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, $.001 par value per share
(Title of Class of Securities)
300902 10 3
(CUSIP Number)
Alan I. Waserstein
9509 Harding Avenue
Miami Beach, Florida 33154
(305) 865-9811
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 17, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Check the following box if a fee is being paid with this 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. 300902 10 3 Page 2 of 10 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Alan I. Waserstein
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 32,000
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
32,000
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
* Based upon the number of shares of the Issuer's Common Stock reported to be
outstanding in the Issuer's Annual Report on Form 10-KSB for the year ended
June 30, 1996.
<PAGE>
SCHEDULE 13D
CUSIP No. 300902 10 3 Page 3 of 10 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Eli Jacob and Anita Jacob
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER*
NUMBER OF 125,000
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER*
WITH
125,000
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
2.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
* Shares are held in joint name by Mr. and Mrs. Jacob.
** Based upon the number of shares of the Issuer's Common Stock reported to be
outstanding in the Issuer's Annual Report on Form 10-KSB for the year ended
June 30, 1996.
<PAGE>
SCHEDULE 13D
CUSIP No. 300902 10 3 Page 4 of 10 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Daniel Eny
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 125,000
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
125,000
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
2.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
* Based upon the number of shares of the Issuer's Common Stock reported to be
outstanding in the Issuer's Annual Report on Form 10-KSB for the year ended
June 30, 1996.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the shares of Common
Stock, $.001 par value per share (the "Shares"), of Excal Enterprises, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive office is
located at 100 North Tampa Street, Tampa, Florida 33602.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement on Schedule 13D is being filed jointly on
behalf of Alan I. Waserstein, Eli Jacob and Daniel Eny (the "Reporting
Persons").
(b) and (c) The name, address, principal occupation and employer
of each of the Reporting Persons is as follows:
Name and Address Principal Occupation
---------------- --------------------
Alan I. Waserstein Real Estate Investor
9509 Harding Avenue 9509 Harding Avenue
Miami Beach, Florida 33154 Miami Beach, Florida 33154
Eli Jacob Self-Employed Investor
Anita Jacob Homemaker
9 Island Avenue
Tower 6
Miami Beach, Florida 33139
Daniel Eny Self-Employed Investor
9 Island Avenue
Tower 6
Miami Beach, Florida 33139
(d) None of the Reporting Persons was, during the last five, years
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons was, during the last 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.
(f) Alan I. Waserstein is a citizen of the United States of
America. Eli Jacob, Anita Jacob and Daniel Eny are citizens of Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Alan I. Waserstein is the beneficial owner of 32,000 Shares, for
which he paid an aggregate of approximately $69,070. The source and
consideration for such purchases was personal funds.
Eli Jacob and Anita Jacob are the joint beneficial owners of
125,000 Shares, for which he paid an aggregate of approximately $289,536. The
source and consideration for such purchases was personal funds.
-5-
<PAGE>
Daniel Eny is the beneficial owner of 125,000 Shares, for which he
paid an aggregate of approximately $280,846. The source and consideration for
such purchases was personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons have acquired their Shares because they
believe that the Shares are substantially undervalued. Accordingly, and
dependent upon what actions, if any, the Reporting Persons elect to take to
address what they believe is the failure of the Issuer's Board of Directors (the
"Board") to maximize stockholder value, as more fully set forth below, the
Reporting Persons, either acting individually or as a group, may decide to
acquire additional Shares in the open market or otherwise. The Reporting Persons
also reserve the right to dispose of Shares at any time and from time to time in
the open market or otherwise.
The Reporting Persons believe that the Board has failed to take
steps to maximize stockholder value. Moreover, the Reporting Persons believe
that rather than being concerned with acting in the best interests of the
Issuer's stockholders, the Board has been concerned with and acted in its own
self-interest with a view to benefitting themselves and entrenching management.
Examples of such actions by the Board include:
/bullet/ In July 1996, the Reporting Persons, through a corporate
affiliate, offered to purchase the Issuer in a negotiated transaction at
a price which constituted an approximately 60% premium over the market
value of the Shares. The Board responded to the offer by stating that it
had determined that the offer "was not in the best interests of the
stockholders . . .." No disclosure was made to stockholders about receipt
or terms of the offer.
/bullet/ Other groups who have sought to meet with the Board with a view
towards maximizing stockholder value, challenging present management, and
otherwise enforcing their rights as stockholders (E.G., demanding that a
stockholders meeting be held as required), have found the response to
their actions to be the institution of litigation by the Issuer, causing
the Issuer to expend substantial amounts in legal fees and expenses. In
the most recent of these cases, in August 1996, the Issuer ultimately
agreed to repurchase the Smith Group's Shares for an aggregate of
approximately $2,116,000 or $3.30 per share, an approximately 60% premium
over market. In addition, as part of the transaction, the Smith Group was
required to give management a proxy to vote their Shares, the primary
purpose of which, the Reporting Persons believe, was to facilitate
stockholder approval of certain amendments to the Issuer's charter
designed to entrench present management as more fully described in the
following paragraph. Moreover, the Reporting Persons are of the opinion
that the repurchase of the Smith Group's Shares is a waste of corporate
assets and not in the best interests of the Issuer's stockholders.
/bullet/ The Issuer has failed to hold an annual meeting of stockholders
as required by its By-laws. Even following receipt of a demand from Smith
Group to hold a meeting, the Issuer's response thereto of commencing
litigation and the ultimate agreement to repurchase the Smith Group's
Shares, the Issuer has failed to call a stockholder meeting. Rather, the
Issuer has launched a consent solicitation pursuant to which it seeks
(without affording stockholders the opportunity to be heard at a duly
convened meeting) to implement additional anti-takeover defenses,
including a classified Board of Directors and limitations on the ability
of stockholders to remove directors from office and fill vacancies on the
Board. The Reporting Persons believe that the primary purpose of the
Board's action is to further entrench management. Accordingly, the
Reporting Persons will withhold their consent to the proposed corporate
actions and believe that it is in the best interests of the Issuer and
its stockholders for other stockholders to withhold their consent as
well.
/bullet/ The Issuer has entered into employment agreements with its
Chairman of the Board and other members of management, which the
Reporting Persons believe provide for excessive compensation, and the
Issuer has granted below-market stock options to members of management.
-6-
<PAGE>
/bullet/ The Reporting Persons believe, based upon their experience in
the real estate industry, that the level of general and administrative
expenses of the Issuer are extremely high for a company of this nature.
These expenses should typically be approximately 3-5% of gross revenue.
However, as a result of the Board's actions and expenditures including
those set forth above, these expenses are in excess of 20% of gross
revenue. The Reporting Persons believe that, as a result, the Issuer's
profitability and stockholder value have been materially adversely
affected.
The Reporting Persons, either individually or as a group, may
elect to take action to further their objectives with respect to maximizing
stockholder value. Such action may include, but not be limited to, challenging,
alone or with others, certain of the Board's actions by commencing legal
proceedings against the Issuer and/or its directors and officers individually
and making or participating, alone or together with others, in an additional
offer to purchase the Issuer. As of the date of this statement, the Reporting
Persons have not determined to undertake any specific course of action, and they
specifically reserve the right to take the actions described above or any other
action or not to take any action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own an aggregate of 282,000
Shares representing approximately 6.0% of the outstanding Shares (based on the
number of Shares reported to be outstanding in the Issuer's Annual Report on
Form 10-KSB for the year ended June 30, 1996). The Reporting Persons have
beneficial ownership of the Shares as follows:
APPROXIMATE
NAME NUMBER OF SHARES PERCENTAGE OF CLASS
---- ---------------- -------------------
Alan I. Waserstein 32,000 .6
Eli Jacob and Anita Jacob 125,000(1) 2.7
Daniel Eny 125,000 2.7
- ------------
(1) Shares are held jointly by Mr. and Mrs. Jacob.
(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 the Shares which
he beneficially owns.
(c) The following table sets forth all transactions with respect
to the Shares effected during the past 60 days by each of the Reporting Persons
listed in Item 5(a) above. Each transaction set forth below reflects an open
market purchase.
ALAN I. WASERSTEIN
- ------------------
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
5/08/96 5,000 $2.0612
5/08/96 5,000 2.03
5/09/96 5,000 2.0612
5/10/96 2,500 2.03
5/17/96 5,000 2.28
5/17/96 3,000 2.3428
5/17/96 2,000 2.28
5/23/96 2,500 2.25
5/28/96 2,000 2.31
-7-
<PAGE>
ELI JACOB AND ANITA JACOB
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
6/03/96 11,000 $2-1/2
6/04/96 2,500 2-3/4
6/04/96 7,500 2-7/8
6/04/96 2,000 2-5/8
6/04/96 8,000 2-3/4
6/20/96 10,000 2-1/2
7/01/96 2,000 2-1/2
7/08/96 5,000 2-1/2
7/08/96 3,000 2-1/2
7/09/96 12,000 2-1/2
9/10/96 5,000 2-1/8
9/11/96 7,500 2-1/8
9/16/96 10,000 2-1/8
9/17/96 10,000 1-15/16
9/17/96 4,500 1-7/8
9/18/96 2,000 1-7/8
9/18/96 2,000 1.9062
9/18/96 10,000 1-7/8
9/18/96 11,000 2
DANIEL ENY
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
5/31/96 7,000 $2-3/8
5/31/96 5,000 2-5/16
6/04/96 10,000 2-3/4
6/04/96 10,000 2-13/16
7/30/96 2,000 2-3/8
8/01/96 8,000 2-3/8
8/13/96 9,000 2
8/13/96 1,000 1-15/16
8/20/96 3,500 2
8/22/96 6,500 2
8/28/96 10,000 1-7/8
9/06/96 9,000 2-1/8
9/06/96 6,000 2-1/16
9/09/96 5,000 2-1/8
9/11/96 10,000 2-1/8
9/12/96 7,000 2-1/16
9/12/96 3,000 2.0312
9/13/96 10,000 2-1/16
9/17/96 3,000 1-7/8
(d) To the best of the 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
which Reporting Persons may be deemed to beneficially own.
-8-
<PAGE>
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 filing of this statement and any
amendments thereto. See Item 4 with respect to matters on which the Reporting
Persons may act either individually or as a group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement
-9-
<PAGE>
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.
Dated: September 24, 1996 /s/ Alan I. Waserstein
----------------------
Alan I. Waserstein
Dated: September 24, 1996 /s/ Eli Jacob
-------------
Eli Jacob
Dated: September 24, 1996 /s/ Anita Jacob
---------------
Anita Jacob
Dated: September 24, 1996 /s/ Daniel Eny
--------------
Daniel Eny
-10-
<PAGE>
JOINT FILING AGREEMENT
(PURSUANT TO RULE 13D-1(F))
The undersigned hereby agree that the statement on Schedule 13D to
which this agreement is attached is, and any amendment thereto will be, filed
with the U.S. Securities and Exchange Commission on behalf of each of the
undersigned. This agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all together shall constitute one and
the same agreement.
Dated: September 24, 1996 /s/ Alan I. Waserstein
----------------------
Alan I. Waserstein
Dated: September 24, 1996 /s/ Eli Jacob
-------------
Eli Jacob
Dated: September 24, 1996 /s/ Anita Jacob
---------------
Anita Jacob
Dated: September 24, 1996 /s/ Daniel Eny
--------------
Daniel Eny
