/97 50,000 $5.25
9/23/97 50,000 $5.68
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. Mr. Friedman
continues to hold these shares.
Item 4. Purpose of Transactions.
I. National Income Realty Trust
II. William S. Friedman
The Trust sold the shares in order to realize the appreciation
in the value of the Common Stock. The Trust and/or Mr. Friedman
may in the future decide to sell more shares of the Common Stock
for this or other reasons. However, the Trust and Mr. Friedman
may continue to hold 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 one or more of the transactions listed
below:
(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 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;
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Page 8 of 11 Pages
(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.
Item 5. Interest in Securities of the Issuer.
I. National Income Realty Trust
(a) Aggregate Number: 300,000 shares of Common Stock.
Percentage: 7.5% of the 4,025,594 shares of Common Stock
outstanding as of April 30, 1997 reported in Excal's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997.
(b) The Trust has the sole power to vote and the sole power to
dispose of no shares of the Common Stock. Mr. Friedman shares
voting and dispositive power with the Trust as to the 98,000
shares of Common Stock owned by the Trust by virtue of his
controlling interest in the Trust and a delegation of voting
power to him by the Trust as described in Item 6 below.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
II. William S. Friedman
(a) Aggregate Number: 300,000 shares of Common Stock.
Percentage: 7.5% of the 4,025,594 shares of Common Stock
outstanding as of April 30, 1997 reported in Excal's Quarterly
Report on Form 10-QSB for the quarter ended March 31, 1997.
(b) Mr. Friedman has the sole power to vote and the sole power to
dispose of 202,000 shares of the Common Stock. Mr. Friedman
shares the power to vote and shares the power to dispose of
98,000 shares of the Common Stock as described in Items 5.I.(b)
and 6 herein.
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Page 9 of 11 Pages
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
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, Mr. Friedman
expects to vote his shares of Common Stock in the same manner
that the Trust votes its shares of Common Stock. 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.
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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: September 24, 1997 /s/ William S. Friedman
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By: William S. Friedman,
Trustee
DATED: September 24, 1997 /s/ William S. Friedman
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William S. Friedman
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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 Amendment No. 2 to Schedule 13D with respect to the
common stock of Excal Enterprises, Inc. and agree that this Amendment No. 2 to
Schedule 13D is filed on behalf of each of them.
NATIONAL INCOME REALTY TRUST
DATED: September 24, 1997 /s/ William S. Friedman
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By: William S. Friedman,
Trustee
DATED: September 24, 1997 /s/ William S. Friedman
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William S. Friedman
