SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Excal Enterprises, Inc.
----------------------------------------------
(Name of Registrant as Specified in its Charter)
EP Opportunity Fund, L.L.C.
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
FOR IMMEDIATE RELEASE
Contacts: Edward McCarthy Jeffrey Eisenberg
Beacon Hill Partners EP Opportunity Fund, L.L.C.
(212) 843-8500 (312) 456-9500
ISS RECOMMENDS VOTE FOR EP OPPORTUNITY FUND
NOMINEE AND AGAINST EXCAL ENTERPRISES
CHICAGO--August 2, 1999-- Institutional Shareholder Services
("ISS"), the largest independent proxy advisory firm, recommended in a
report issued on July 30, 1999 that shareholders vote in favor of the EP
Opportunity Fund, L.L.C. (the "Fund") nominee, Jeffrey Eisenberg, for the
one board seat up for election at the Annual Meeting of Stockholders of
Excal Enterprises Inc, (Nasdaq: EXCL) and recommended a vote for the Fund's
bylaw proposal to provide that all action to be taken by the Board of
Directors shall be taken by the unanimous vote of all of the Directors then
holding office and requiring the affirmative vote of at least 75% of the
shares to vote at a meeting of stockholders to amend the provision.
In the report, ISS stated, " EP Opportunity Fund's interests, in
our opinion, are clearly aligned with those of other outside shareholders.
In our opinion, shareholders need a dissident and independent voice on the
board who has the ability to support sound business judgements but can also
protect the rights of other outside shareholders via a veto." Reflecting on
EP Opportunity Fund's bylaw proposal ISS wrote, "In light of the company's
poor governance profile, ISS also recommends the proposed bylaw amendment.
Election of Mr. Eisenberg and failure to approve the bylaw amendment would
seriously inhibit his ability to protect the interests of other outside
shareholders."
Jeffrey Eisenberg said that the Fund was extremely pleased with
the ISS recommendation and stated, "With the ISS recommendation the call
for change at the company is getting louder and louder. Hopefully this will
send a clear-cut message to the board of directors that change is needed
now. As I have stated previously, I believe that management's strategic
plan is ill conceived and will result in the withering away of shareholder
value over time."
The Fund urges shareholders to support its nominee, Jeffrey
Eisenberg, and to support its proposal on August 5. Shareholders who have
questions should contact Jeffrey Eisenberg at 312- 456-9500.
EP Opportunity Fund was established, and is managed, by Eisenberg
Partners, L.L.C., of which Jeffrey Eisenberg serves as the manager. The
Fund primarily invests in publicly traded companies which appear to offer
significant appreciation.
# # # # # #
