UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXCAL ENTERPRISES, INC.
(Name of Issuer)
Common Stock, par value $.004 per share
(Title of Class of Securities)
300902103
(CUSIP Number)
Steven C. Koegler, Esq.
Walker & Koegler, P.A.
10151 Deerwood Park Blvd., Building 100, Suite 200
Jacksonville, Florida 32256
(904) 998-9800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 19, 1996
(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. [ ]
Check the following box if a fee is being paid with the statement. [ x ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D CUSIP No. 300902103
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David J. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
180,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
180,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
180,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.86%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D CUSIP No. 300902103
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan E. Humphreys
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
71,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
71,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
71,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.52%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D CUSIP No. 300902103
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kyle K. Krueger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
20,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.43%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D CUSIP No. 300902103
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apollo Capital Management Group L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
172,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
172,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
172,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D CUSIP No. 300902103
1 NAME OF REPORTING PERSON
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Steven Emerson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
174,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
174,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
174,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.73%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, par value $.004 per
share ("Shares"), of Excal Enterprises, Inc. (the "Issuer"). The address
of the Issuer is 100 North Tampa Street, Tampa, Florida 33602.
Item 2. Identity and Background
The persons filing this statement (the "Reporting Persons") are
David J. Smith, Jonathan E. Humphreys, Kyle K. Krueger and J. Steven
Emerson, citizens of the United States, and Apollo Capital Management
Group, L,P. ("Apollo"), a Delaware limited partnership. The principal
business address and the address of the principal office of Apollo is
150 Second Avenue, Suite 860, St. Petersburg, Florida 33701.
Set forth below is the name, address, principal occupation and employer
of the individual Reporting Persons.
1. David J. Smith, 150 Second Avenue North, Suite 860, St. Petersburg,
Florida 33701.
Self Employed
David J. Smith Investments
2. Jonathan E. Humphreys, 3400 Midway Drive, Santa Rosa, California
95405.
Financial Analyst
Mork Capital Management
3. Kyle K. Krueger, 150 Second Avenue, Suite 860, St. Petersburg,
Florida 33701.
Self Employed Investment Adviser
4. J. Steven Emerson, 10506 Ilona Avenue, Suite 1410, Los Angeles,
California 90064.
individual investor; self employed
The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-5 promulgated under the Securities and Exchange Act
of 1934, as amended (the "Act").
No Reporting Person has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been 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 a finding
of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons purchased all Shares of the Issuer which they
may be deemed to beneficially own for the aggregate purchase price of
$939,568. Such Shares were purchased with personal funds or working
capital of the respective Reporting Persons.
Item 4. Purpose of Transaction
Reporting Persons have acquired Shares of Issuer because they
believe that such Shares are substantially undervalued. Therefore,
Reporting Persons may continue to acquire Shares of the Issuer from
time to time in the open market or otherwise. Reporting Persons reserve
the right to dispose of Shares of the Issuer at any time and from
time to time in the open market or otherwise.
Reporting Persons believe that Issuer should take steps to
maximize shareholder value. Therefore, Reporting Persons intend to
seek to meet with Issuer's Board of Directors to determine whether
the current Board of Directors shares Reporting Persons' objectives
with respect to maximizing shareholder value. In the event that
Reporting Persons determine that the Board of Directors does not share
such objectives, Reporting Persons will determine what course of action
to take. This may include, but not be limited to, seeking to elect their
own nominees as directors of the Company at the next meeting of
Issuer's shareholders (which Reporting Persons shall demand) or making
or participating with others in an offer for the Company. Reporting
Persons specifically reserve the right to take any such or other action
or not to take any action.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on March 19, 1996, the Reporting
Persons may be deemed to beneficially own in the aggregate 617,000
Shares, representing approximately 13.24% of the outstanding Shares
of the Issuer (based upon the number of Shares reported to be
outstanding in the Issuer's Form 10Q for the fiscal quarter ended
December 31, 1995). The Reporting Persons have beneficial
ownership of the Shares as follows:
Name Number of Shares Approximate Percentage of
Outstanding Shares
David J. Smith 180,000 3.86%
Jonathan E. Humphreys 71,000 1.52%
Kyle K. Krueger 20,000 .43%
J. Steven Emerson 174,000 3.73%
Apollo Capital
Management 172,000 3.70%
Group, L.P.
(b) Each of the Reporting Persons has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of Shares
which it or they directly beneficially own.
(c) The following table sets forth all transactions with respect
to the Issuer's Shares effected during the past sixty days by each
of the Reporting Persons listed in Item 5(a) above. Each transaction
set forth below reflects a purchase or sale effected by means of an
over-the-counter trade.
Identity Trade Date Number of Shares Price Per Share
J.E. Humphreys 2/28/96 1,000 $1.9375
J.S. Emerson 2/23/96 11,000 2.09477
J.S. Emerson 2/26/96 5,000 2.03500
J.S. Emerson 2/27/96 8,000 2.03313
(d) To the best of Reporting Persons' knowledge, except as set
forth herein, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
any Shares of Issuer which Reporting Persons may be deemed to
beneficially own.
Item 6. Contracts, Arrangements, Understandings Or
Relationships With Respect To Securities Of The Issuer.
The Reporting Persons are parties to a Joint Filing Agreement,
attached hereto as Exhibit 1, with respect to the filing of this
statement and any amendments thereto.
Item 7. Material To Be Filed As Exhibits.
Exhibit 1 Joint Filing Agreement
[The remainder of this page left blank intentionally.]
<PAGE>
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies
that the information set forth in this statement on Schedule 13D
concerning the common stock, par value $.004 per share, of Excal
Enterprises, Inc., a Delaware corporation, is true, complete and correct.
Date: 3/26/96 Signature:_/s/ David J. Smith
David J. Smith
Date: 3/26/96 Signature:_/s/Jonathan E. Humphreys
Jonathan E. Humphreys
Date: 3/26/96 Signature:/s/ Kyle K. Krueger
Kyle K. Krueger
Date: 3/26/96 Signature: /s/ J. Steven Emerson
J. Steven Emerson
Date: 3/26/96 Apollo Capital Management Group, L.P.
a Delaware limited partnership
By: Apollo Capital Corp.
a Delaware corporation
its General Partner
By:/s/ Kyle K. Krueger
Its: _________President
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f), under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock,
par value $.004 per share, of Excal Enterprises, Inc. and further
agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned being
duly authorized, have executed this Joint Filing Agreement this 26th
day of March, 1996.
Date: 3/26/96 Signature: /s/ David J. Smith
David J. Smith
Date: 3/26/96 Signature: /s/ Jonathan E. Humphreys
Jonathan E. Humphreys
Date: 3/26/96 Signature: /s/ Kyle K. Krueger
Kyle K. Krueger
Date: 3/26/96 Signature:/s/ J. Steven Emerson
J. Steven Emerson
Date: 3/26/96 Apollo Capital Management Group, L.P.
a Delaware limited partnership
By: Apollo Capital Corp.
a Delaware corporation
its General Partner
By:/s/ Kyle K. Krueger
Its: _________President
4503\schedule.13d
