UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.5)
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)
August 21, 1996
(Date of Event which Requires Filing of this
Statement)
<PAGE>
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. [ ]
(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>
EXCAL ENTERPRISES, INC.
Schedule 13D Amendment No.5
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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
MCM Partners
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
Apollo Capital Corp.
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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
<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
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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
SEAF, Ltd.
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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(*) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
The Reporting Persons hereby amend their statement on Schedule 13D relating
to the common stock, par value $.004 per share, of Excal Enterprises, Inc.
(the "Issuer"), as set forth herein.
Unless otherwise indicated, capitalized terms contained herein shall have
the meaning ascribed to them in the Reporting Persons' prior statements on
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the close of business on August 21, 1996, none of the
Reporting Persons beneficially owned any Shares.
(c) The information concerning transactions in Shares effected by the
Reporting Persons during the last 60 days is as set forth on Schedule I
hereto.
(e) The Reporting Persons ceased to be the beneficial owners of more than
five percent of the Shares on August 21, 1996.
Schedule I
All of the sales set forth below occurred on August 21, 1996 as part of
private sales of the subject securities by the Reporting Persons. The
price per share for all transactions was $3.30.
Seller Number of Shares Net Proceeds
David J. Smith 180,000 594,000.00
Jonathan E. Humphreys 71,000 234,300.00
Kyle K. Krueger 20,000 66,000.00
Apollo Capital
Management Group, L.P. 172,000 567,600.00
J. Steven Emerson 184,000 607,200.00
SEAF, Ltd. 7,272 23,997.60
MCM Partners 2,000 6,600.00
Totals 636,272 2,099,697.60
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: 8/22/96 Signature: /s/ David J. Smith
Date: 8/22/96 Signature: /s/ Jonathan E. Humphreys
Date: 8/22/96 Signature: /s/ Kyle K. Krueger
Date: 8/22/96 Signature: /s/ J. Steven Emerson
Date: 8/22/96 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
Kyle K. Krueger
Date: 8/22/96 Apollo Capital Corp
a Delaware corporation
By: /s/ Kyle K. Krueger
Kyle K. Krueger
Date: 8/22/96 SEAF, Ltd.
a California limited partnership
By: /s/ J. Steven Emerson
J. Steven Emerson
Its General Partner
Dated: 8/22/96 MCM Partners
By: /s/ Jonathan E. Humphreys
Jonathan E. Humphreys
Its General Partner
