SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Excal Enterprises, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of class of securities)
300902103
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
September 12, 1997
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 300902103 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 574,443
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 574,443
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
574,443
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
14.27%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 300902103 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,057
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 6,057
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
6,057
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
.15%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
Page 4 of 8 Pages
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
(the "Statement") relating to the Common Stock, $.001 par value ("Common
Stock"), of Excal Enterprises, Inc., a Delaware corporation (the
"Company")previously filed by Gotham Partners, L.P., a New York limited
partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited
partnership ("Gotham II"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Statement.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported in the Statement.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham
and Gotham II and reported in this Amendment No. 1 was $1,584,941 and $16,660,
respectively. All of the funds required for these purchases were obtained
from the general funds of Gotham and Gotham II, respectively.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 574,443 shares of Common Stock as of the date of this
Amendment, representing an aggregate of approximately 14.27% of the
outstanding Common Stock of the Company. Gotham II owns 6,057 shares of
Common Stock as of the date of this Amendment, representing an aggregate of
approximately .15% of the outstanding Common Stock of the Company. The
percentages used in this paragraph are calculated based upon 4,025,594
outstanding shares of Common Stock of the Company, as of April 30, 1997, as
reported in the Company's Form 10-QSB for the quarter ended March 31, 1997.
None of Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz beneficially own
any Common Stock (other than the Common Stock beneficially owned by Gotham and
Gotham II).
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham and Gotham II during the past 60 days. In
each case, the transactions were effected through open-market purchases.
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Page 5 of 6
Gotham
Date Shares of Common Price per Share
Stock Purchased
9/12/97 137,554 5.25
9/15/97 113,309 5.30
9/15/97 49,480 5.30
Gotham II
Date Shares of Common Price per Share
Stock Purchased
9/12/97 1,446 5.25
9/15/97 1,191 5.30
9/15/97 520 5.30
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in
the securities of the Company during the past sixty days.
<PAGE>
Page 6 of 6 Pages
* * *
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
September 15, 1997
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
