UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
June 3, 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. [ ] (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).
EXCAL ENTERPRISES, INC.
Schedule 13D Amendment No. 2
The Reporting Persons, consisting of David J. Smith,
Jonathan E. Humphreys, Kyle K. Krueger, Apollo
Capital Management Group, L.P., a Delaware limited
partnership, and J. Steven Emerson, 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 (i)
to add SEAF, Ltd, MCM Partners and Apollo Capital
Corp. as Reporting Persons, (ii) to amend ownership
information by Reporting Persons regarding the
Issuer's Common Stock and (iii) to disclose certain
developments since the filing of the previous
amendment to Schedule 13D. Unless otherwise
indicated, capitalized terms contained herein shall
have the meaning ascribed to them in the Reporting
Persons' prior statement on Schedule 13D.
<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
184,000
8 SHARED VOTING POWER
7,272
9 SOLE DISPOSITIVE POWER
184,000
10 SHARED DISPOSITIVE POWER
7,272
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,272
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
4.09%
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
76,000
8 SHARED VOTING POWER
2,000
9 SOLE DISPOSITIVE POWER
76,000
10 SHARED DISPOSITIVE POWER
2,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
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 Corp., a Delaware corporation
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
172,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
172,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.70%
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
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
2,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
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
SEAF, Ltd., a California limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WX;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
7,272
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,272
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,272
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.15%
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
20,000
8 SHARED VOTING POWER
172,000
9 SOLE DISPOSITIVE POWER
20,000
10 SHARED DISPOSITIVE POWER
172,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*)
[ x ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.11%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration Item 3
is hereby amended and restated in its entirety
as follows:
The Reporting Persons purchased all Shares of the
Issuer which they may be deemed to beneficially own
for the aggregate purchase price of $988,822.50. Such
Shares were purchased with personal funds or working
capital of the respective Reporting Persons.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
I. Demand for Meeting.
Since the Reporting Persons' filing of the first
amendment to Schedule 13D, the Reporting Persons,
as beneficial owners of the Shares, have made a
subsequent demand to the Company that the Company
call a Special Meeting of the Shareholders in Lieu of
the Annual Meeting. As previously disclosed in the
first amendment to Schedule 13D, the Reporting
Persons had requested (by letter dated April 12, 1996)
that the Company call a special meeting of
shareholders in lieu of the annual meeting. In
addition, David J. Smith, by letter dated April 15,
1996, had requested that the Company make available
its stockholder list for inspection and copying. By
letters dated April 25, 1996, the Company denied both
the request for meeting and the request to inspect the
shareholders list on the basis that the Reporting
Persons were not "stockholders of record" and
therefore have no standing to demand a meeting or to
inspect the stockholders list. The Reporting Persons
are beneficial owners of the Shares, but the Shares are
held of record by Reporting Persons' respective
broker/dealers. As described below, due to the
Company's refusal to honor the Reporting Person's
rightful demand for meeting and request to inspect the
stockholder list, the Reporting Persons made a
subsequent demand through the record holder of the
Shares, Cede & Co.
The demand was made by Cede & Co., the record
holder of the Shares, upon the instruction and request
of the Reporting Persons by letter dated May 31, 1996.
The demand requests that a meeting be called (i) for
the purpose of electing a Board of Directors to serve
until the next annual meeting or until their earlier
resignation, removal or death and (ii) to conduct such
other business as may be properly presented to the
meeting. The demand requests that the meeting be
held on July 17, 1996 at 1 Imeson Park Blvd, Bldg.
100, Jacksonville, Florida and that a record date of
June 7, 1996 be established with respect to such
meeting. Attached hereto as Exhibit 5 is the text of
the letters pursuant to which the demand for meeting
was made.
Section 2.2 of the Company's bylaws provides that
annual meetings of shareholders shall be held within
120 days following the close of the Company's fiscal
year. The last annual meeting was held on May 31,
1995 and no annual meeting of shareholders has been
called or held since the end of the Company's fiscal
year ended June 30, 1995. Accordingly, the Company
is not in compliance with Section 2.2 of its bylaws
concerning annual meetings. Therefore, in accordance
with Section 2.4 of the Company's bylaws and Section
211 of the Delaware General Corporation Law, the
Reporting Persons demanded that the Company call a
Special Meeting of shareholders in Lieu of the Annual
Meeting.
The Reporting Persons intend to seek to elect their
own nominees as directors of the Company at such
meeting and intend to solicit proxies for that purpose.
Reporting Persons reserve the right to take such other
actions as they deem appropriate.
II. Legal Proceeding.
On April 17, 1996, the Company filed a complaint (the
"Complaint") against David J. Smith (one of the
Reporting Persons) and John Does 1 through 10 in the
United States District Court for the Middle District of
Florida (Case No. 96-764-CIV-T-23E). The Complaint
alleges that Mr. Smith, together with the other
Reporting Persons and certain unnamed individuals,
have acquired in excess of 15% of the outstanding
shares of the Company's common stock. The
Complaint seeks (i) a declaratory judgment that the
actions of Mr. Smith and the other named and
unnamed individuals constitutes a "Triggering Event"
under the Company's Shareholder Rights Plan ("Rights
Plan"); and (ii) an order restraining the defendants
from voting any of their shares of the Company
common stock. The Complaint also alleges violations
of Section 13(d) and Rule 13d-1 of the Securities
Exchange Act of 1934, as amended ("Section 13D").
The Reporting Persons vigorously dispute both the
accuracy of the factual allegations made in the
Complaint and the legal conclusions drawn therefrom.
The Reporting Persons believe that the Complaint is
an illegitimate effort to trigger the "poison pill'
provisions of the Rights Plan in an attempt to thwart
the Reporting Persons' efforts to elect new members
to the Board of Directors. On May 21, 1996, Mr.
Smith, through counsel, filed his answer to the
Complaint (the "Answer"). The Answer (i) generally
denies that a "Triggering Event" has occurred under
the Rights Plan, (ii) denies that Smith or any of the
other Reporting Persons are members of a group
other than that Group comprised only of the
Reporting Persons, (iii) asserts that the Rights Plan is
unenforceable, and (iv) denies that any violation of
Section 13D by the Reporting Persons has occurred.
Additionally, the Answer asserts various affirmative
defenses to the claims of the Company, including (i)
that the Rights Plan constitutes an illegal attempt to
deprive defendants and the Reporting Persons of their
property rights in the Shares, (ii) that the Company, in
bringing the action, is guilty of "unclean hands", and
(iii) that it would be inequitable to enforce the Rights
Plan.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended to add the following:
(a) As of the close of business on May 31, 1996, the
Reporting Persons may be deemed to beneficially
own in the aggregate 641,272 Shares, representing
approximately 13.75% 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 March 31, 1996). The Reporting
Persons have direct beneficial ownership of the
Shares as follows:
SHAREHOLDER # OF SHARES APPROX. % OUTSTANDING
SHARES
David J. Smith 180,000 3.86%
Jonathan E. Humphreys 76,000 1.63%
Kyle K. Krueger 20,000 .43%
J. Steven Emerson 184,000 3.94%
Apollo Capital Management
Group, L.P. 172,000 3.70%
SEAF, Ltd. 7,272 .15%
MCM Partners 2,000 .04%
J. Steven Emerson, by virtue of his role as a general
partner of SEAF, Ltd., a California limited
partnership, may be deemed to beneficially own an
additional 7,272 Shares which SEAF owns. Jonathan
E. Humphreys, by virtue of his role as a general
partner of MCM Partners, may be deemed to
beneficially own an additional 2000 Shares which
MCM owns. Kyle K. Krueger, by virtue of his role as
a shareholder of Apollo Capital Corp., a Delaware
corporation ("Capital") (the managing partner of
Apollo), may be deemed to beneficially own the
172,000 shares owned directly by Apollo. Emerson,
Krueger, Capital and Humphreys disclaim beneficial
ownership of such Shares for all other purposes.
Item 5(c) is hereby amended to add the following:
Item 5(c) sets forth certain additional transactions with
respect to the Issuer's Shares effected by the
Reporting Persons identified below. Each transaction
set forth below reflects a purchase or sale effected by
means of an over-the-counter trade.
IDENTITY TRADE DATE # OF SHARES PRICE PER SHARE
SEAF LTD 2/23/96 7,272 $2.0959
J. Steven Emerson* 3/1/96 10,000 $1.9700
MCM PARTNERS 2/29/96 2,000 $2.0000
* The foregoing transactions were inadvertently
omitted from the Reporting Persons' original filing on
Schedule 13D.
Item 7. Material To Be Filed As Exhibits.
Item 7 is hereby amended to add the following:
Exhibit 5 Forms of Demand by Cede & Co., as record holder of the Shares,
for a Special Meeting in Lieu of the Annual Meeting of Shareholders of
Excal Enterprises, Inc.
<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: 6/07/96 Signature: /s/David J. Smith
David J. Smith
Date: 6/07/96 Signature: /s/ Jonathan E. umphreys
Jonathan E. Humphreys
Date: 6/07/96 Signature: /s/Kyle K. Krueger
Kyle K. Krueger
Date: 6/07/96 Signature: /s/J. Steven Emerson
J. Steven Emerson
Date: 6/07/96 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: 6/07/96 Apollo Capital Corp.,
a Delaware corporation
By:/s/Kyle K. Krueger
Kyle K. Krueger
Date: 6/07/96 SEAF, Ltd.,
a California limited partnership
By: /s/ J. Steven Emerson
J. Steven Emerson,
Its General Partner
Date: 6/7/96 MCM Partners
By:/s/ Jonathan E. Humphreys
Jonathan E. Humphreys
<PAGE>
EXHIBIT 5
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
May 31, 1996
Corporate Secretary
Excal Enterprises, Inc.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
RE: Demand for Shareholders Meeting
Excal Enterprises, Inc.
Cusip # 300902103
Gentlemen:
The undersigned, Cede & Co., does hereby represent
that it is the record holder of the indicated number of
shares of common stock, par value $.004 per share
("Common Stock") of Excal Enterprises, Inc. (the
"Company") listed next to its signature line below.
This Demand for a Special Meeting in Lieu of the
Annual Meeting of Shareholders should be read in
conjunction with one or more similar demands, which
the undersigned understands are being delivered by
other holders of Common Stock whose holdings
together with the number of shares of Common Stock
specified below, constitute in excess of ten percent
(10%) of the outstanding shares of Common Stock of
the Company.
Cede & Co. is the nominee of The Depository Trust
Company ("DTC") and is a holder of record of shares
of Common Stock of the Company. DTC is informed
by its Participant, Burke, Christensen & Lewis
Securities, Inc. ("Participant"), that on the date hereof
the number of such shares (the "Shares") of Common
Stock specified below are credited to Participant's
DTC account, and are owned beneficially by Kyle K.
Krueger, a customer of Participant ("Customer").
Cede & Co., at the request of Participant and as
holder of record of the Shares, pursuant to Sections
2.3 and 2.4 of the Bylaws of the Company, hereby
demands that the Company call a Special Meeting in
Lieu of the Annual Meeting of Shareholders for the
following purposes:
1. To elect a Board of Directors to serve until the
next annual meeting or until their earliest removal,
resignation or death; and
2. To conduct said other business as may be
properly presented to the meeting or any adjournment
thereof.
Cede & Co., at the request of Participant and as
holder of record of the Shares, also demands that such
meeting be held on July 17, 1996 at 1 Imeson Park
Blvd., Bldg. 100, Jacksonville, Florida and that a
record date of June 7, 1996 be established with respect
to such meeting, in order to permit Customer and/or
its agents to solicit proxies in connection with such
meeting.
While Cede & Co. is furnishing this demand as the
shareholder of record of the Shares, it does so only at
the request of Participant and only as a nominal party
for the true party in interest, the Customer. Cede &
Co. has no interest in this matter other than to ensure
that the Customer is not denied its rights as the
beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Further correspondence on this matter should be
directed to Steven C. Koegler or Phillip I. Dillingham
at 10151 Deerwood Park Blvd., Bldg. 100, Suite 200,
Jacksonville, Florida 32256, (904) 998-9800.
Very truly yours,
Cede & Co.
By:___________________________ Number of Shares: 20,000
Date: _________________________
On behalf of Burke, Christensen & Lewis
Securities, Inc.
<PAGE>
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
May 31, 1996
Corporate Secretary
Excal Enterprises, Inc.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
RE: Demand for Shareholders Meeting
Excal Enterprises, Inc.
Cusip # 300902103
Gentlemen:
The undersigned, Cede & Co., does hereby represent
that it is the record holder of the indicated number of
shares of common stock, par value $.004 per share
("Common Stock") of Excal Enterprises, Inc. (the
"Company") listed next to its signature line below.
This Demand for a Special Meeting in Lieu of the
Annual Meeting of Shareholders should be read in
conjunction with one or more similar demands, which
the undersigned understands are being delivered by
other holders of Common Stock whose holdings
together with the number of shares of Common Stock
specified below, constitute in excess of ten percent
(10%) of the outstanding shares of Common Stock of
the Company.
Cede & Co. is the nominee of The Depository Trust
Company ("DTC") and is a holder of record of shares
of Common Stock of the Company. DTC is informed
by its Participant, Bear Stearns Securities Corp.
("Participant"), that on the date hereof the number of
such shares (the "Shares") of Common Stock specified
below are credited to Participant's DTC account and
are owned beneficially by J. Steven Emerson
("Customer").
Cede & Co., at the request of Participant and as
holder of record of the Shares, pursuant to Sections
2.3 and 2.4 of the Bylaws of the Company, hereby
demands that the Company call a Special Meeting in
Lieu of the Annual Meeting of Shareholders for the
following purposes:
1. To elect a Board of Directors to serve until the
next annual meeting or until their earliest removal,
resignation or death; and
2. To conduct said other business as may be
properly presented to the meeting or any adjournment
thereof.
Cede & Co., at the request of Participant and as
holder of record of the Shares, also demands that such
meeting be held on July 17, 1996 at 1 Imeson Park
Blvd., Bldg. 100, Jacksonville, Florida and that a
record date of June 7, 1996 be established with respect
to such meeting, in order to permit Customer and/or
its agents to solicit proxies in connection with such
meeting.
While Cede & Co. is furnishing this demand as the
shareholder of record of the Shares, it does so only at
the request of Participant and only as a nominal party
for the true party in interest, the Customer. Cede &
Co. has no interest in this matter other than to ensure
that the Customer is not denied its rights as the
beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Further correspondence on this matter should be
directed to Steven C. Koegler or Phillip I. Dillingham
at 10151 Deerwood Park Blvd., Bldg. 100, Suite 200,
Jacksonville, Florida 32256, (904) 998-9800.
Very truly yours,
Cede & Co.
By:___________________________ Number of Shares: 184,000
Date: _________________________
On behalf of Bear Stearns Securities Corp.
<PAGE>
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
May 31, 1996
Corporate Secretary
Excal Enterprises, Inc.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
RE: Demand for Shareholders Meeting
Excal Enterprises, Inc.
Cusip # 300902103
Gentlemen:
The undersigned, Cede & Co., does hereby represent
that it is the record holder of the indicated number of
shares of common stock, par value $.004 per share
("Common Stock") of Excal Enterprises, Inc. (the
"Company") listed next to its signature line below.
This Demand for a Special Meeting in Lieu of the
Annual Meeting of Shareholders should be read in
conjunction with one or more similar demands, which
the undersigned understands are being delivered by
other holders of Common Stock whose holdings
together with the number of shares of Common Stock
specified below, constitute in excess of ten percent
(10%) of the outstanding shares of Common Stock of
the Company.
Cede & Co. is the nominee of The Depository Trust
Company ("DTC") and is a holder of record of shares
of Common Stock of the Company. DTC is informed
by its Participant, National Securities Clearing
Corporation ("Participant"), that on the date hereof
the number of such shares (the "Shares") of Common
Stock specified below are credited to Participant's
DTC account maintained on behalf of Crowell,
Weedon & Co.
Cede & Co., at the request of Participant and as
holder of record of the Shares, pursuant to Sections
2.3 and 2.4 of the Bylaws of the Company, hereby
demands that the Company call a Special Meeting in
Lieu of the Annual Meeting of Shareholders for the
following purposes:
1. To elect a Board of Directors to serve until the
next annual meeting or until their earliest removal,
resignation or death; and
2. To conduct such other business as may be
properly presented to the meeting or any adjournment
thereof.
Cede & Co., at the request of Participant and as
holder of record of the Shares, also demands that such
meeting be held on July 17, 1996 at 1 Imeson Park
Blvd., Bldg. 100, Jacksonville, Florida and that a
record date of June 7, 1996 be established with respect
to such meeting, in order to permit the true party in
interest as the beneficial owner of the Shares to solicit
proxies in connection with such meeting.
While Cede & Co. is furnishing this demand as the
shareholder of record of the Shares, it does so only at
the request of Participant and only as a nominal party
for the true party in interest, the Customer. Cede &
Co. has no interest in this matter other than to ensure
that the Customer is not denied its rights as the
beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Further correspondence on this matter should be
directed to Steven C. Koegler or Phillip I. Dillingham
at 10151 Deerwood Park Blvd., Bldg. 100, Suite 200,
Jacksonville, Florida 32256, (904) 998-9800.
Very truly yours,
Cede & Co.
By:___________________________ Number of Shares: 76,000
Date: _________________________
On behalf of National Securities Clearing Corporation.
<PAGE>
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
May 31, 1996
Corporate Secretary
Excal Enterprises, Inc.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
RE: Demand for Shareholders Meeting
Excal Enterprises, Inc.
Cusip # 300902103
Gentlemen:
The undersigned, Cede & Co., does hereby represent
that it is the record holder of the indicated number of
shares of common stock, par value $.004 per share
("Common Stock") of Excal Enterprises, Inc. (the
"Company") listed next to its signature line below.
This Demand for a Special Meeting in Lieu of the
Annual Meeting of Shareholders should be read in
conjunction with one or more similar demands, which
the undersigned understands are being delivered by
other holders of Common Stock whose holdings
together with the number of shares of Common Stock
specified below, constitute in excess of ten percent
(10%) of the outstanding shares of Common Stock of
the Company.
Cede & Co. is the nominee of The Depository Trust
Company ("DTC") and is a holder of record of shares
of Common Stock of the Company. DTC is informed
by its Participant, Montgomery Securities
("Participant"), that on the date hereof the number of
such shares (the "Shares") of Common Stock specified
below are credited to Participant's DTC account which
are owned beneficially by Apollo Capital Management
Group, L.P., a customer of Participant ("Customer").
Cede & Co., at the request of Participant and as
holder of record of the Shares, pursuant to Sections
2.3 and 2.4 of the Bylaws of the Company, hereby
demands that the Company call a Special Meeting in
Lieu of the Annual Meeting of Shareholders for the
following purposes:
1. To elect a Board of Directors to serve until the
next annual meeting or until their earliest removal,
resignation or death; and
2. To conduct said other business as may be
properly presented to the meeting or any adjournment
thereof.
Cede & Co., at the request of Participant and as
holder of record of the Shares, also demands that such
meeting be held on July 17, 1996 at 1 Imeson Park
Blvd., Bldg. 100, Jacksonville, Florida and that a
record date of June 7, 1996 be established with respect
to such meeting, in order to permit Customer and/or
its agents to solicit proxies in connection with such
meeting.
While Cede & Co. is furnishing this demand as the
shareholder of record of the Shares, it does so only at
the request of Participant and only as a nominal party
for the true party in interest, the Customer. Cede &
Co. has no interest in this matter other than to ensure
that the Customer is not denied its rights as the
beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Further correspondence on this matter should be
directed to Steven C. Koegler or Phillip I. Dillingham
at 10151 Deerwood Park Blvd., Bldg. 100, Suite 200,
Jacksonville, Florida 32256, Monday through Friday
(904) 998-9800.
Very truly yours,
Cede & Co.
By:___________________________ Number of Shares: 172,000
Date: _________________________
On behalf of Montgomery Securities
<PAGE>
Cede & Co.
c/o The Depository Trust Company
7 Hanover Square
New York, New York 10004
May 31, 1996
Corporate Secretary
Excal Enterprises, Inc.
100 N. Tampa Street
Suite 3575
Tampa, Florida 33602
RE: Demand for Shareholders Meeting
Excal Enterprises, Inc.
Cusip # 300902103
Gentlemen:
The undersigned, Cede & Co., does hereby represent
that it is the record holder of the indicated number of
shares of common stock, par value $.004 per share
("Common Stock") of Excal Enterprises, Inc. (the
"Company") listed next to its signature line below.
This Demand for a Special Meeting in Lieu of the
Annual Meeting of Shareholders should be read in
conjunction with one or more similar demands, which
the undersigned understands are being delivered by
other holders of Common Stock whose holdings
together with the number of shares of Common Stock
specified below, constitute in excess of ten percent
(10%) of the outstanding shares of Common Stock of
the Company.
Cede & Co. is the nominee of The Depository Trust
Company ("DTC") and is a holder of record of shares
of Common Stock of the Company. DTC is informed
by its Participant, Raymond James & Associates, Inc.
("Participant"), that on the date hereof the number of
such shares (the "Shares") of Common Stock specified
below are credited to Participant's DTC account and
are owned beneficially by David J. Smith, a customer
of Participant ("Customer").
Cede & Co., at the request of Participant and as
holder of record of the Shares, pursuant to Sections
2.3 and 2.4 of the Bylaws of the Company, hereby
demands that the Company call a Special Meeting in
Lieu of the Annual Meeting of Shareholders for the
following purposes:
1. To elect a Board of Directors to serve until the
next annual meeting or until their earliest removal,
resignation or death; and
2. To conduct said other business as may be
properly presented to the meeting or any adjournment
thereof.
Cede & Co., at the request of Participant and as
holder of record of the Shares, also demands that such
meeting be held on July 17, 1996 at 1 Imeson Park
Blvd., Bldg. 100, Jacksonville, Florida and that a
record date of June 7, 1996 be established with respect
to such meeting, in order to permit Customer and/or
its agents to solicit proxies in connection with such
meeting.
While Cede & Co. is furnishing this demand as the
shareholder of record of the Shares, it does so only at
the request of Participant and only as a nominal party
for the true party in interest, the Customer. Cede &
Co. has no interest in this matter other than to ensure
that the Customer is not denied its rights as the
beneficial owner of the Shares, and Cede & Co.
assumes no further responsibility in this matter.
Further correspondence on this matter should be
directed to Steven C. Koegler or Phillip I. Dillingham
at 10151 Deerwood Park Blvd., Bldg. 100, Suite 200,
Jacksonville, Florida 32256, (904) 998-9800.
Very truly yours,
Cede & Co.
By:___________________________ Number of Shares: 105,000
Date: _________________________
On behalf of Raymond James & Associates, Inc.
