SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 3)*
Excal Enterprises, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
300902103
(CUSIP Number)
Jeffrey Eisenberg
Eisenberg Partners L.L.C.
33 West Monroe Street
21st Floor
Chicago, Illinois 60603
(312) 456-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1998
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page.
The information required in 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 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).
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EP Opportunity Fund, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 600,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
600,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 5 Pages)
<PAGE>
This Amendment No. 3 to Schedule 13D relates to shares of Common
Stock, $.001 par value per share (the "Shares"), of Excal Enterprises,
Inc., a Delaware corporation (the "Company"). This Amendment No. 3 amends
and supplements the initial statement on Schedule 13D dated January 7, 1998
and all amendments thereto (collectively, the "Initial Statement") filed by
the Reporting Person (as defined herein). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Initial
Statement. The Initial Statement is amended and supplemented as follows.
Item 4 is hereby amended in its entirety to read as follows:
The Reporting Person originally acquired the Shares for investment
purposes, and the Reporting Person intends to continue to evaluate the
performance of such Shares as an investment in the ordinary course of its
business. The Reporting Person generally pursues an investment objective
that seeks capital appreciation. In pursuing this investment objective, the
Reporting Person analyzes the operations, capital structure and markets of
companies in which it invests, including the Company, on a continuous basis
through analysis of documentation and discussions with knowledgeable
industry and market observers and with representatives of such companies
(often at the invitation of management). As a result of these activities,
the Reporting Person may participate in interviews or hold discussions with
third parties or with management in which the Reporting Person may suggest
or take a position with respect to potential changes in the operations,
management or capital structure of such companies as a means of enhancing
stockholder values. Such suggestions or positions may relate to one or more
of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D form, including, without limitation, such matters as disposing
of one or more businesses, selling the Company or acquiring another company
or business, changing the operating or marketing strategies, adopting, not
adopting, modifying or eliminating certain types of anti-takeover measures,
restructuring the Company's capitalization, and reviewing dividend or
compensation policies.
The Reporting Person acquired the Shares for investment because it
believes that the Shares are undervalued. Recently, the Reporting Person
has been dissatisfied with the Company's performance and is concerned about
the way the Company is being managed. The Reporting Person continues to
believe that it is incumbent upon management of the Company to act in the
best interests of stockholders, and that management should promptly take
steps to maximize stockholder value, including facilitating a sale of the
Company or all or substantially all of the Company's assets or a business
combination or similar transaction involving the Company. The Reporting
Person intends to work with or influence management and the Board of
Directors to represent stockholder interest and take steps to close the
discount to net asset value at which the Shares currently trade. The
Reporting Person intends to explore alternative transactions that it
believes may realize greater value for the current stockholders of the
Company and may participate in arranging and executing such a transaction.
In connection with the foregoing, the Reporting Person may engage in
discussions with and make proposals to management of the Company,
institutional providers of debt, equity capital, and others and may
actively seek offers from real estate investment trusts, financial buyers,
investment bankers or others to purchase the Company or all, or
substantially all, of the assets of the Company, and may retain the
services of third parties in this regard. The Reporting Person intends to
continue to evaluate all of its possible options and reserves the right to
act on any of them, including challenging the Company's management at the
(Page 3 of 5 Pages)
<PAGE>
stockholder level (including by challenging management's proposals and/or
candidates for the board of directors at any stockholder meeting) or
through litigation.
In connection with the foregoing, the Reporting Person may take
actions to influence the Board of Directors with respect to certain
provisions contained in the Company's Amended and Restated Certificate of
Incorporation or Second Amended and Restated Bylaws which the Reporting
Person perceives as making it more difficult for the Company's stockholders
to call meetings, unseat directors or cause the Company to receive or
approve offers to purchase the Company or its assets, or take such other
actions or submit such other proposals as the Reporting Person may deem
necessary or advisable to cause the Company to enter into a business
combination or similar transaction which is fair and in the best interests
of the Company's stockholders. The Reporting Person has made no final
determination in respect of any of such courses of action at the present
time.
The Reporting Person will continue to assess the Company's
business, financial condition, results of operations and prospects, other
developments concerning the Company, the price level and availability of
the Shares, available opportunities to dispose of the Shares, realize
trading profits or minimize trading losses, general economic, financial and
industry conditions, the securities markets and future trading prices in
general and those for the Company's securities in particular, other
developments and other investment opportunities. Depending on such
assessments, the Reporting Person may acquire additional Shares or may
determine to sell or otherwise dispose of all or some of its Shares.
Item 5 is hereby amended as follows:
The percentage ownership represented by the 600,000 shares of
Common Stock held by the Reporting Person has decreased to 13.8% solely as
a result of exercise of options by officers and directors of the Company
since the date of the Initial Statement, as reported in the Form 10-QSB
filed by the Company for the quarter ended September 30, 1998.
(Page 4 of 5 Pages)
<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.
EP Opportunity Fund, L.L.C.
By: Eisenberg Partners, L.L.C., Manager
December 30, 1998 By: /s/ Jeffrey Eisenberg
--------------------------
Jeffrey Eisenberg, Manager
(Page 5 of 5 Pages)
