-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4jWrhuUOwr74zzUdH7FsYqnu3FIhFzAyZ2p01fC5ps/7pCbgW4CLAj22+ZX2NZP JeVicQ/lzfvPOBq2FINfgQ== 0000832813-01-000001.txt : 20010129 0000832813-01-000001.hdr.sgml : 20010129 ACCESSION NUMBER: 0000832813-01-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010112 ITEM INFORMATION: FILED AS OF DATE: 20010126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXCAL ENTERPRISES INC CENTRAL INDEX KEY: 0000832813 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 592855398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17069 FILM NUMBER: 1515615 BUSINESS ADDRESS: STREET 1: 100 N TAMPA ST STREET 2: STE 3575 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132240228 MAIL ADDRESS: STREET 1: 100 NORTH TAMPA ST SUITE 3575 STREET 2: 100 NORTH TAMPA ST SUITE 3575 CITY: TAMPA STATE: FL ZIP: 33602 FORMER COMPANY: FORMER CONFORMED NAME: ASSIX INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 12, 2001 Commission File No. 0-17069 Excal Enterprises, Inc. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 59-2855398 - ------------------------------- ------------------------- - --------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 North Tampa Street, Suite 3575, Tampa, Florida 33602 --------------------------------------------------------- (Address of principal executive offices) (813) 224-0228 -------------------------------------------------- Registrant's telephone number, including area code Item 5. Other Events. On January 11, 2001, the Company signed an extension through December 31, 2001 of the lease of warehouse space with Laney & Duke. The extension includes 307,538 square feet of the first floor warehouse space and all 696,122 square feet of the second floor warehouse space. The base rental rate of the first floor space is $3.25 per square foot and the base rental rate of the second floor warehouse space is $1.95 per square foot. Item 7(c). Exhibits. 10.1 Second Amendment to Laney & Duke first floor lease. 10.2 Fourth Amendment to Laney & Duke second floor lease. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EXCAL ENTERPRISES, INC. Dated: January 12, 2001 By: /S/ TIMOTHY R. BARNES Timothy R. Barnes Vice-president, Secretary Treasurer and CFO EX-10 2 0002.txt 5 ORL1\REALEST\355630.3 20959/0001 GWJ yj 12/19/00 3:39 PM First Floor Space SECOND LEASE RENEWAL AND MODIFICATION AGREEMENT THIS SECOND LEASE RENEWAL AND MODIFICATION AGREEMENT (the "Agreement") is made and entered into effective as of December ___, 2000 (the "Effective Date"), by and between JACKSONVILLE HOLDINGS, INC., a Florida corporation ("Landlord"), and LANEY & DUKE TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation ("Tenant"). W I T N E S S E T H: WHEREAS, Jacksonville Center, Inc., a Florida corporation ("JCI"), and Tenant entered into that certain Warehouse Space Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to which JCI leased to Tenant and Tenant leased from JCI certain Leased Premises (herein so called) consisting of approximately 596,676 square feet of space designated as Sections 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 located on the first floor of the building (the "Building") included in the facility known as One Imeson Center (the "Property"), located at One Imeson Park Boulevard, Building 100, Jacksonville, Florida 32210; WHEREAS, the Lease was subsequently modified to include in the Leased Premises a portion of Section 1.1 of the Building; WHEREAS, the Lease was further modified and extended pursuant to that certain Lease Renewal and Modification Agreement dated effective as of January 1, 1996, by and between JCI (which was then known as Imeson Center, Inc.) and Tenant; WHEREAS, Landlord is JCI's successor-in-title to the Building and the Property and has succeeded to the interests of JCI as landlord under the Lease; WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to further modify and amend certain of the terms and provisions of the Lease, all as herein provided; NOW, THEREFORE, for and in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into the text of this Agreement. 2. Definitions. All capitalized terms in this Agreement shall have the same definitions as provided in the Lease except as may otherwise be provided herein 3. Leased Premises. The Lease is hereby further modified and amended to provide that the Leased Premises shall, effective as of January 1, 2001, consist of approximately 307,538 square feet of space designated as Sections 1.1, 1.3, 1.5, and approximately 9,200 square feet in Section 1.2 in the Building, and no other space in the Building. The approximately 9,200 square feet of space in Section 1.2 of the Building that shall be part of the Leased Premises during the Extended Base Term is currently used by Tenant as an office and, notwithstanding anything contained in the Lease to the contrary, shall be used solely as an office during the Extended Base Term. On or before December 31, 2000, Tenant shall (i) vacate all of Sections 1.4, 1.6 and 1.7 in the Building, together with all of Section 1.2 in the Building except for the 9,200 square feet of office space (collectively, the "Relinquished Space"), and (ii) surrender the Relinquished Space to Landlord in accordance with Section 5.6 of the Lease. In the event that Tenant fails to so vacate and surrender the Relinquished Space on or before December 31, 2000, Tenant acknowledges and agrees that such holding over by Tenant shall be subject to Section 10.14 of the Lease. Notwithstanding the foregoing or any other provision of the Lease, Landlord shall have the right, upon sixty (60) days' written notice to Tenant, to terminate the Lease as to Section 1.5 in the Building only, and within sixty (60) days of receipt of such termination notice, Tenant shall vacate and surrender to Landlord Section 1.5 in accordance with Section 5.6 of the Lease. In the event of Landlord's exercise of such termination option as to Section 1.5 and Tenant's timely and proper vacation and surrender of Section 1.5 and payment of all Base Rent and all Additional Rent and other charges under the Lease applicable to Section 1.5 through the date of termination, Base Rent and all additional rent and other charges payable under the Lease shall be reduced proportionately based on the 99,446 square foot area of Section 1.5. 4. Extension of Base Term. The base term of the Lease as provided in Section 2.1 of the Lease, as previously extended, is hereby further extended for a period of twelve (12) months commencing on January 1, 2001, and ending on December 31, 2001 (the "Extended Base Term"), on the terms and conditions set forth in the Lease, as herein modified and amended. 5. Base Rent. During the Extended Base Term Tenant hereby covenants and agrees to pay (i) Base Rent of $83,291.54 per month for each and every month during the Extended Base Term. Each such installment of Base Rent shall be payable in advance commencing on January 1, 2001, and continuing thereafter on the first day of each calendar month through and including December 1, 2001, in lawful United States currency, together with any and all sales or use taxes levied upon the use or occupancy of the Leased Premises, and (ii) any Additional Rent or other charges payable under the Lease, as herein modified and amended. 6. No Option to Renew. Tenant acknowledges and agrees that it has no option or other right to renew or extend the term of the Lease beyond the Extended Base Term. 7. Operating Expenses. Section 3.3 of the Lease is hereby amended to provide that, as of January 1, 2001, Tenant's pro-rata share of Operating Expenses shall be 17.93 percent (307,538 divided by 1,715,000). 8. Maintenance and Repair. Tenant hereby acknowledges that, to comply with its obligations under Sections 5.4 and 5.6 of the Lease, Tenant must cause certain repairs to be made to the Leased Premises (including, without limitation, the Relinquished Space). Without limiting the rights and remedies of Landlord in the event of Tenant's failure to make such repairs, Landlord shall notify Tenant of the date and time reasonably designated by Landlord during which Landlord shall inspect the Leased Premises as it exists on the Effective Date (including, without limitation, the Relinquished Space) to identify all items of damage and/or improper maintenance for which Tenant is responsible. Tenant shall permit Landlord to inspect the Leased Premises for such purposes, and upon completion of such inspection, Landlord shall provide Tenant with a list of all items requiring repair and/or replacement at that time. Upon Landlord's identification of such items, Landlord shall be authorized to make all listed repairs and/or replacements at Tenant's expense, using a reputable contractor selected by Landlord. As such items are repaired and/or replaced, and/or upon completion of such repairs and/or replacements, Landlord shall deliver to Tenant one or more invoices for the cost of such work, which cost shall be deemed to be Additional Rent under the Lease, and Tenant shall pay each and every invoice in full within fifteen (15) days of receipt. Landlord and Tenant shall also follow the foregoing procedure as to Section 1.5 in the Building in the event of Landlord's exercise of the termination option as provided in paragraph 3 above. Landlord shall notify Tenant of the date and time of a further joint inspection of the Leased Premises (but not the Relinquished Space) approximately ninety (90) days prior to the end of the Extended Base Term. Tenant shall permit Landlord to inspect the Leased Premises for such purposes, and upon completion of such inspection, Landlord shall provide Tenant with a list of all additional items requiring repair and/or replacement at that time. Upon Landlord's identification of such items, Landlord shall obtain and deliver to Tenant an estimate from a reputable contractor selected by Landlord of the cost of the repairs and/or replacements necessary to address such items or otherwise arrange to accomplish such repairs and/or replacements in a manner satisfactory to Landlord and at Tenant's sole cost and expense. Within fifteen (15) days after receipt of such estimate or the completion of such arrangements, Tenant shall deposit with Broad and Cassel, as escrowee, one hundred twenty percent (120%) of the amount of such estimate and/or arrangements, and the escrowee shall be entitled to disburse to Landlord, upon receipt of invoices for items of such work, with the balance, if any, of the escrowed funds to be returned to Tenant upon completion of such work. Nothing in this paragraph 8 shall be deemed to relieve Tenant of any of its duties and obligations under the Lease, including without limitation those set forth in Sections 5.4 and 5.6, and nothing in this paragraph 8 shall be deemed to limit Landlord's remedies in the event of Tenant's default under the Lease. 9. Landlord's Obligations. Tenant hereby acknowledges and agrees that all of Landlord's obligations accruing as of the Effective Date of this Agreement have been fully and properly fulfilled, including without limitation those set forth in Section 5.3 of the Lease. 10. Landlord's Address. For purposes of Section 10.6 of the Lease, Landlord's address is hereby modified and amended as follows: Jacksonville Holdings, Inc. c/o Excal Enterprises, Inc. 100 North Tampa Street Suite 3575 Tampa, Florida 33602 11. No Further Amendment. Except as specifically set forth in this Agreement, the Lease shall remain unaltered and in full force and effect. IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date set forth above. Witnesses: LANDLORD: JACKSONVILLE HOLDINGS, INC., a Florida corporation /S/ SHARON L. BRECHUE By: /S/ W. ARIS NEWTON Print Name: Sharon L. Brechue Name: W. Aris Newton Title: President Print Name: Date of Execution: 1/11/01 TENANT: LANEY & DUKE TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation /S/ CONSTANCE H. OWENS By: /S/ THOMAS A. DUKE Print Name: Constance H. Owens Name: Thomas A. Duke Title: President /S/ J. SHEA BULLARD Print Name: J. Shea Bullard Date of Execution: 12/19/00 CONSENT SARA LEE KNIT PRODUCTS, A DIVISION OF SARA LEE CORPORATION, a Delaware corporation, hereby consents to the foregoing Second Lease Renewal and Modification Agreement and to the prior modifications of the Lease as therein described. Witnesses: SARA LEE KNIT PRODUCTS, A DIVISION OF SARA LEE CORPORATION, a Delaware corporation /S/ RICHARD DISSOSWAY Print Name: Richard Dissosway By: /S/ CLAUDE PRUITT Name: Claude Pruitt /S/ JOHN HAIRE Title: V.P. Manufacturing Print Name: John Haire EX-10 3 0003.txt 5 ORL1\REALEST\355772.3 20959/0001 GWJ yj 12/19/00 3:33 PM Second Floor Space FOURTH LEASE RENEWAL AND MODIFICATION AGREEMENT THIS FOURTH LEASE RENEWAL AND MODIFICATION AGREEMENT (the "Agreement") is made and entered into effective as of December 31, 2000 (the "Effective Date"), by and between JACKSONVILLE HOLDINGS, INC., a Florida corporation ("Landlord"), and LANEY & DUKE TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation ("Tenant"). W I T N E S S E T H: WHEREAS, Jacksonville Center, Inc., a Florida corporation ("JCI"), and Tenant entered into that certain Warehouse Space Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to which JCI leased to Tenant and Tenant leased from JCI certain Leased Premises (herein so called) consisting of approximately 198,144 square feet of space designated as Sections 2.6 and 2.8 located on the second floor of the building (the "Building") included in the facility known as One Imeson Center (the "Property"), located at One Imeson Park Boulevard, Building 100, Jacksonville, Florida 32210; WHEREAS, the Lease was subsequently modified to include in the Leased Premises Sections 2.3, 2.4, 2.5 and 2.7 of the Building; WHEREAS, the Lease was further modified (i) pursuant to the terms of that certain Lease Renewal and Modification Agreement dated January 1, 1996, by and between JCI and Tenant (the "1996 Lease Amendment"), and (ii) pursuant to which the terms of that certain Amendment to Lease dated January 1, 1997, by and between JCI and Tenant (the "January, 1997 Lease Amendment"); WHEREAS, the 1996 Lease Amendment provided that during the period commencing January 1, 1996 and terminating December 31, 1996, Tenant had the right to lease the entirety of either or both of Sections 2.1 and 2.8 of the Building (the "Additional Space") under the terms and conditions set forth therein, and Tenant exercised its right (i) to Section 2.8 on January 15, 1996, and occupied Section 2.8 from that date through December 31, 1996, and (ii) to Section 2.1 on March 1, 1996, and occupied Section 2.1 from that date through December 31, 1996; WHEREAS, on October 1, 1996, Tenant exercised its three (3) year renewal option for the Leased Premises, as provided in Section 2.2 of the Lease, as modified by the 1996 Lease Amendment, and as a result of Tenant's exercise of such option right, the term of the Lease was extended through December 31, 2000; WHEREAS, pursuant to the terms of the January, 1997 Lease Amendment, JCI terminated the Lease as to Section 2.8 in the Building only, effective as of March 31, 1997; WHEREAS, the Lease was further modified and amended by that certain Amendment to Lease dated effective as of March 1, 1997, to include in the Leased Premises Section 2.1 of the Building; WHEREAS, Landlord is JCI's successor-in-title to the Building and the Property and has succeeded to the interests of JCI as landlord under the Lease; WHEREAS, Landlord and Tenant desire to extend the term of the Lease and to further modify and amend certain of the terms and provisions of the Lease, all as herein provided; NOW, THEREFORE, for and in consideration of the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into the text of this Agreement. 2. Definitions. All capitalized terms in this Agreement shall have the same definitions as provided in the Lease except as may otherwise be provided herein 3. Leased Premises. Notwithstanding anything contained in the Lease to the contrary, Landlord shall have the right, upon sixty (60) days' written notice to Tenant, to terminate the Lease as to Section 2.6 in the Building only, and within sixty (60) days of receipt of such termination notice, Tenant shall vacate and surrender to Landlord Section 2.6 in accordance with Section 5.6 of the Lease. In the event of Landlord's exercise of such termination option as to Section 2.6 and Tenant's timely and proper vacation and surrender of Section 2.6 and payment of all Base Rent and all Additional Rent and other charges under the Lease applicable to Section 2.6 through the date of termination, Base Rent and all additional rent and other charges payable under the Lease shall be reduced proportionately based on the 99,446 square foot area of Section 2.6. 4. Extension of Base Term. The base term of the Lease as provided in Section 2.1 of the Lease, as previously extended, is hereby further extended for a period of twelve (12) months commencing on January 1, 2001, and ending on December 31, 2001 (the "Extended Base Term"), on the terms and conditions set forth in the Lease, as herein modified and amended. 5. Base Rent. During the Extended Base Term Tenant hereby covenants and agrees to pay (i) Base Rent of $113,119.83 per month for each and every month during the Extended Base Term. Each such installment of Base Rent shall be payable in advance commencing on January 1, 2001, and continuing thereafter on the first day of each calendar month through and including December 1, 2001, in lawful United States currency, together with any and all sales or use taxes levied upon the use or occupancy of the Leased Premises, and (ii) any Additional Rent or other charges payable under the Lease, as herein modified and amended. 6. No Option to Renew. Tenant acknowledges and agrees that it has no option or other right to renew or extend the term of the Lease beyond the Extended Base Term. 7. Maintenance and Repair. Tenant hereby acknowledges that, to comply with its obligations under Sections 5.4 and 5.6 of the Lease, Tenant must cause certain repairs to be made to the Leased Premises. Without limiting the rights and remedies of Landlord in the event of Tenant's failure to make such repairs, Landlord shall notify Tenant of the date and time reasonably designated by Landlord during which Landlord shall inspect the Leased Premises as it exists on the Effective Date to identify all items of damage and/or improper maintenance for which Tenant is responsible. Tenant shall permit Landlord to inspect the Leased Premises for such purposes, and upon completion of such inspection, Landlord shall provide Tenant with a list of all items requiring repair and/or replacement at that time. Upon Landlord's identification of such items, Landlord shall be authorized to make all listed repairs and/or replacements at Tenant's expense, using a reputable contractor selected by Landlord. As such items are repaired and/or replaced, and/or upon completion of such repairs and/or replacements, Landlord shall deliver to Tenant one or more invoices for the cost of such work, which cost shall be deemed to be Additional Rent under the Lease, and Tenant shall pay each and every invoice in full within fifteen (15) days of receipt. Landlord and Tenant shall also follow the foregoing procedure as to Section 2.6 in the Building in the event of Landlord's exercise of the termination option as provided in paragraph 3 above. Landlord shall notify Tenant of the date and time of a further joint inspection of the Leased Premises approximately ninety (90) days prior to the end of the Extended Base Term. Tenant shall permit Landlord to inspect the Leased Premises for such purposes, and upon completion of such inspection, Landlord shall provide Tenant with a list of all additional items requiring repair and/or replacement at that time. Upon Landlord's identification of such items, Landlord shall obtain and deliver to Tenant an estimate from a reputable contractor selected by Landlord of the cost of the repairs and/or replacements necessary to address such items or otherwise arrange to accomplish such repairs and/or replacements in a manner satisfactory to Landlord and at Tenant's sole cost and expense. Within fifteen (15) days after receipt of such estimate or the completion of such arrangements, Tenant shall deposit with Broad and Cassel, as escrowee, one hundred twenty percent (120%) of the amount of such estimate and/or arrangements, and the escrowee shall be entitled to disburse to Landlord, upon receipt of invoices for items of such work, with the balance, if any, of the escrowed funds to be returned to Tenant upon completion of such work. Nothing in this paragraph 7 shall be deemed to relieve Tenant of any of its duties and obligations under the Lease, including without limitation those set forth in Sections 5.4 and 5.6, and nothing in this paragraph 7 shall be deemed to limit Landlord's remedies in the event of Tenant's default under the Lease. 8. Landlord's Obligations. Tenant hereby acknowledges and agrees that all of Landlord's obligations accruing as of the Effective Date of this Agreement have been fully and properly fulfilled, including without limitation those set forth in Section 5.3 of the Lease. 9. Landlord's Address. For purposes of Section 10.6 of the Lease, Landlord's address is hereby modified and amended as follows: Jacksonville Holdings, Inc. c/o Excal Enterprises, Inc. 100 North Tampa Street Suite 3575 Tampa, Florida 33602 10. No Further Amendment. Except as specifically set forth in this Agreement, the Lease shall remain unaltered and in full force and effect. IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the date set forth above. Witnesses: LANDLORD: JACKSONVILLE HOLDINGS, INC., a Florida corporation /S/ SHARON L. BRECHUE By: /S/ W. ARIS NEWTON Print Name: Sharon L. Brechue Name: W. Aris Newton Title: President Print Name: Date of Execution: 1/11/01 TENANT: LANEY & DUKE TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation /S/ CONSTANCE H. OWENS By: /S/ THOMAS A. DUKE Print Name: Constance H. Owens Name: Thomas A. Duke Title: President /S/ J. SHEA BULLARD Print Name: J. Shea Bullard Date of Execution: 12/19/00 CONSENT SARA LEE KNIT PRODUCTS, A DIVISION OF SARA LEE CORPORATION, a Delaware corporation, hereby consents to the foregoing Second Lease Renewal and Modification Agreement and to the prior modifications of the Lease as therein described. Witnesses: SARA LEE KNIT PRODUCTS, A DIVISION OF SARA LEE CORPORATION, a Delaware corporation /S/ RICHARD DISSOSWAY Print Name: Richard Dissosway By: /S/ CLAUDE PRUITT Name: Claude Pruitt /S/ JOHN HAIRE Title: V.P. Manufacturing Print Name: John Haire -----END PRIVACY-ENHANCED MESSAGE-----