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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Excal Enterprises, Inc.
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(Name of Registrant as Specified in its Charter)
EP Opportunity Fund, L.L.C.
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(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:
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PROXY STATEMENT
of
EP OPPORTUNITY FUND, L.L.C.
IN OPPOSITION TO THE BOARD OF DIRECTORS OF EXCAL ENTERPRISES, INC.
for use at the
ANNUAL MEETING OF STOCKHOLDERS OF EXCAL ENTERPRISES, INC.
to be held
AUGUST 5, 1999
INTRODUCTION
This Proxy Statement, which is first being sent to holders of the
common stock, par value $0.001 per share (the "Common Stock") of Excal
Enterprises, Inc., a Delaware corporation (the "Company"), on or about July
o, 1999 is furnished by EP Opportunity Fund, L.L.C. (the "Fund") in
connection with the Fund's solicitation of proxies for use at the Company's
1999 Annual Meeting of Stockholders, to be held at the University Club,
located on the 38th floor of One Tampa Center, Tampa Florida, on August 5,
1999 at 1:30 p.m. (the "Annual Meeting"), or any adjournments or
postponements of such meeting. Stockholders of record at the close of
business on June 22, 1999 (the "Record Date"), are entitled to notice of
and to vote at the Annual Meeting. According to the Company, 4,256,240
shares of Common Stock were outstanding on the Record Date. The address of
the Company is 100 North Tampa Street, Suite 3575, Tampa, Florida 33602.
The Fund is soliciting proxies for the following matters, which are more
fully described in this Proxy Statement:
1. To elect Jeffrey Eisenberg to the Company's Board of Directors to
serve as the Class I director;
2. To adopt a proposal amending the Company's Second Amended and
Restated Bylaws 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.
The Fund urges you to vote FOR the election of its nominee as
director and FOR the ratification of the other proposal described in this
Proxy Statement by signing the enclosed BLUE proxy form as soon as
possible. IF YOU HAVE ALREADY SENT A PROXY TO MANAGEMENT OF THE COMPANY,
YOU CAN REVOKE THAT PROXY BY MERELY MARKING, SIGNING, DATING AND MAILING
THE ENCLOSED BLUE PROXY FORM OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
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VOTING TO SUPPORT THE FUND'S INITIATIVES
If you wish to support the Fund's nominee and the other proposal
described in this Proxy Statement, please vote only on the BLUE proxy form.
If you later vote on management's proxy form - even if it is to withhold
authority to vote for management's nominee - you will revoke your previous
vote for the Fund's nominee. Although you may vote more than once, only one
proxy will be counted at the Annual Meeting, and that will be your latest
dated, validly executed proxy.
Because only a stockholder's latest dated proxy will count, a
stockholder choosing to vote for the Fund's nominee on the BLUE proxy form
is giving up the right to choose the director nominated by the Board of
Directors. Moreover, a stockholder CANNOT use the proxy card supplied by
management to vote for the election of Mr. Eisenberg or for the Fund's
proposal. Execution of the BLUE proxy form will not affect your right to
attend the Annual Meeting and vote in person. The Company's Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation")
and Second Amendment and Restated Bylaws (the "Bylaws") do not require
stockholders who have voted by proxy to notify the Company's secretary of
their attendance at the Annual Meeting and intention to vote at the Annual
Meeting in order to revoke such proxy.
Shares of Common Stock represented by properly executed BLUE
proxies will be voted as directed, or if no specific direction is
indicated, will be voted FOR the Fund's nominee and FOR ratification of the
Fund's proposal. Such proxies will also be voted in the discretion of the
proxy holders with regard to any other matter which may be brought to a
vote at the Annual Meeting. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournments or postponements thereof and
will not be used for any other meeting.
BACKGROUND AND REASONS FOR THE FUND'S SOLICITATION
Business Operations of the Company
Until 1994, the Company's principal line of business had been in
the automotive services industry. In 1994, the Company acquired certain
real estate located in Jacksonville, Florida known as the "Imeson Center"
as part of a settlement with Sears Roebuck & Co. for certain claims by the
Company in connection with the termination by Sears of an agreement between
Sears and the Company. The property includes a two-story building
consisting of approximately 1,666,000 square feet of leaseable office and
warehouse space, and several outparcels of vacant land. Since 1997, the
Company's primary business activity has consisted of serving as landlord
with respect to the Imeson Center. As of March 31, 1999, all but 41,000
square feet of the Imeson Center was leased.
During September 1997, the Fund purchased nearly 200,000 shares of
the Company's Common Stock at an average price of approximately $5.50 per
share. The Fund believed that the Company's Common Stock was undervalued
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and that the Company could increase stockholder value by selling or
liquidating the Company. On numerous occasions since September 1997, the
Fund has urged the Company to consider liquidating or selling.
In September 1997, the Company mortgaged the Imeson Center as
security for a five year, $13,500,000 loan bearing interest at the rate of
9% per annum. The Company has stated that it plans to use the proceeds from
leveraging the Imeson Center to acquire additional new core businesses,
among other things. The Company's stated objective is to identify and
acquire a company that will be used as a springboard to future growth. The
Company's management believes this will be best accomplished by acquiring a
company that is a leader in a niche segment of a large market or in an
industry that will lend itself to a consolidation strategy.
The Fund believes that this expansion plan is misguided.
Furthermore, the Fund does not believe that the Company's management has
demonstrated any competence to carry out such an expansion plan.
In December 1998, the Company acquired for $1.5 million Roxbury
Industries Corp ("Roxbury"), which produces and distributes knit products
licensed by professional and major college sports teams. The former common
stockholders of Roxbury exchanged their common stock for 1,040,816 shares
of Roxbury convertible preferred stock, par value $0.001. The preferred
stock does not contain preferential rights to distributions, does not have
voting rights and is convertible into Roxbury common stock beginning on
July 15, 2002. The number of shares that the preferred stock will convert
into varies based on the performance of Roxbury. In the four months in
which its had owned Roxbury, the Company has lost over $500,000 (before
taxes), almost one-quarter of its total investment. The Fund does not
believe that the Company should have acquired Roxbury or that the Company
should engage in expansion plans. The Fund believes that the stockholders
of the Company would realize significantly greater value from receiving the
cash proceeds from a sale or liquidation of the Company than if the Company
were to invest its assets in new lines of business.
The Securities and Exchange Commission (the "SEC") has filed suit
against the Company alleging, among other things, that the Company has
materially understated the value of the Imeson Center. The Company has
disclosed that it is aware that other parties have subsequently prepared
appraisals and valuations of the Imeson Center in connection with various
litigation and that "some of these appraisals and valuations have placed
the value of this property substantially higher than the Company's original
valuation." The Fund believes that a thorough and proper independent
appraisal of the property should be made and that the Company should be
sold or liquidated.
The Fund also particularly notes the significant drain on the
Company's financial and other resources arising out of litigation brought
against the Company and certain of its current and former officer and/or
directors. As noted in the Company's audited financial statements, the SEC
has filed suit in the Federal District Court for the Middle District of
Florida against the Company, R. Park Newton, III (a director of the Company
and the former President and Chief Executive Officer), and others alleging
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that the Company and in various instances the named individuals: (i) during
the fiscal years 1991 through 1993 concealed the loss of the Company's
principal customers as licensed dealers and filed false periodic reports
under the Securities Exchange Act of 1934, as amended, with respect
thereto; (ii) falsified the Company's books and records in order to conceal
the loss of its principal customers, including using allegedly fictitious
invoices to deceive the Company's auditors; and, (iii) understated the
value of commercial real estate received by the Company in a contractual
settlement with Sears in order to reduce the Company's income tax
liability. As a result of this and other litigation, the Company has spent
over $1 million during the last two years on litigation related expenses.
The Fund believes that these matters should be quickly settled, the persons
responsible for the violations of law should bear the responsibility for
their actions and that the Company should be run for the benefit of its
stockholders, not its lawyers.
Communications with the Company
As a result of the Fund's analysis of the Company's operations and
stock price, in November, 1997, the Fund met with the Company's management
at the Company's Jacksonville, Florida property to discuss the Company's
current and future operations. After remaining unsatisfied with the
Company' financial prospects and intended plans, in September 1998, the
Fund sent a letter to the Company notifying it of the Fund's intention to
nominate Mr. Eisenberg for election as a Class III director and to bring
certain proposals to a vote at the 1998 Annual Meeting. The Fund also
provided the Company with the appropriate information required under its
Bylaws for stockholders to bring director nominations and proposals at the
Annual Meeting. Because of certain technical matters, the Fund's nomination
and proposal were not brought before stockholders at the November 1998
meeting.
In early 1999, the Company indicated its intention to change its
fiscal year end to March 31, 1999 but failed to give notice of the date of
the new stockholders meeting. In June 1999, in compliance with the timing
disclosed in the Company's 1998 proxy statement, the Fund sent a letter to
the Company notifying it of the Fund's intention to nominate Mr. Eisenberg
for election as a Class I director and to bring a proposal to a vote at the
1999 Annual Meeting. The Company has attempted to keep the Fund's
nomination and proposal from being voted upon by stockholders by claiming
that the Fund's notice wasn't timely under the Company's Bylaws which
required 60 days' prior notice of nominations and stockholder proposals.
However, because the Company's notice of the new date of the annual meeting
was given less than 60 days before the date of the meeting, the Fund did
not have sufficient time to provide its notice. The Fund has applied to the
Delaware Chancery Court for a ruling that the Fund's notice of nomination
and stockholder proposal were timely.
Board Nomination
The Fund, which beneficially owns approximately 14.1% of the
issued and outstanding shares of Common Stock as of the record date,
believes that it is in the best interests of the stockholders of the
Company that directors be elected to the Company's Board of Directors who
are in favor of taking steps intended to result in the maximization of the
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stockholders' investment in the Company, which could include (among other
actions) the solicitation, review and negotiation of offers to merge or
acquire the Company on terms that are fair and in the best interests of all
stockholders of the Company. The Fund believes that the election of Mr.
Eisenberg will be in the best interests of stockholders of the Company
because Mr. Eisenberg will attempt to focus the attention of the Board of
Directors on actions that will lead to maximizing the value of the Common
Stock of the Company.
Mr. Eisenberg, who is the Manager of Eisenberg Partners, L.L.C.,
the Manager of the Fund, is an attorney and investment manager who is
highly experienced in the areas of financial and investment analysis, as
well as the negotiation and consummation of mergers, acquisitions and other
change of control transactions. See "Information Concerning The Fund And
Its Nominee." The election of Mr. Eisenberg as a Class I director will
require the affirmative vote of a plurality of the shares of Common Stock
voting in the election at the Annual Meeting.
Proposal to Amend Bylaws
If Mr. Eisenberg is elected, he will be only one of three
directors. The purpose of the Fund's proposal to amend the Company's Bylaws
to require a unanimous vote for all director action would empower Mr.
Eisenberg as a minority member of the Board of Directors. While Mr.
Eisenberg would not be able to take any affirmative action as a minority
director, he would be able to prevent the Board of Directors from taking
any further action that would negatively affect stockholders. In the event
Mr. Eisenberg is elected but is unsuccessful over the next year in
persuading the Board of Directors to actively pursue his intent to maximize
stockholder value, the Fund would probably seek to elect another director
at the Company's 2000 Annual Meeting and repeal the Bylaw change. If
successful in electing this second director in 2000 and repeal the Bylaw
change, the Board of Directors of the Company would be controlled by
persons nominated by the Fund and who, the Fund believes, would seek to
maximize stockholder value by seeking to effect a sale or liquidation of
the Company.
ELECTION OF DIRECTOR
The Company's Board of Directors currently consists of three
directors. The Board of Directors is divided into three equal classes
consisting of one director each. At each annual meeting of stockholders,
members of one of the classes, on a rotating basis, are elected for a
three-year term. One director is up for election at the 1999 Annual Meeting
as a Class I director. The individual elected at the 1999 Annual Meeting
will serve for the term expiring at the Annual Meeting of Stockholders in
2002.
The nominee for Class I director receiving the highest number of
votes at the Annual Meeting will be elected to fill that position.
Abstentions and broker non-votes will be counted for purposes of
determining a quorum at the Annual Meeting. If a quorum is present at the
Annual Meeting, abstentions, broker non-votes and shares not represented at
the Annual Meeting in person or by proxy will have no effect on the
election.
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In the event Mr. Eisenberg is elected, the Fund will obtain
representation on the Company's Board of Directors. Stockholders may wish
to refer to the proxy statement of the Company, dated June 28, 1999 for
additional information regarding the background, qualifications and other
information concerning the Company's nominee and additional information
about the Company required to be included in the Company's proxy
solicitation materials under Section 14(a) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission.
If Mr. Eisenberg is elected and takes office as a director, he
intends to: (i) undertake his duties as a director of the Company in
compliance with all applicable legal requirements, including the general
fiduciary obligations imposed upon corporate directors, (ii) take action to
solicit, and cause the Board to review and negotiate, offers to merge or
acquire the Company on terms that are fair and in the best interests of all
stockholders of the Company and (iii) urge the Board to adopt other
measures aimed at enhancing the value of the Common Stock.
Since the Fund's nominee, if elected, would only constitute a
minority of the Company's three person Board of Directors, the adoption of
measures aimed at enhancing the value of the Common Stock would require the
approval of at least one other director of the Company. If the Proposal is
adopted, adoption of any such measure would require the approval of both of
the other directors. There can be no assurance that the Board will approve
such measures. However, the Fund believes that such results and approval
are more likely if there are persons elected to the Company's Board of
Directors who are committed to achieving such results. IF ELECTED, THE
FUND'S NOMINEE IS COMMITTED TO ATTEMPTING TO PERSUADE THE COMPANY'S BOARD
OF DIRECTORS TO ADOPT MEASURES AIMED AT ENHANCING THE VALUE OF THE COMMON
STOCK.
Mr. Eisenberg has consented to serve as a director if elected. If
he should be unable to serve for any reason, which is not now anticipated,
the persons named as proxies on the BLUE proxy form will vote for such
other person as they shall determine in their discretion.
INFORMATION CONCERNING THE FUND AND ITS NOMINEE
As of the Record Date, the Fund held 600,000 shares of the
Company's Common Stock, which, as of the Record Date, constituted 14.1% of
the Company's outstanding shares of Common Stock. As such, and based upon
filings required to be made with the SEC by holders of 5% or more of the
Company's Common Stock, the Fund was the second largest stockholder of the
Company and the largest independent stockholder. The Fund was established,
and is managed, by Eisenberg Partners, L.L.C., of which Jeffrey Eisenberg
serves as the Manager. The Fund primarily seeks to make investments in
publicly traded companies which appear to offer significant potential
appreciation. The Fund is located at 77 West Wacker Drive, Chicago,
Illinois, 60601. The telephone number of the Fund is (312) 456-9500.
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Mr. Jeffrey Eisenberg, who is 34 years old, is the Manager of
Eisenberg Partners, L.L.C., the Manager of the Fund, a position he has held
since 1996. Mr. Eisenberg is a licensed attorney and holds a J.D. degree
from Northwestern University and an M.M. degree from the J.L. Kellogg
Graduate School of Management at Northwestern University. He earned a
B.B.A. degree in Finance and Real Estate from the University of Texas at
Austin.
Prior to founding Eisenberg Partners, L.L.C., Mr. Eisenberg served
as a partner and Managing Director at the investment management firm of
Angelo, Gordon & Co., L.P., in New York, New York, and was with that firm
since 1992. While at Angelo, Gordon, Mr. Eisenberg specialized in
identifying, analyzing and valuing public and private investments,
conducting due diligence, negotiating with sellers, buyers, lenders,
partners, and management, and monitoring and enhancing the value of
investments. In this capacity, Mr. Eisenberg participated in a significant
number of real estate investments, including with respect to commercial
properties similar in nature to the commercial property which constitutes
the Company's primary asset and source of revenues.
The following is a list of all of the transactions in the
Company's Common Stock by the Fund, its Manager and Mr. Eisenberg prior to
the Record Date. None of the purchase price or market value of any of the
shares of Common Stock held by the Fund is represented by funds borrowed or
otherwise obtained for the purpose of acquiring or holding such securities.
To the knowledge of the Fund, neither Mr. Eisenberg nor any of the
associates of the Fund or of Mr. Eisenberg (referred to herein as the
"Associates") own any Common Stock beneficially (other than indirectly
through their respective interests in the Fund) or of record.
Date Number of Shares Price Paid
09/02/97 5,000 $4.63
09/12/97 35,000 $5.08
09/15/97 20,000 $5.24
09/16/97 25,000 $5.25
09/17/97 15,000 $5.25
09/22/97 15,000 $5.50
09/23/97 20,000 $5.66
09/24/97 40,000 $5.82
09/25/97 24,000 $5.86
01/07/98 85,000 $4.37
01/08/98 131,500 $4.36
01/14/98 56,352 $4.61
01/15/98 15,000 $4.56
01/16/98 2,300 $4.62
01/20/98 110,848 $4.43
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Total 600,000
Neither the Fund, its Manager or its associates, or Mr. Eisenberg
or his Associates, is now, or within the past year has been, a party to any
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contract, arrangements or understandings with any person with respect to
any securities of the Company (including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits, or the giving
or withholding of proxies).
Except as described herein, neither the Fund, its Manager or its
associates, or Mr. Eisenberg or his Associates, has any interest in the
matters to be voted upon at the Annual Meeting, other than an interest as a
stockholder in the Company. Neither the Fund, its Manager or Mr. Eisenberg
or his Associates has been convicted in any criminal proceeding during the
last ten years.
Neither the Fund, its Manager or its associates, or Mr. Eisenberg
or his Associates, has any arrangement or understanding with any person
with respect to: (i) any future employment with the Company or its
affiliates, or (ii) with respect to any future transactions to which the
Company or any of its affiliates will or may be a party.
The Fund estimates that its total expenditures relating to the
solicitation of proxies for the Annual Meeting will be approximately $o
(including, without limitation, costs related to advertising, printing,
fees of attorneys, public relations and transportation). Total cash
expenditures to date relating to this solicitation have been approximately
$o. Should the Company initiate, or cause the Fund to initiate, litigation
regarding this proxy solicitation, the Fund's expenditures in connection
with this solicitation would increase, perhaps significantly.
STOCKHOLDER PROPOSAL
The Fund intends to propose Section 5.06 of the Company's Second
Amended and Restated Bylaws be amended to provide as follows:
"RESOLVED, that Section 5.06 of the Company's Second Amended and
Restated Bylaws shall be deleted in its entirety and shall be
replaced with the following: 'Section 5.06 Vote Required for
Action. Except as otherwise provided by law, 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. Notwithstanding
any other provisions of these by-laws to the contrary, the
affirmative vote of at least 75% of the shares entitled to vote at
a meeting of stockholders shall be required to alter, amend or
repeal this Section 5.06.'"
As indicated above, the Fund will nominate Jeffrey Eisenberg to
serve as a Class I director of the Company. If Mr. Eisenberg is elected, he
would be only one of three directors. By proposing that all board actions
require unanimity, we are trying to empower Mr. Eisenberg to prevent
management's misguided expansions plans and to enable him to effectively
negotiate with the Company's management and remaining directors to seek to
maximize stockholder value through a sale or merger of the Company.
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RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's management has selected Pender Newkirk & Company to
continue as the Company's independent auditors. The Fund believes that
management's selection of Pender Newkirk & Company as the Company's
independent auditors for the year ending June 30, 1999, is an appropriate
selection and it is soliciting proxies to vote in favor of the proposal to
ratify such appointment.
THE FUND URGES YOU TO VOTE YOUR SHARES "FOR"
THE RATIFICATION OF THE APPOINTMENT OF
THE COMPANY'S AUDITORS.
OTHER MATTERS
Stockholders are referred to the Company's proxy statement, dated
June 28, 1999, in connection with the solicitation by the Company's Board
of Directors of proxies for the Annual Meeting, for information concerning:
(i) beneficial ownership of Company securities by 5% or more holders,
directors and executive officers of the Company, (ii) the committees of the
Company's Board of Directors, (iii) the meetings of the Company's Board of
Directors and all committees thereof, (iv) the background of the Company's
nominee to the Company's Board of Directors, (v) the compensation and
remuneration paid and payable to the Company's directors and management and
(vi) the submission of stockholder proposals at the Company's 2000 annual
meeting of stockholders. Neither the Fund nor Mr. Eisenberg has any
independent knowledge as to the accuracy of the proxy statement of the
Company's Board of Directors.
The entire expense of preparing and mailing this Proxy Statement
and any other soliciting material and the total expenditures relating to
the solicitation of proxies (including, without limitation, costs, if any,
related to advertising, printing, attorneys, public relations,
transportation and litigation) will be borne by the Fund. In addition to
the use of the mails, proxies may be solicited, if required, by the Fund or
employees of Eisenberg Partners, L.L.C., the Manager of the Fund, by
telephone, telegraph, electronic mail, facsimile and personal solicitation.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward solicitation material to certain beneficial owners
of the Common Stock that such institutions hold, and the Fund will
reimburse such institutions for their reasonable out-of-pocket expenses in
complying with such request.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE VOTE FOR THE
FUND'S NOMINEE AND FOR THE OTHER PROPOSALS DESCRIBED HEREIN BY MARKING,
SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY FORM AS SOON AS
POSSIBLE. ONLY YOUR LATEST DATED PROXY COUNTS. EVEN IF YOU HAVE ALREADY
RETURNED A PROXY TO THE COMPANY'S BOARD OF DIRECTORS, YOU HAVE EVERY LEGAL
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RIGHT TO REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY
FORM OR BY VOTING IN PERSON AT THE ANNUAL MEETING. NO OTHER ACTION, OTHER
THAN SIGNING, DATING OR MAILING THE ENCLOSED BLUE PROXY FORM, OR VOTING IN
PERSON AT THE ANNUAL MEETING, IS REQUIRED TO REVOKE A PROXY PREVIOUSLY
GIVEN TO THE COMPANY'S BOARD OF DIRECTORS.
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[FORM OF PROXY]
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND
RETURN THE ENCLOSED FORM OF BLUE 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 EP OPPORTUNITY FUND, L.L.C.
The undersigned, having received the Proxy Statement for the
Company's 1999 annual meeting relating to the proposals listed below,
appoints Jeffrey Eisenberg, Eda Eisenberg and Susan Rabinowitz, 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
Election of Jeffrey Eisenberg for a term expiring at the 2002 annual
meeting of stockholders.
__ __
|__| FOR |__| WITHHOLD
Proposal 2: Amendment of Bylaws
Amend the Company's Second Amended and Restated Bylaws 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.
__ __ __
|__|FOR |__| AGAINST |__| ABSTAIN
Proposal 3: 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
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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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