SCHEDULE 13D
Amendment #2
Under the Securities Exchange Act of 1934
Excal Enterprises, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
300902103
(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
December 28, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13D to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 300902103 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 300902103 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 300902103 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Holdings II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 7 of 11 Pages
Item 1. Security and Issuer
This Amendment #2 amends and supplements the statement on Schedule 13D (the
"Statement") as it relates to the Common Stock, $.01 par value ("Common
Stock"), of Excal Enterprises, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 100 North Tampa
Street, Suite 3575, Tampa, Florida, 33602.
Item 2 is hereby amended to add the following information.
Item 2. Identity and Background
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), with respect to shares of Common Stock owned
by it, Gotham Partners III, L.P., a New York limited partnership
("Gotham III"), with respect to shares of Common Stock owned by it, Gotham
Holdings II, L.L.C., a Delaware limited liability company ("Holdings II")
with respect to shares of Common Stock owned by it. Gotham, Gotham III and
Holdings II are together the "Reporting Persons".
Each of Gotham, Gotham III and Holdings II was formed to engage in the
buying and selling of securities for investment for its own account.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham III. Karenina Corp., a New
York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"),
are the sole general partners of Section H. Karenina is wholly owned by Mr.
William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Pursuant to
an operating agreement (the "Operating Agreement"), Gotham Holdings Management,
L.L.C., a Delaware limited liability company ("Gotham Management") has the
power to vote and dispose of the shares of Common Stock held for the account of
Holdings II and, accordingly, may be deemed the "beneficial owner" of such
shares. Messrs. Ackman and Berkowitz are the Senior Managing Members of Gotham
Management.
Messrs. Ackman and Berkowitz are citizens of the United States of
America, and the principal occupation of each of them is managing the affairs
of (i) Karenina and DPB, respectively, and through such entities the affairs
of Section H, Gotham, Gotham III, and (ii) Gotham Management, and through such
entity the affairs of Holdings II. The business address of each of Gotham,
Gotham III, Holdings II, Section H, Gotham Management, Karenina, DPB and
Messrs. Ackman and Berkowitz is 110 East 42nd Street, 18th Floor, New York,
New York 10017.
During the last five years, none of Gotham, Gotham III, Holdings II,
Section H, Gotham Management, Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate sales price of the Common Stock sold since the last filing
by Gotham, Gotham III and Holdings II was $893,359, $11,699 and $110,817,
respectively.
<PAGE>
Page 8 of 11 Pages
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham, Gotham III and Holdings II no longer own any shares of Common
Stock as of the date of this Statement.
(b) Each of Gotham, Gotham III and Holdings II has sole power to vote and
to dispose of all of the Common Stock beneficially owned by it.
<PAGE>
Page 9 of 11 Pages
c) The tables below set forth information with respect to all sales of Common
Stock by Gotham, Gotham III and Holdings II during the last sixty days. The
common stock was sold in a privately negotiated transaction with the Company.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham
12/28/00 (510,491) $1.75
Holdings II
12/28/00 (63,324) $1.75
Gotham III
12/28/00 (6,685) $1.75
Except as described above, none of Gotham, Gotham III, Holdings II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any transactions in the
securities of the Company during the past sixty days
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owner of more than 5% of
the Common Stock on December 28, 2000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described above, none of Gotham, Gotham III, Holdings II, Section H,
Gotham Management, Karenina, DPB, Mr. Ackman or Mr. Berkowitz is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profit or
losses or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 2 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
<PAGE>
Page 10 of 11 Pages
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
January 2, 2001
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM HOLDINGS II, L.L.C.
By: Gotham Holdings Management LLC,
the Manager
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
