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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[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:
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4) Date Filed:
NOTICE AND PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 16, 2000
July 12, 2000
Dear Excal Shareholder:
PLEASE TAKE NOTICE that the annual meeting of shareholders of Excal
Enterprises, Inc. will be held on Wednesday, August 16, 2000, 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 II Director to serve for a three-year term expiring at
the annual meeting of shareholders to be held in 2003 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, 2001.
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 30, 2000 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 July 12,
2000 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 16, 2000, 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 30, 2000 (the "Record Date"). At such date, the Company had
outstanding and entitled to vote 3,876,731 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) 1,468,812 (2) 36.2%
EP Opportunity Fund, LLC(3) 600,000 15.5%
Gotham Partners, L.P. (4) 580,500 15.0%
W. Carey Webb 375,000 (5) 9.2%
W. Aris Newton 211,525 (6) 5.3%
Timothy R. Barnes 158,825 (7) 4.0%
John L. Caskey 122,200 (8) 3.1%
All directors and executive
officers as a group (5 persons)2,336,362 (9) 51.7%
(1) The business address of Mr. Newton is 100 North Tampa Street, Suite 3575,
Tampa, Florida 33602.
(2) Includes (1) 833,827 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) 181,285 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 510,491 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. Gotham Holdings II, LLC ("Holdings") has voting
and dispositive power over 63,324 shares. Messrs. William A. Ackerman
and David P. Berkowitz are the managing members of Gotham Holdings
Management, LLC ("Management"), which is the manager of Holdings. The
business address of Gotham, Gotham III, Section H Partners, LP, Karenina
Corporation, DPB Corp., Holdings, Management, Mr. Ackerman and Mr.
Berkowitz is 110 East 42nd Street, 18th Floor, New York, New York 10017.
(5) Includes options to purchase 203,837 shares.
(6) Includes options to purchase 103,561 shares.
(7) Includes options to purchase 71,712105,537 shares.
(8) Includes options to purchase 105,53749,948 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, 2000, 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 II 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. W. Aris
Newton, the current Class II 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 W. Aris Newton. Mr.
Newton is presently available for election and is a member of the Board. If
Mr. Newton should become unavailable, which is not now anticipated, the
persons voting the accompanying proxy may in their discretion vote for a
substitute. The directorship terms of R. Park Newton, III and John L. Caskey
expire at the 2001 and 2002 annual shareholder meetings, respectfully.
Information concerning each of the Company's directors, including the
Class II 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 56): Mr.
Newton has been a Director of the Company since July 1986 and serves as a
member of the Board's executive and compensation committees. 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 47): 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 executive and
audit committees. Mr. Newton attended Clemson University.
John L. Caskey, Director (age 54): 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
55): 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. Prior to that, Mr. Webb
spent approximately 17 years at Linder Industrial Machinery, Inc. in various
management and sales 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 42): 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 one
formal meeting and executed several written actions by unanimous consent after
informal discussion during the fiscal year ended March 31, 2000. The Board of
Directors has established three standing committees: an audit committee, a
compensation committee and an executive committee. The Board does not have a
nominating committee.
Executive Committee. The executive committee is comprised of R. Park
Newton, III and W. Aris Newton. The executive committee has all of the power
and authority of the full board of directors to manage the affairs of the
Company, except for certain corporate actions that require, by law, the action
of the full board of directors. The executive committee did not hold any
meetings during fiscal 2000.
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 2000.
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 2000, 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 committees or attendance at committee
meetings. Each director was paid $12,000 for services rendered as a director
to Excal Enterprises during the fiscal year ended March 31, 2000. While
directors are entitled to reimbursement for reasonable travel expenses
incurred in attending such meetings, no reimbursements were requested during
fiscal 2000. Mr. Caskey was awarded additional compensation of $18,880 in
fiscal 2000 for services provided in the sales and marketing activities of
Roxbury Industries.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by the
Company to its Chief Executive, its Chairman of the Board, its Chief Financial
Officer and the president of its Jacksonville Holdings subsidiary (the "named
executives") for services rendered during the fiscal years ended March 31,
2000, March 31, 1999 and June 30, 1998. The fiscal year ended March 31, 1999
consisted of only nine months. No other executive officers had total salary
and bonus that exceeded $100,000 during the fiscal year ended March 31, 2000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
---------------------------------------- ------------------------ ---------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Annual Restricted Underlying 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 2000 $205,440 $75,000 * $0 75,000 $0 $17,678<F2>
President and Chief 1999 154,080 75,000 * 0 78,837 0 12,682<F2>
Executive Officer 1998 205,440 62,500 * 0 0 0 13,933<F2>
R. Park Newton, III 2000 192,600 75,000 * 0 75,000 0 25,836<F3>
Chairman of the Board 1999 144,450 75,000 * 0 589,640<F5> 0 19,598<F3>
1998 192,600 62,500 * 0 0 0 22,346<F3>
Timothy R. Barnes 2000 85,600 37,500 * 0 50,000 0 1,846<F4>
Vice President, Secretary 1999 64,200 37,500 * 0 21,712 0 1,726<F4>
Treasurer and 1998 85,600 31,250 * 0 0 0 1,753<F4>
Chief Financial Officer
W. Aris Newton 2000 66,340 37,500 * 0 50,000 0 26,138<F6>
President of 1999 49,755 37,500 * 0 19,736 0 19,744<F6>
Jacksonville Holdings 1998 66,340 31,625 * 0 70,000 0 21,525<F6>
<FN>
* 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 compensation for serving on the board of Jacksonville
Holdings, 401(k) contributions of $2,500, $1,986 and $2,679 and the cost
of life insurance in excess of a face amount of $50,000 of $3,178,
$1,696, and $2,254 in fiscal 2000, 1999 and 1998, respectively.
<F3> Represents compensation for serving on the Board of Directors of Excal
Enterprises and Jacksonville Holdings and 401(k) contributions of $1,926,
$1,598, and $2,346 in 2000, 1999, and 1998, 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.
<F6> Represents compensation for serving on the Board of Directors of Excal
Enterprises and Jacksonville Holdings and 401(k) contributions of $1,558,
$1,309 and $945 and the cost of life insurance in excess of a face amount
of $50,000 of $580, $435 and $580 for fiscal years 2000, 1999, and 1998,
respectively.
</FN>
</TABLE>
Options. The following table sets forth certain information with respect
to options granted during the fiscal year ended March 31, 1999 2000 to the
named executives.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Percent
Number of of Total
Securities Options/SARs Exercise
Underlying Granted to Or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
------------------- ------------ ------------ -------- ----------
W. Carey Webb 75,000 23.6% $1.406 11/12/09
R. Park Newton, III 75,000 23.6% $1.406 11/12/09
Timothy R. Barnes 50,000 15.8% $1.406 11/12/09
W. Aris Newton 50,000 15.8% $1.406 11/12/09
The options granted were immediately vested and contained a reload option
provision in the event the executives paid the exercise price or withholding
taxes using shares of the Company's common stock.
The following table sets forth certain information with respect to
options exercised during fiscal 2000 by the named executives and with respect
to unexercised options held by each such person at the end of fiscal 2000.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES
<CAPTION>
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Shares Acquired Value --------------------------- ------------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. Carey Webb 0 $ 0 153,837 0 $58,594 $0
R. Park Newton, III 183,355 $34,379 181,285 0 $58,594 $0
Timothy R. Barnes 0 $ 0 71,712 0 $39,063 $0
W. Aris Newton 0 $ 0 69,736 0 $39,063 $0
<FN>
<F1> Based on closing bid price of the Company's Common Stock of $2.1875
at March 31, 2000.
</FN>
</TABLE>
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, 2001.
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) adoption of a plan of
liquidation or the approval of the dissolution of the Company, (v) the
commencement of a tender offer which, if successful, would result in a change
of control, or (vi) a change in a majority of the Board of Directors during
any two year period, or (vii) 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, in fiscal 1999 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. In fiscal 2000, the Board of Directors approved a
recourse loan to R. Park Newton in the amount of $800,000 to primarily cover
the exercise price and withholding taxes due on the exercise of stock options.
The loan is collateralized by shares of the Company's common stockShares of
the Company's common stock held by Mr. Newton collateralize the loan. The
with the principal is due in August 2004 withand interest paid annually at a
rate of 6.56%.
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, 2001. 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,
2001. 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,
2000 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 2001 annual meeting is
March 18, 2001. 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 2001 annual meeting may exercise discretionary voting power
with respect to any such proposal that the Company receives after May 13,
2001. 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.Proposals must comply with the Company's Certificate
of Incorporation and, in order to be included in the Company's proxy
materials, must also comply with the proxy rules relating to shareholder
proposals. The Board of Directors of the Company may exercise discretionary
voting power with respect to any proposal for the 2001 annual meeting
submitted other than pursuant to Rule 14a-8 that the Company receives after
May 28, 2001. In addition, under the Company's Certificate of Incorporation,
any proposal received by the Company after June 17, 2000 will be untimely and
will not be brought before the meeting.
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.
July 12, 2000
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 2000
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
W. Aris Newton for a term expiring at the 2003 annual meeting of
stockholders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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,
2001.
[ ] 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:
_______________________________________ ,
2000
___________________________________(SEAL)
___________________________________(SEAL)
(Please sign exactly as name or names
appear hereon. Executors, administrators,
trustees or other representatives should so
indicate when signing.)
