SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 22, 1995
Commission File No. 0-17068
Excal Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-2855398
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 North Tampa Street, Suite 3575, Tampa, Florida 33602
(Address of principal executive offices)
(813) 224-0228
Registrant's telephone number, including area code
Item 5. Other Events.
Imeson Center, Inc., a wholly owned subsidiary of Excal Enterprises, Inc.,
finalized the extension and modification of its leases with Laney & Duke
Terminal Warehouse Company for warehouse space at Imeson Center, Inc. The
leases cover 696,122 square feet (100%) of first floor warehouse space and
596,676 square feet (75%) of second floor warehouse space. The leases are for a
term of two years ending December 31, 1997, with one three-year option to renew.
The leases are "triple net leases" and the aggregate base rent under the leases
is $142,953 per month during 1996 and $151,241 per month during 1997. In
addition, Laney & Duke has the option to expand into the two unleased sections
of second floor warehouse space. In exchange for this option, Laney & Duke is
required to pay minimum aggregate base rent of $24,862 during 1996, even if the
space is not used.
Item 7(c). Exhibits.
10(a) Lease Renewal and Modification Agreements with Laney & Duke Terminal
Warehouse Company, Inc., dated effective January 1, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EXCAL ENTERPRISES, INC.
Dated: December 21, 1995 By: /S/ W. CAREY WEBB
W. Carey Webb
President and CEO
First Floor Space
LEASE RENEWAL AND MODIFICATION AGREEMENT
THIS LEASE RENEWAL AND MODIFICATION AGREEMENT (the "Agreement") is made and
entered into effective as of January 1, 1996 (the "Effective Date") by and
between IMESON CENTER, INC., a Florida corporation formerly known as
Jacksonville Center, Inc. ("Landlord"), and LANEY & DUKE TERMINAL WAREHOUSE
COMPANY, INC., a Florida corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Warehouse Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to which Landlord
leased to Tenant and Tenant leased from Landlord certain Leased Premises (herein
so called) consisting of approximately 596,676 square feet of space designated
as Sections 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 and constituting a portion of the
building (the "Building") included in the facility known as One Imeson Center
(the "Property"), located at One Imeson Park Boulevard, Building 100,
Jacksonville, Florida 32210;
WHEREAS, the Lease was subsequently modified to include in the Leased
Premises a portion of Section 1.1 of the Building;
WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to
further modify certain of the terms and provisions of the Lease, all as herein
provided;
NOW, THEREFORE, for and in consideration of the mutual covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated into the text of this Agreement.
2. Leased Premises. The Leased Premises shall, as of the Effective
Date, consist of approximately 696,122 square feet of space designated as
Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 in the Building, as depicted on
Exhibit A attached hereto and made a part hereof, and no other space in the
Building, and, as of the Effective Date, Landlord hereby leases and rents unto
Tenant and Tenant hereby hires and takes from Landlord such Leased Premises on
the terms and conditions set forth in the Lease, as herein amended and modified.
The Lease is hereby amended and modified to provide that, at any time during the
Term (as defined in the Lease, as herein modified), Landlord shall have the
right, upon written notice to Tenant, to relocate the area reserved in the Lease
for Tenant's exclusive parking use to an adequate portion of the paved area
located immediately to the west of the Building. In the event of such a
relocation, Tenant shall immediately surrender to Landlord the original
exclusive parking area described in the Lease.
3. Extension of Base Term. The base term of the Lease as provided in
Section 2.1 thereof is hereby extended for a period of twenty-four (24) months
commencing on January 1, 1996, and ending on December 31, 1997 (the "Extended
Base Term"), on the terms and conditions set forth in the Lease, as herein
modified and amended.
4. Base Rent. During the Extended Base Term Tenant hereby covenants and
agrees to pay Base Rent of (i) $130,522.88 per month for each and every month
during that portion of the Extended Base Term commencing on January 1, 1996 and
terminating on December 31, 1996, and (ii) $136,323.89 per month for each and
every month during that portion of the Extended Base Term commencing on January
1, 1997 and terminating on December 31, 1997. Each such installment of Base Rent
shall be payable in advance on the first day of each calendar month in lawful
United States currency, together with any and all sales or use taxes levied upon
the use or occupancy of the Leased Premises and any additional rent or other
charges payable under the Lease, as herein modified and amended. Notwithstanding
the foregoing, in the event that Tenant for any reason does not timely and
properly exercise its renewal option as provided in Paragraph 5 hereinbelow,
Base Rent for that portion of the Extended Base Term commencing on January 1,
1997 and terminating December 31, 1997 shall be $145,025.42 per month.
5. Option to Renew. Section 2.2 of the Lease is hereby amended and
restated in its entirety so that such section, as amended and restated, shall
read as follows:
Landlord shall provide Tenant with one (1) three (3) year option to
renew this Lease (the "Renewal Option"), provided (i) Tenant is not
in default under this Lease, (ii) Tenant gives Landlord written
notice of Tenant's intent to exercise the Renewal Option by no later
than December 31, 1996, and (iii) Tenant also timely and properly
exercises its renewal option for the same period under that certain
Warehouse Space Lease Agreement dated December 1, 1994, by and
between Landlord and Tenant, as amended by that certain Lease
Renewal and Modification Agreement of even date herewith, for space
on the second floor of the Building. If the Renewal Option is
timely and properly exercised, Base Rent shall be $142,124.91 per
month for each and every month during that portion of the renewal
term commencing January 1, 1998 and terminating December 31, 1998;
$145,025.42 per month for each and every month during that portion
of the renewal term commencing January 1, 1999 and terminating
December 31, 1999; and $147,925.93 per month for each and every
month during that portion of the renewal term commencing January 1,
2000 and terminating December 31, 2000. The base term of the Lease
[as extended pursuant to paragraph 3 hereinabove] and, if the
Renewal Option is timely and properly exercised, the renewal term
are together referred to herein as the "Term."
6. Operating Expenses. Section 3.3 of the Lease is hereby amended to
provide that, as of the Effective Date, Tenant's pro-rata share of Operating
Expenses shall be 40.59 percent (696,122 divided by 1,715,000) and shall
initially be estimated at $.325 per square foot per year (which amount consists
of $.13 per square foot for Real Property Taxes, $.07 per square foot for
insurance and $.125 per square foot for common area maintenance charges) and an
additional amount for Tenant's use of the telephone system in the Building,
subject to adjustment as provided in Section 3.3 of the Lease.
7. Security. Section 3.7 of the Lease is hereby deleted in its entirety
and of no further force or effect. From and after the Effective Date, Tenant
shall be solely responsible for providing its own security services at Tenant's
own cost and expense.
8. Landlord's Obligations. Tenant hereby acknowledges and agrees that
all of Landlord's obligations accruing as of the date of execution this
Agreement have been fully and properly fulfilled, including without limitation
those set forth in Section 5.3 of the Lease.
9. Security Deposit. Prior to expiation of that certain Irrevocable
Standby Letter of Credit No. S521761 dated November 23, 1994, issued by First
Union National Bank with a stated expiration date of January 31, 1996, as
extended to January 31, 1997 pursuant to Amendment No. 001 thereto, Tenant shall
deliver to Landlord a replacement letter of credit in form and content and
issued by a bank satisfactory to Landlord in Landlord's sole and unrestricted
discretion, which replacement letter of credit shall be subject to Section 10.3
of the Lease. The amount of such replacement letter of credit shall be equal to
the sum of the then-current amount of monthly Base Rent pursuant to Paragraph 4
hereinabove plus the then-current amount of monthly Base Rent under that certain
Warehouse Space Lease Agreement for certain space on the second floor of the
Building, which lease has been amended by that certain Lease Renewal and
Modification Agreement of even date herewith (the "Second Floor Lease"), and the
amount of such replacement letter of credit shall be increased during the Term
at the same time that any increases in monthly Base Rent under the Lease, as
herein amended, and under the Second Floor Lease, go into effect.
10. Landlord's Address. For purposes of Section 10.6 of the Lease,
Landlord's address is hereby modified and amended as follows:
Imeson Center, Inc.
c/o Excal Enterprises, Inc.
100 North Tampa Street
Suite 3575
Tampa, Florida 33602
11. No Further Amendment. Except as specifically set forth in this
Agreement, the Lease shall remain unaltered and in full force and effect.
12. Definitions. All capitalized terms in this Agreement shall have the
same definitions as provided in the Lease except as may otherwise be provided
herein.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of
the date set forth above.
Witnesses: LANDLORD:
IMESON CENTER, INC., a Florida corporation
formerly known as Jacksonville Center, Inc.
/S/ LADSON F. MONTGOMERY By: /S/ W. ARIS NEWTON
Name: Ladson F. Montgomery Name: W. Aris Newton
Title: President
/S/ W. CAREY WEBB
Name: W. Carey Webb Date of Execution: 12/6/95
TENANT:
LANEY & DUKE TERMINAL WAREHOUSE COMPANY,
INC., a Florida corporation
/S/ W. CAREY WEBB By: /S/ THOMAS DUKE
Name: W. Carey Webb Name: Thomas Duke
Title: President
/S/ LADSON F. MONTGOMERY
Name: Ladson F. Montgomery Date of Execution: 12/6/95
Second Floor Space
LEASE RENEWAL AND MODIFICATION AGREEMENT
THIS LEASE RENEWAL AND MODIFICATION AGREEMENT (the "Agreement") is made and
entered into effective as of January 1, 1996 (the "Effective Date") by and
between IMESON CENTER, INC., a Florida corporation formerly known as
Jacksonville Center, Inc. ("Landlord"), and LANEY & DUKE TERMINAL WAREHOUSE
COMPANY, INC., a Florida corporation ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Warehouse Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to which Landlord
leased to Tenant and Tenant leased from Landlord certain Leased Premises (herein
so called) consisting of approximately 198,144 square feet of space designated
as Sections 2.6 and 2.8 and constituting a portion of the building (the
"Building") included in the facility known as One Imeson Center (the
"Property"), located at One Imeson Park Boulevard, Building 100, Jacksonville,
Florida 32210;
WHEREAS, the Lease was subsequently modified to include in the Leased
Premises Sections 2.3, 2.4, 2.5 and 2.7 of the Building;
WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to
further modify certain of the terms and provisions of the Lease, all as herein
provided;
NOW, THEREFORE, for and in consideration of the mutual covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby
incorporated into the text of this Agreement.
2. Leased Premises. The Leased Premises shall, as of the Effective
Date, consist of approximately 596,676 square feet of space designated as
Sections 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 in the Building, as depicted on Exhibit
A attached hereto and made a part hereof, and no other space in the Building,
and, as of the Effective Date, Landlord hereby leases and rents unto Tenant and
Tenant hereby hires and takes from Landlord such Leased Premises on the terms
and conditions set forth in the Lease, as herein amended and modified. Prior to
the Effective Date, Tenant shall surrender Section 2.8 of the Building to
Landlord in accordance with Section 5.6 of the Lease, and as of the Effective
Date, Section 2.8 shall no longer be part of the Leased Premises. The Lease is
hereby amended and modified to provide that, at anytime during the Term (as
defined in the Lease, as herein modified), Landlord shall have the right, upon
written notice to Tenant, to relocate the area reserved in the Lease for
Tenant's exclusive parking use to an adequate portion of the paved area located
immediately to the west of the Building. In the event of such a relocation,
Tenant shall immediately surrender to Landlord the original exclusive parking
area described in the Lease.
3. Extension of Base Term. The base term of the Lease as provided in
Section 2.1 thereof is hereby extended for a period of twenty-four (24) months
commencing on January 1, 1996, and ending on December 31, 1997 (the "Extended
Base Term"), on the terms and conditions set forth in the Lease, as herein
modified and amended.
4. Base Rent. Tenant's right to abatement of Base Rent during the Term,
as provided in Section 3.1 of the Lease, shall terminate on the Effective Date.
During the Extended Base Term Tenant hereby covenants and agrees to pay Base
Rent of (i) $12,430.75 per month for each and every month during that portion of
the Extended Base Term commencing on January 1, 1996 and terminating on December
31, 1996, and (ii) $14,916.90 per month for each and every month during that
portion of the Extended Base Term commencing on January 1, 1997 and terminating
on December 31, 1997. Each such installment of Base Rent shall be payable in
advance on the first day of each calendar month in lawful United States
currency, together with any and all sales or use taxes levied upon the use or
occupancy of the Leased Premises and any additional rent or other charges
payable under the Lease, as herein modified and amended. Notwithstanding the
foregoing, in the event that Tenant for any reason does not timely and properly
exercise its renewal option as provided in Paragraph 5 hereinbelow, Base Rent
for that portion of the Extended Base Term, as herein extended, commencing on
January 1, 1997 and terminating December 31, 1997 shall be $24,861.50 per month.
5. Option to Renew. Section 2.2 of the Lease is hereby amended and
restated in its entirety so that such section, as amended and restated, shall
read as follows:
Landlord shall provide Tenant with one (1) three (3) year option to
renew this Lease (the "Renewal Option"), provided (i) Tenant is not
in default under this Lease, (ii) Tenant gives Landlord written
notice of Tenant's intent to exercise the Renewal Option by no later
than December 31, 1996, and (iii) Tenant also timely and properly
exercises its renewal option for the same period under that certain
Warehouse Space Lease Agreement dated December 1, 1994, by and
between Landlord and Tenant, as amended by that certain Lease
Renewal and Modification Agreement of even date herewith, for space
on the first floor of the Building. If the Renewal Option is timely
and properly exercised, Base Rent shall be $17,403.05 per month for
each and every month during that portion of the renewal term
commencing January 1, 1998 and terminating December 31, 1998;
$19,889.20 per month for each and every month during that portion of
the renewal term commencing January 1, 1999 and terminating December
31, 1999; and $22,375.35 per month for each and every month during
that portion of the renewal term commencing January 1, 2000 and
terminating December 31, 2000. The base term of the Lease [as
extended pursuant to paragraph 3 hereinabove] and, if the Renewal
Option is timely and properly exercised, the renewal term are
together referred to herein as the "Term."
6. Operating Expenses. Section 3.3 of the Lease is hereby amended to
provide that, as of the Effective Date, Tenant's pro-rata share of Operating
Expenses shall be 34.79 percent (596,676 divided by 1,715,000) and shall
initially be estimated at $.325 per square foot per year (which amount consists
of $.13 per square foot for Real Property Taxes, $.07 per square foot for
insurance and $.125 per square foot for common area maintenance charges) and an
additional amount for Tenant's use of the telephone system in the Building,
subject to adjustment as provided in Section 3.3 of the Lease.
7. Security. Section 3.7 of the Lease is hereby deleted in its entirety
and of no further force or effect. From and after the Effective Date, Tenant
shall be solely responsible for providing its own security services at Tenant's
own cost and expense.
8. Landlord's Obligations. Tenant hereby acknowledges and agrees that
all of Landlord's obligations accruing as of the date of execution this
Agreement have been fully and properly fulfilled, including without limitation
those set forth in Section 5.3 of the Lease.
9. Landlord's Address. For purposes of Section 10.6 of the Lease,
Landlord's address is hereby modified and amended as follows:
Imeson Center, Inc.
c/o Excal Enterprises, Inc.
100 North Tampa Street
Suite 3575
Tampa, Florida 33602
10. Expansion Option. Article 15 of the Lease is hereby deleted in its
entirety and of no further force or effect.
11. Right of First Refusal. Article 16 of the Lease is hereby deleted
in its entirety and of no further force or effect.
12. Additional Space. During the period commencing January 1, 1996 and
terminating December 31, 1996, Tenant shall have the right, but not the
obligation, to lease the entirety of either or both of Sections 2.1 and 2.8 of
the Building (such sections are herein together referred to as the "Sections" or
separately referred to as a "Section" and the space within the Sections is
herein referred to as the "Additional Space") as depicted on Exhibit A attached
hereto and made a part hereof, on an "as needed" basis on the same terms and
conditions as provided in the Lease, as herein modified, except that the monthly
Base Rent for each Section leased by Tenant shall be $2,071.80 and that Tenant's
Share of Operating Expenses shall be 5.80% for each Section. Notwith-standing
the fact that Tenant shall be required to pay monthly Base Rent and Additional
Rent on the Additional Space only during such periods of Tenant's use thereof
(with monthly Base Rent and Additional Rent being prorated on a per diem basis
for any partial month's use by Tenant), Tenant shall pay Landlord (i) commencing
March 1, 1996 and on the first day of each and every month thereafter through
and including December, 1996, Tenant's Share of Operating Expenses on both
Sections, and (ii) no less than six (6) full months of Base Rent on both
Sections during the period commencing January 1, 1996 and terminating December
31, 1996, with a reconciliation and payment of such minimum Base Rent obligation
occurring no later than December 1, 1996. In addition, if at any time during
the period of Tenant's use or proposed use of Section 2.8, the mezzanine office
space in the Building or any portion thereof has been leased to or is occupied
by a third party tenant, Landlord and Tenant shall confer with each other to
attempt to agree upon the measures to be taken by Tenant to mitigate the noise
and vibration of such use so as to minimize any interference with or disruption
or annoyance to the office uses in the mezzanine of the Building. Such
mitigating measures shall be mutually acceptable to Landlord and Tenant in terms
of both cost and effectiveness. If Landlord and Tenant are unable to agree upon
such mitigating measures, (i) Tenant shall have no right to use or lease Section
2.8, (ii) Tenant shall have no further obligation to pay any Operating Expenses
or Base Rent for Section 2.8, and (iii) Landlord shall promptly refund to Tenant
any amounts theretofore paid by Tenant on account of Operating Expenses or Base
Rent for Section 2.8 except to the extent that such amounts have been earned by
virtue of Tenant's use or occupancy of Section 2.8 or any portion thereof.
After December 31, 1996, Tenant shall allow access through the Leased Premises
to the Additional Space by Landlord and any third party tenant of the Additional
Space if Tenant shall not lease or continue to lease all of the Additional Space
pursuant to such terms as shall be mutually agreed upon by Landlord and Tenant.
13. No Further Amendment. Except as specifically set forth in this
Agreement, the Lease shall remain unaltered and in full force and effect.
14. Definitions. All capitalized terms in this Agreement shall have the
same definitions as provided in the Lease except as may otherwise be provided
herein.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of
the date set forth above.
Witnesses: LANDLORD:
IMESON CENTER, INC., a Florida corporation
formerly known as Jacksonville Center, Inc.
/S/ LADSON F. MONTGOMERY By: /S/ W. ARIS NEWTON
Name: Ladson F. Montgomery Name: W. Aris Newton
Title: President
/S/ W. CAREY WEBB
Name: W. Carey Webb Date of Execution: 12/6/95
TENANT:
LANEY & DUKE TERMINAL WAREHOUSE COMPANY,
INC., a Florida corporation
/S/ W. CAREY WEBB By: /S/ THOMAS DUKE
Name: W. Carey Webb Name: Thomas Duke
Title: President
/S/ LADSON F. MONTGOMERY
Name: Ladson F. Montgomery Date of Execution: 12/6/95
