SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] 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)
----------------------------------------------------------
(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):
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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:
NOTICE AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 28, 1999
June 28, 1999
Dear Excal Shareholder:
PLEASE TAKE NOTICE that the annual meeting of shareholders of
Excal Enterprises, Inc. will be held on Thursday, August 5, 1999, at
1:30 p.m., local time, at the University Club located on the 38th
floor of One Tampa City Center, Tampa, Florida.
The meeting will be held for the following purposes:
1. To elect one Class I Director to serve for a three-year term
expiring at the annual meeting of shareholders to be held in
2002 and until his successor is elected and qualified.
2. To ratify the selection of Pender Newkirk & Company as
independent auditors for the current fiscal year ending March
31, 2000.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The shareholders of record at the close of business on June 22,
1999 will be entitled to vote at the annual meeting.
It is hoped you will be able to attend the meeting, but in any
event we would appreciate your dating, signing and returning the
enclosed proxy as promptly as possible. If you are present at the
meeting, you may revoke your proxy and vote in person.
Sincerely,
W. Carey Webb
President and Chief Executive Officer
EXCAL ENTERPRISES, INC.
100 North Tampa Street, Suite 3575
Tampa, Florida 33602
PROXY STATEMENT
This Proxy Statement and the enclosed form of proxy are being
sent to stockholders of Excal Enterprises, Inc. (the "Company") on or
about June 28, 1999 in connection with the solicitation of proxies by
the Company's Board of Directors to be used at the Annual Meeting of
Shareholders of the Company. The meeting will be held on August 5,
1999, at 1:30 p.m., local time, at the University Club located on the
38th floor of One Tampa City Center, Tampa, Florida.
The Board of Directors has designated W. Carey Webb and Timothy
R. Barnes, and each or either of them, with full power of
substitution, as proxies to vote the shares of common stock solicited
on its behalf. The form of proxy is in ballot form so that a
specification may be made to indicate approval or disapproval of, or
to abstain with respect to, each of the proposals. All shares
represented by proxies will be voted in accordance with the
specifications marked thereon or, if no specifications are made, will
be voted "for" each of the proposals. Any stockholder giving a proxy
may revoke the same at any time by (i) giving written notice of
revocation to the Secretary of the Company, (ii) by submitting a later
dated proxy with a different vote; or (iii) by attending the meeting
and voting in person. The shares represented by the proxy will be
voted unless the proxy is mutilated or otherwise received in such form
or at such time as to render it not votable.
VOTING SECURITIES
The record of stockholders entitled to vote was taken at the
close of business on June 22, 1999 (the "Record Date"). At such date,
the Company had outstanding and entitled to vote 4,256,240 shares of
Common Stock, $0.001 par value (the "Common Stock"). Each share of
Common Stock entitles the holder to one vote. Holders of a majority
of the votes must be present in person or represented by proxy to
constitute a quorum at the annual meeting.
The following table sets forth information, to the best of the
Company's knowledge, relating to the beneficial ownership of Common
Stock as of the Record Date of each person known to the Company to be
the beneficial owner of more than five percent (5%) of the Common
Stock, for each director and each executive officer of the Company
named in the Summary Compensation Table elsewhere in this Proxy
Statement and for all directors and executive officers as a group.
Except as otherwise indicated, the persons shown exercise sole voting
and investment power over the shares. Where indicated in footnotes to
the table, share ownership includes shares subject to options or
warrants that are presently exercisable or will become exercisable
within 60 days of the date of this Proxy Statement.
Shares of Common Stock Percentage
Name of Beneficial Owner Beneficially Owned of Class
R. Park Newton, III<1> 1,493,812<2> 32.2%
EP Opportunity Fund, LLC<3> 600,000 14.1%
Gotham Partners, L.P.<4> 580,500 13.6%
W. Carey Webb 250,000<5> 5.8%
W. Aris Newton 127,700<6> 3.0%
John L. Caskey 84,700<7> 2.0%
Timothy R. Barnes 75,000<8> 1.8%
All directors and executive
officers as a group (5 persons) 2,031,212<9> 42.5%
<1> The business address of Mr. Newton is 100 North Tampa Street,
Suite 3575, Tampa, Florida 33602.
<2> Includes (1) 650,472 shares owned jointly by Mr. Newton and his
wife over which Mr. Newton holds shared voting and investment power,
(2) 200 shares owned directly, (3) 1,000 shares owned directly by his
wife, as to which Mr. Newton disclaims any beneficial ownership, (4)
452,500 shares held in a limited partnership for the benefit of
certain members of Mr. Newton's family, over which Mr. Newton and his
wife have shared voting and investment power, and (5) 389,640 shares
subject to warrants and options.
<3> EP Opportunity Fund, LLC ("EPOF"), a Delaware limited liability
company, has sole power to vote and to dispose of the common stock.
Eisenberg Partners, LLC, a Delaware limited liability company
("Eisenberg Partners"), is the sole manager of EPOF. Jeffrey
Eisenberg is a US citizen whose principal occupation is managing the
affairs of Eisenberg Partners and through such entity the affairs of
EPOF. The business address of EPOF, Eisenberg Partners and Mr.
Eisenberg is 33 West Monroe Street, 21st Floor, Chicago, Illinois
60603.
<4> Gotham Partners, LP ("Gotham") and Gotham Partners III, LP
("Gotham III"), New York limited partnerships, have the voting and
dispositive power over 573,815 and 6,685 shares, respectively.
Section H Partners, a New York limited partnership, is the sole
general partner of Gotham and Gotham III. Karenina Corporation, LP, a
New York corporation wholly owned by Mr. William A. Ackerman, and DPB
Corp., a New York corporation wholly owned by Mr. David P. Berkowitz,
are the sole general partners of Section H Partners, LP. The business
address of Gotham, Gotham III, Section H Partners, LP, Karenina
Corporation, DPB Corp., Mr. Ackerman and Mr. Berkowitz is 110 East
42nd Street, 18th Floor, New York, New York 10017.
<5> Includes options to purchase 78,837 shares.
<6> Includes options to purchase 19,736 shares.
<7> Includes options to purchase 12,448 shares.
<8> Includes options to purchase 21,712 shares.
<9> Consists of the shares listed in the table that are deemed to be
beneficially owned by Messrs. R. Park Newton, III, Webb, Caskey, W.
Aris Newton and Barnes.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16 of the Securities Exchange Act of 1934,
officers, directors and beneficial owners of more than 10% of
Company's Common Stock are required to file reports with the
Securities and Exchange Commission on Forms 3, 4 and 5 with respect to
their ownership of Common Stock and acquisitions and dispositions
thereof. Based on a review of Forms 3, 4 and 5 submitted to the
Company during the fiscal year ended March 31, 1999, none of the
Company's officers, directors, or beneficial owners of more than 10%
of the Company's Common Stock were delinquent in their Section 16
filings.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended, divides
the Board of Directors into three classes. At the meeting, one Class
I director will be elected to serve for a term of three years and
until his successor is elected and qualified. The Board of Directors
has nominated Mr. John L. Caskey, the current Class I director, to
stand for reelection at the meeting. Directors will be elected by a
plurality of votes cast by shares entitled to vote at the meeting.
The accompanying proxy will be voted, if authority to do so is not
withheld, for the election as a director of John L. Caskey. Mr.
Caskey is presently available for election and is a member of the
Board. If Mr. Caskey should become unavailable, which is not now
anticipated, the persons voting the accompanying proxy may in their
discretion vote for a substitute.
Information concerning each of the Company's directors, including
the Class I director standing for reelection, and executive officers
is set forth below. R. Park Newton, III and W. Aris Newton are
brothers.
R. Park Newton, III, Chairman of the Board of Directors (age 55):
Mr. Newton has been a Director of the Company since July 1986 and
serves as a member of the Board's compensation committee. Mr. Newton
served as President and Chief Executive Officer of the Company from
its inception until August 15, 1994, when he resigned those positions
and became Chairman of the Company's Board of Directors. Mr. Newton
served as the Company's Secretary and Treasurer from February 1995
until September 1995 when Mr. Newton resigned from all officer
positions of the Company and its subsidiaries. Mr. Newton has been
engaged in various private business ventures during the past five
years that have included, among other things, investments in real
estate. Mr. Newton attended Clemson University.
W. Aris Newton, Director and Vice President of the Company and
President of Jacksonville Holdings, Inc. (age 46): Mr. Newton has been
a Director of the Company since January 1992, a Vice President of the
Company since April 1993, and has served as an employee in
manufacturing, sales and management related capacities since 1988.
Mr. Newton is a member of the Board's audit committee. Mr. Newton
attended Clemson University.
John L. Caskey, Director (age 53): Mr. Caskey has been a Director
of the Company since March 1993. Mr. Caskey is a member of the
Board's audit and compensation committees. Mr. Caskey has served
since June 1985 as President and CEO of Casco, Inc., an investment
company that handles investments in mortgages, real estate, joint
ventures and emerging companies. Mr. Caskey owned and operated
Admiral Air from 1996 through 1998, a company providing pneumatic tool
repair. Mr. Caskey also served as President of All American Security,
Inc. from July 1991 until November 1995 when it was sold. All
American Security, Inc. provided home security for fire, health and
theft through the use of monitoring and detection devices. Mr. Caskey
received a bachelor's degree from the University of South Florida.
W. Carey Webb, President and Chief Executive Officer of the
Company (age 54): Mr. Webb was appointed President and Chief Executive
Officer of the Company on August 15, 1994. Mr. Webb was an
independent economic consultant to the Company pursuant to an
Agreement for Consulting Services dated December 16, 1992 with respect
to matters associated with the Confidential Settlement Agreement
entered into with Sears. Prior to his employment by the Company in
August 1994, Mr. Webb served as General Manager to TAW, Inc., a
supplier of electrical components. Mr. Webb served as an independent
economic and management consultant to various enterprises from 1991 to
1993 and, prior thereto, served as Executive Vice-President of
Precision Enterprises, Inc., an entity that owns various automobile
dealerships. Previously, Mr. Webb spent approximately 17 years at
Linder Industrial Machinery, Inc. in various management capacities.
Mr. Webb received a bachelor's degree from Georgia Institute of
Technology and a Masters of Business Administration from Emory
University.
Timothy R. Barnes, Vice President, Secretary, Treasurer and Chief
Financial Officer (age 41): Mr. Barnes joined the Company on August 7,
1995 as Vice President and Chief Financial Officer. He was appointed
Secretary/Treasurer on September 27, 1995. Prior to joining the
Company, Mr. Barnes served as Senior Vice President, Secretary,
Treasurer and Chief Financial Officer of Medcross, Inc., a publicly-
held company providing outpatient health care services. He is a
certified public accountant and holds a Bachelor of Arts degree in
Business Administration (Accounting) and a Masters of Business
Administration, both from the University of South Florida.
Board of Directors and Board Committees. The Board of Directors
held no formal meetings, but executed several written actions by
unanimous consent after informal discussion during the fiscal year
ended March 31, 1999. The Board of Directors has established two
standing committees: an audit committee and a compensation committee.
The Board does not have a nominating committee.
Audit Committee. The audit committee is comprised of John L.
Caskey and W. Aris Newton. The principal responsibilities of the
audit committee are reviewing the Company's internal controls and the
objectivity of its financial reporting, making recommendations
regarding the engagement of the Company's independent auditors and
reviewing the annual audit with the auditors. The audit committee did
not hold any meetings independent of discussions of the full board of
directors during fiscal 1999.
Compensation Committee. The compensation committee is comprised
of R. Park Newton, III and John L. Caskey. The compensation committee
is responsible for approving compensation arrangements for senior
management. During fiscal 1999, the compensation committee did not
hold any meetings independent of discussions of the full board of
directors.
Compensation of Directors. The directors of the Company each
receive a $1,000 monthly allowance for serving as a board member. No
additional compensation is paid for serving on the audit and
compensation committees or attendance at committee meetings. Each
director was paid $9,000 for services rendered as a director to Excal
Enterprises during the nine-month fiscal year ended March 31, 1999.
While directors are entitled to reimbursement for reasonable travel
expenses incurred in attending such meetings, no reimbursements were
requested during fiscal 1999.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued
by the Company to its Chief Executive, its Chairman of the Board, and
its Chief Financial Officer (the "named executives") for services
rendered during the nine-month fiscal year ended March 31, 1999 and
the fiscal years ended June 30, 1998 and June 30, 1997. No other
executive officers had total salary and bonus that exceeded $100,000
during the nine-month fiscal year ended March 31, 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------------------- ---------------------- ----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying All Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary<F1> Bonus<F1> sation Award(s) SARs (#) Payouts sation
- ------------------------------ ----- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Carey Webb 1999 $154,080 $75,000 <F*> $0 78,837 $0 $12,682<F2>
President and Chief 1998 205,440 62,500 <F*> 0 0 0 13,933<F2>
Executive Officer 1997 198,720 50,000 <F*> 0 0 0 2,539<F2>
R. Park Newton, III 1999 144,450 75,000 <F*> 0 589,640<F5> 0 19,598<F3>
Chairman of the Board 1998 192,600 62,500 <F*> 0 0 0 22,346<F3>
1997 186,300 100,000 <F*> 0 0 0 7,413<F3>
Timothy R. Barnes 1999 64,200 37,500 <F*> 0 21,712 0 1,726<F4>
Vice President, Secretary 1998 85,600 31,250 <F*> 0 0 0 1,753<F4>
Treasurer and 1997 82,800 25,000 <F*> 0 0 0 442<F4>
Chief Financial Officer
<FN>
<F*>
Less than 10% of salary and bonus.
<F1>
Amounts shown include cash and non-cash compensation earned and
received by executive officers as well as amounts earned but
deferred at the election of those officers. Amounts shown for
fiscal 1999, which consisted of nine months, have not been
annualized.
<F2>
Represents the cost of life insurance in excess of $50,000 each
year, $9,000 for serving on the board of Jacksonville Holdings in
1999 and 1998 and 401(k) contributions of $1,986, $2,679 and $707
in 1999, 1998 and 1997, respectively.
<F3>
Represents compensation for serving on the Board of Directors of
Excal Enterprises and Jacksonville Holdings and 401(k)
contributions of $1,598, $2,346 and $1,413 in 1999, 1998 and 1997,
respectively.
<F4>
Represents 401(k) contributions.
<F5>
Includes options to acquire 300,000 shares at $1.00 per share that
were awarded in 1994 but were not issued until January 1999 because
of a requirement that the Board of Directors take certain actions
prior to issuing such options.
</FN>
</TABLE>
Options. The following table sets forth certain information with
respect to options granted during the fiscal year ended March 31, 1999
to the named executives.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
<CAPTION>
Number of
Securities Percent of Total
Underlying Options/SARs Granted Exercise or
Options/SARs to Employees in Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date
- ------------------------- ------------ ---------------------- ----------- ----------
<S> <C> <C> <C> <C>
W. Carey Webb 78,837 10.9% $4.875 8/14/04
R. Park Newton, III 106,285 14.7% 4.875 6/9/04
R. Park Newton, III 300,000<F1> 41.5%<F1> 1.000<F1> 1/25/09
R. Park Newton, III 183,355 25.5% 2.938 1/25/09
Timothy R. Barnes 21,712 3.0% 4.875 8/6/05
<FN>
<F1>
Includes options to acquire 300,000 shares at $1.00 per share that
were awarded in 1994 but were not issued until January 1999 because
of a requirement that the Board of Directors take certain actions
prior to issuing such options. The closing bid price of the
Company's Common Stock was $0.75 and $2.9375 on the date of the
option award and issuance, respectively.
</FN>
</TABLE>
The following table sets forth certain information with respect
to options exercised during fiscal 1999 by the named executives and
with respect to unexercised options held by each such person at the
end of fiscal 1999.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
<CAPTION>
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options/SARs at FY-End(#) Options/SARs at FY-End ($)<F1>
Shares Acquired Value ------------------------------ ------------------------------
Name on Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- --------------- --------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Carey Webb 250,000 $282,500 78,837 0 $0 $0
R. Park Newton, III 500,000 $500,000 183,355 0 11,460 0
W. Aris Newton 70,000 $106,875 19,736 0 0 0
Timothy R. Barnes 75,000 $107,775 21,712 0 0 0
<FN>
<F1>
Based on closing bid price of the Company's Common Stock of $3.00
at March 31, 1999.
Employment Contracts and Termination of Employment and Change-in-
control Arrangements. The Company has an employment agreement with R.
Park Newton, III, the Company's Chairman of the Board and a director,
that extends through March 8, 2004. Mr. Newton's current base salary
is $192,600 per year subject to review annually or more frequently, if
appropriate, by the Board of Directors or the Board's compensation
committee. The employment agreement also provides for a company
provided automobile, comprehensive medical coverage and other fringe
benefits.
The Company has an employment agreement with W. Carey Webb, its
President and Chief Executive Officer, that extends through August 15,
2004. Mr. Webb's current base salary is $205,440 per year subject to
review annually or more frequently, if appropriate, by the Board of
Directors or the Board's compensation committee. The employment
agreement also provides for a performance/incentive bonus to be paid
to Mr. Webb as determined by the Board of Directors or its
compensation committee. Mr. Webb's employment agreement also
obligates the Company to reimburse Mr. Webb for reasonable moving
expenses incurred in connection with his relocation to Tampa, Florida
and for the amount, not to exceed $100,000, by which the net sales
proceeds of the sale of his Lakeland residence are less than the
appraised value of that residence. To date, Mr. Webb has elected to
commute and has not relocated. Mr. Webb's employment agreement also
provides Mr. Webb with a Company automobile and reimbursement of
related operating expenses, comprehensive medical coverage and other
fringe benefits.
The Company has an employment agreement with Timothy R. Barnes,
its Vice President and Chief Financial Officer, that extends through
August 7, 1999. The employment agreement automatically renews for
additional one-year periods unless either party provides a 90-day
notice of non-renewal. Mr. Barnes' current base salary is $85,600 per
year subject to review annually or more frequently, if appropriate, by
the Board of Directors or the Board's compensation committee.
In the event any of the executives' employment is terminated for
cause, the executive will be entitled to his accrued base salary and
reimbursement for any expenses incurred through the date of
termination. In the event the executive is terminated without cause,
he will be entitled to his base salary accrued through the date of
termination and reimbursement for expenses incurred through the date
of termination, as well as base salary and fringe benefits which would
have been payable during the remainder of the term of his employment
agreement. Each of the executives' employment agreements contain a
non-compete provision under which the executive may not compete with
the Company during the term of the agreement and, in the case of his
termination for cause, for a period of six months thereafter. The
executive also agrees during those same periods not to interfere with
or seek to employ any of the Company's employees.
Each of the executives is also entitled to certain payments upon
a "change of control" of the Company. A "change of control" is deemed
to have occurred in the event of (i) the acquisition by any person
beneficially of 30% or more of the outstanding shares of voting
capital stock, (ii) the sale or transfer of greater than 50% of the
book value of the Company's assets, (iii) the merger, consolidation,
share exchange or reorganization of the Company as a result of which
the holders of all of the shares of capital stock of the Company as a
group would receive less than 50% of the voting power of the capital
stock of the surviving corporation, (iv) the commencement of a tender
offer which, if successful, would result in a change of control, or
(vi) a determination by the Board of Directors in view of then current
circumstances or impending events that a change of control has
occurred or is imminent. At any time within six months of the "change
of control," or within three years following a "change of control" in
the event that: (i) the executive's employment is terminated without
cause; or (ii) he is removed from the offices he holds or (iii) his
power and authority is reduced below that generally commensurate with
the position of the offices he holds, or (iv) a Company-required
relocation outside of Tampa, Florida, the executive is allowed to
terminate the employment agreement and receive a one-time lump sum
severance payment equal to two and nine-tenths times the total amount
of the current annual base salary payable to him. Certain provisions
limit and adjust the severance benefits payable to the executive
following a "change of control" in the event counsel to the Company
determines that such payments would constitute "parachute payments"
within the meaning of the Internal Revenue Code of 1986, as amended.
In the event of a "change of control", the executive shall also have
the right to compel the Company to purchase any outstanding options at
a price equal to the greater of $7.50 per share or the average of the
closing bid and asked prices on the day preceding the "change of
control."
Indebtedness of Management. The Board of Directors determined
that it would be in the best interests of the Company and its
shareholders to further align the long term economic interests of
management with the long term economic interest of the shareholders.
Therefore, to encourage management to exercise their stock options,
the Board of Directors approved recourse loans to certain officers and
directors in the amount of the exercise price of options held by them.
The loans require interest to be paid annually at a rate of 5.57%,
with the principal amount due in September 2003. The amount loaned to
each officer or director was as follows: W. Carey Webb - $282,500;
Timothy R. Barnes - $107,775; W. Aris Newton - $106,875; and, John L.
Caskey - $81,875.
Indemnification of Company Officers and Directors. The Company
has entered into Indemnity Agreements with each of its officers and
directors under which the Company agrees to indemnify and hold the
officers and directors harmless against all expenses, judgments,
fines, penalties, etc. reasonably incurred by him in connection with
his service to the Company; provided, however, that such
indemnification only applies following a specific determination that
the officers and directors acted in good faith and in a manner he
reasonably believed to be in or not opposed to, the best interest of
the Company and that such indemnification is otherwise proper under
the provisions of the Delaware General Corporation Law.
The Board of Directors previously authorized the advance of costs
and expense incurred by R. Park Newton, III, the Company's current
Chairman of the Board and a director, as well as those costs and
expenses incurred by Douglas Gardner, Richard Russell, Charles Ross,
Richard W. Brewer and George Crook, all of whom are former officers,
directors, employees or agents of the Company, in connection with an
investigation by the Securities and Exchange Commission. Such
advances were conditioned on repayment if it was ultimately determined
that the person on whose behalf the advance was made did not meet the
statutory standards of conduct required for indemnification. Under
Delaware law, such person may only be indemnified to the extent that
they are determined to have acted in good faith and in a manner
reasonably believed by them to be in the best interest of the Company.
In connection with the Commission's investigation, the Company's Board
of Directors engaged counsel to conduct an internal investigation of
the matters underlying the Commission's investigation. Based upon
such report on the matters raised by the Commission's investigation,
the Board of Director's has discovered no evidence that the referenced
officers, directors, employees and agents acted other than in good
faith and in a manner which they reasonably believed to have been in
the best interests of the Company in discharging their duties.
Accordingly, the Board of Directors has determined that the referenced
individuals are entitled to indemnification for costs and expenses
incurred in connection with the Commission investigation referenced
above.
PROPOSAL 2
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company has selected the firm of Pender Newkirk & Company to
serve as the independent certified public accountants for the Company
for the current fiscal year ending March 31, 2000. That firm has
served as the auditors for the Company since 1993. The persons named
in the enclosed form of proxy have advised the Board of Directors that
it is their intention, unless otherwise instructed by the
shareholders, to vote for the selection of Pender Newkirk & Company as
such independent auditors. Representatives of Pender Newkirk &
Company are not expected to be present at the annual meeting of
shareholders.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares
of common stock represented in person or by proxy at the Annual
Meeting is required to (i) elect the director, and (ii) ratify the
selection of Pender Newkirk & Company as the Company's independent
auditors for the year ended March 31, 2000. Abstentions and broker
non-votes will not be counted and have no effect.
The Board of Directors recommends that stockholders execute their
proxies FOR the adoption of both proposed Items 1 and 2.
ANNUAL REPORT
A copy of the Company's annual report for the fiscal year ended
March 31, 1999 accompanies this proxy statement. Additional copies
may be obtained by writing to Timothy R. Barnes, Vice President and
Chief Financial Officer, at 100 North Tampa Street, Suite 3575, Tampa,
Florida 33602.
OTHER MATTERS
Other than proposed Items 1 and 2, the Board of Directors does
not know of any other matters to come before the meeting; however, if
any other matters properly come before the meeting, it is the
intention of the persons designated as proxies to vote in accordance
with their best judgment on such matters. If any other matter should
properly come before the meeting, action on such matter will be
approved if the number of votes cast in favor of the matter exceeds
the number opposed.
STOCKHOLDER PROPOSALS
The deadline for submission of shareholder proposals pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended
("Rule 14a-8"), for inclusion in the Company's proxy statement for its
2000 annual meeting is February 29, 2000. In addition, notice to the
Company of a shareholder proposal submitted other than pursuant to
Rule 14a-8 will be considered untimely and the persons named in
proxies solicited by the Board of Directors of the Company for its
2000 annual meeting may exercise discretionary voting power with
respect to any such proposal that the Company receives after April 29,
2000. Proposals must also comply with the Company's Bylaws and the
proxy rules relating to shareholder proposals in order to be included
in the Company's proxy materials.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokers, banks and other persons holding stock
in their names, or in the names of nominees, for their expenses in
sending these proxy materials to beneficial owners. Proxies may be
solicited by present or former directors, officers and other employees
of the Company, who will receive no additional compensation therefor,
through the mail and through telephone, fax, e-mail or telegraphic
communications to, or by meetings with, stockholders or their
representatives.
June 28, 1999
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND
RETURN THE ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE, POSTAGE
FOR WHICH HAS BEEN PROVIDED. YOUR PROMPT RESPONSE WILL BE
APPRECIATED.
EXCAL ENTERPRISES, INC.
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned, having received the Proxy Statement for the
Company's 1999 annual meeting relating to the proposals listed below,
appoints W. Carey Webb and Timothy R. Barnes, and each or either of
them, as proxies, with full power of substitution and resubstitution,
to vote all shares of Common Stock of Excal Enterprises, Inc. which
the undersigned is entitled to vote, in the manner specified.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS
INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS.
Proposal 1: Election of Directors
John L. Caskey for a term expiring at the 2002 annual meeting of
stockholders.
__ __
|__| FOR |__| WITHHOLD
Proposal 2: Relationship with Independent Certified Public Accountant
Pender Newkirk & Company to serve as the independent certified
public accountants for the Company for the current fiscal year
ended March 31, 2000.
__ __ __
|__| FOR |__| AGAINST |__| ABSTAIN
Should any other matters
requiring a vote of the
shareholders arise, the above-
named proxies are authorized
to vote the same in accordance
with their best judgment in
the interest of the Company.
The Board of Directors is not
aware of any matter that is to
be presented for action at the
meeting other than the matters
set forth herein.
Dated: , 1999
(SEAL)
(SEAL)
(Please sign exactly as name
or names appear hereon.
Executors, administrators,
trustees or other
representatives should so
indicate when signing.)
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