UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[X] Definitive Information Statement
[ ] Confidential For Use of the Commission Only
(as Permitted by Rule 14c-5(d)(2))
THE INTERGROUP CORPORATION
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(Name of Registrant as Specified In Its Charter)
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THE INTERGROUP CORPORATION
820 MORAGA DRIVE
LOS ANGELES, CALIFORNIA 90049
(310) 889-2500
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY THE WRITTEN CONSENT
OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING VOTING STOCK OF THE INTERGROUP
CORPORATION. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
This Information Statement will be mailed or about June 28, 2007, to
holders of record of the common stock, $0.01 par value ("Common Stock") of The
InterGroup Corporation, a Delaware corporation ("we" or the "Company"), as of
May 30, 2007 (the "Record Date") in order to comply with the requirements of
Section 14(c) of the Securities Exchange Act of 1934 and Regulation 14(c) under
the Exchange Act.
The purpose of this Information Statement is to inform all stockholders of
actions taken to amend our Certificate of Incorporation providing for: (i) a
reduction in the total number of shares of stock that we are authorized to
issue from 9,000,000 shares to 4,100,000 shares; (ii) the elimination of Class
A Common Stock as a class of stock that we authorized to issue; and (iii) a
reduction in the number of shares of Preferred Stock that we are authorized to
issue from 2,500,000 shares to 100,000 shares.
MATTERS REGARDING COMMON STOCK AND STOCKHOLDER APPROVAL
As of the Record Date of May 30, 2007, we had 2,351,027 shares of our
Common Stock issued and outstanding. Each share of Common Stock entitles its
holder to one vote on each matter submitted to stockholders. There are no
shares of Class A Common Stock or Preferred Stock issued or outstanding.
Our Board of Directors has unanimously approved the amendments to the
Certificate of Incorporation and the holders of 1,547,836 shares (65.8%) of our
Common Stock have executed written consents in favor of the amendments. Such
approval and consent are sufficient under Section 228 of the Delaware General
Corporation Law, which we refer to as the "DGCL", to approve the amendments.
The amendments will not become effective until a certificate of amendment
is filed with the Delaware Secretary of State. That corporate action will not
take place until at least 21 days after the mailing of this Information
Statement to stockholders.
Pursuant to Section 228(e) of the DGCL, we are required to provide prompt
notice of the taking of the corporate action without a meeting to the
stockholders who have not consented in writing to such action, and who, if the
action had been taken at a meeting, would have been entitled to notice of the
meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of the stockholders to take action were
delivered to The InterGroup Corporation. This Information Statement is
intended to provide such notice.
INTERESTS OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director or executive
officer or any other person has any substantial interest, direct or indirect,
by security holdings or otherwise, in the amendments to our Certificate of
Incorporation.
DISSENTERS' RIGHTS OF APPRAISAL
There are no applicable dissenter's rights of appraisal in connection with the
amendments of our Certificate of Incorporation.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
General
Our Amended and Restated Certificate of Incorporation (as currently in
effect) provides that the total number of shares of stock which The InterGroup
Corporation shall have the authority to issue is nine million (9,000,000)
shares, of which four million (4,000,000) shares shall be Common Stock, $0.01
par value per share, two million five hundred thousand (2,500,000) shares shall
be Class A Common Stock, $0.01 par value, and two million five hundred thousand
(2,500,000) shares shall be Preferred Stock, $0.01 par value per share. The
amendments that were approved, will reduce the total number of shares of stock
that can be issued to four million one hundred thousand (4,100,000), of which
4,000,000 shares will be Common Stock, $0.01 par value, and 100,000 shares will
be Preferred Stock, $0.01 par value. The text of the Certificate of Amendment
of Certificate of Incorporation is attached as Appendix A to this Information
Statement.
Reasons for the Amendments to Certificate of Incorporation
The State of Delaware computes and imposes annual franchise taxes on
Delaware corporations based on the total number of authorized shares of the
capital stock of the corporation. We have no Class A Common Stock or Preferred
Stock issued or outstanding. We have never issued any shares of Class A Common
Stock and we have no present or future plans to issue Class A Common Stock. We
have also not issued any shares of Preferred Stock and have no present plans to
issue shares of Preferred Stock. We believe that amendments to our Certificate
of Incorporation that eliminate the authority to issue Class A Common Stock and
reduce the number of authorized shares of Preferred Stock to 100,000 are
desirable since they will reduce our franchise tax liability without having a
material impact on our corporate flexibility.
Impact of Amendments on Common Stockholders
The amendments to our Certificate of Incorporation will not have any impact on
the rights of the holders of our Common Stock. There will be no change in the
authorized number of shares of Common Stock, no change in stockholder
percentage voting power and no dilutive effect on earnings per share. By
eliminating our Class A Common Stock and by reducing the authorized number of
shares of Preferred Stock, the amendments also lessen the potential for
possible dilution in the future.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 30, 2007, certain information
with respect to the beneficial ownership of our Common Stock owned by (i) those
persons or groups known by us to own more than five percent of the outstanding
shares of Common Stock, (ii) each Director and Executive Officer, and (iii) all
Directors and Executive Officers as a group.
Name and Address of Amount and Nature
Beneficial Owner (1) of Beneficial Owner(2) Percentage(3)
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John V. Winfield 1,613,953(4) 62.6%
Josef A. Grunwald 126,861(3) 5.3%
William J. Nance 77,697(3) 3.3%
Gary N. Jacobs 29,775(3)(5) 1.2%
John C. Love 26,400(3) 1.1%
David C. Gonzalez 24,000(6) 1.0%
Michael G. Zybala 0 *
David T. Nguyen 0 *
All Directors and
Executive Officers as a
Group (9 persons) 1,898,686 70.3%
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* Ownership does not exceed 1%.
(1) Unless otherwise indicated, the address for the persons listed is
820 Moraga Drive, Los Angeles, CA 90049.
(2) Unless otherwise indicated and subject to applicable community property
laws, each person has sole voting and investment power with respect to the
shares beneficially owned.
(3) Percentages are calculated on the basis of 2,351,027 shares of Common Stock
outstanding at May 30, 2007, plus any securities that person has the right to
acquire within 60 days pursuant to options, warrants, conversion privileges or
other rights. The following options are included in director's shares: Josef
A. Grunwald-32,400; William J. Nance-32,400; Gary N. Jacobs-26,400; John C.
Love-26,400.
(4) Includes 225,000 shares of which Mr. Winfield has the right to acquire
pursuant to options
(5) Other than his options, all shares of Mr. Jacobs are held by the Gary and
Robin Jacobs Family Trust.
(6) Includes 8,250 shares of which Mr. Gonzalez has the right to acquire
pursuant to options.
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COSTS AND MAILING
We will pay all costs associated with the distribution of this Information
Statement, including the costs of printing and mailing. We have asked or will
ask brokers and other custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of the common stock held of
record by such persons and will reimburse such persons for out-of-pocket
expenses incurred in forwarding such material.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, we
file reports and other information with the Securities and Exchange Commission
("SEC") relating to our business, financial condition and other matters. Such
reports and other information may be inspected at the public reference facility
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the
SEC's regional offices in Chicago, Illinois and New York, New York. Copies of
such material can also be obtained from the Public Reference Room of the SEC in
Washington, D.C. at prescribed rates. You may obtain information on the
operations of the SEC's public reference room in Washington, D.C. and its
regional offices by calling the SEC at 1-800-SEC-0330. The SEC also maintains
an Internet site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.
June 27, 2007 By Resolution of the Board of Directors
THE INTERGROUP CORPORATION
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APPENDIX A
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
THE INTERGROUP CORPORATION
THE INTERGROUP CORPORATION, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
Company"), does hereby certify:
FIRST: That pursuant to unanimous written consent of the Board of
Directors of the Company, resolutions were duly adopted setting forth a
proposed amendment of the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), declaring said amendment to be advisable
and providing that the amendment be presented to the stockholders for
consideration and action by written consent. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Company's Certificate of Incorporation be amended by
changing Article "FOURTH" thereof so that, as amended, said Article shall be
and read as follows:
FOURTH
"The total number of shares of stock which the Corporation
shall have the authority to issue is Four Million One
Hundred Thousand (4,100,000) shares, of which Four Million
(4,000,000) shares shall be Common Stock, $0.01 par value
per share, and One Hundred Thousand (100,000) shares shall
be Preferred Stock, $0.01 par value per share.
The Board of Directors shall have authority to fix from time
to time by resolution or resolutions the designations, voting
powers, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations and
restrictions thereof, in respect of the number of shares of
any series of Preferred Stock. Subject to the protective
conditions and restrictions of any outstanding Preferred
Stock, any amendment to this Certificate of Incorporation
which increases or decreases the authorized capital stock of
any class or classes may be adopted by the affirmative vote
of the holders of a majority of the outstanding shares of
the voting stock of the corporation."
SECOND: That thereafter, in accordance with Section 228 of the General
Corporation Law of the State of Delaware, the necessary number of shares as
required by the statute were voted in favor of the amendment by written
shareholder consent.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, THE INTERGROUP CORPORATION has duly caused this
certificate to be signed this ___day of July, 2007.
THE INTERGROUP CORPORATION
By:___________________________
John V. Winfield
President and Chairman of the Board
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