SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE INTERGROUP CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE INTERGROUP CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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: ___
(4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fees is calculated and state how it
was determined.
[X ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(3) 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: $125.00 with preliminary materials.
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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THE INTERGROUP CORPORATION
2121 AVENUE OF THE STARS, SUITE 2020
LOS ANGELES, CALIFORNIA 90067
(310) 556-1999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 5, 1995
To the Shareholders of The Intergroup Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The
Intergroup Corporation (the "Corporation") will be held in the Park Hyatt
Hotel, 2151 Avenue of the Stars, Century City, California, on December 5, 1995
at 3:00 P.M. for the following purposes:
(1) to elect two Class B Directors to serve until the 1998 Annual Meeting and
until their successors shall have been duly elected and qualified;
(2) to consider and act upon a proposed amendment to the Corporation's
Certificate of Incorporation that would increase the authorized number of
shares of Preferred Stock from 100,000 to 2,500,000, increase the authorized
number of shares of Common Stock from 1,500,000 to 4,000,000, and divide the
Common Stock into two series designated Class A Common Stock, consisting of
the existing Common Stock, and Class B Common Stock, which would be identical
to the Class A Common Stock, except that it would have one-tenth vote per share;
(3) to ratify the retention of Price Waterhouse as independent public
accountants for the Corporation; and
(4) to transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Only Shareholders of record at the close of business on October 20, 1995 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
Your proxy is important whether you own a few or many shares. Please check
the appropriate boxes in the enclosed proxy and sign, date and mail it today
in the accompanying self-addressed postage-paid envelope. Return the proxy
even if you plan to attend the meeting. You may always revoke your proxy and
vote in person.
Dated: October 24, 1995
By order of the Board of Directors,
/s/ Howard A. Jaffe
Howard A. Jaffe, Secretary
<PAGE>
THE INTERGROUP CORPORATION
2121 AVENUE OF THE STARS, SUITE 2020
LOS ANGELES, CALIFORNIA 90067
(310) 556-1999
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 5, 1995
This Proxy Statement is furnished by the Board of Directors (the "Board") of
The Intergroup Corporation (the "Corporation"), a corporation formed under the
laws of the State of Delaware, in connection with the solicitation of proxies
for use at the Annual Meeting of Shareholders (the "Annual Meeting") to be
held on December 5, 1995 or at any adjournment or adjournments thereof. At
such meeting, the Shareholders will consider and act on the proposals
enumerated in the foregoing Notice of Meeting. Only Shareholders of record at
the close of business on October 20, 1995 are entitled to notice of, and to
vote, at the Annual Meeting.
Each shareholder is entitled to cast, in person or by proxy, one vote for each
share held of record at the close of business on October 20, 1995. As of
September 30, 1995 there were outstanding 817,849 shares of common stock, par
value $.01 per share (the "Common Stock"), the only outstanding voting
security of the Corporation. The shares were held of record by approximately
1,554 Shareholders as of September 30, 1995.
The Annual Meeting will address business pertaining to the fiscal year ended
June 30, 1995 (the "1995 Fiscal Year"). The proxies named in the accompanying
Form of Proxy will vote the shares represented thereby if the proxy appears to
be valid on its face, and where specification is indicated as provided in such
proxy, the shares represented will be voted in accordance with such
specification. If no specification is made, the shares represented by proxies
in the form solicited will be voted (1) to elect the two Board nominees for
Class B Directors for a three-year term expiring at the 1998 Annual Meeting of
Shareholders; (2) for the proposed amendment to the Corporation's Certificate
of Incorporation; and (3) for the ratification of the retention of Price
Waterhouse as the Corporation's independent public accountants for the fiscal
year ending June 30, 1996. A Shareholder may revoke his or her Proxy at any
time before it is exercised by filing with the Secretary of the Corporation at
its principal executive offices in Los Angeles, California a written notice of
revocation or a duly executed Proxy bearing a later date, or by appearing in
person at the Annual Meeting and expressing a desire to vote his or her shares
in person.
This Proxy Statement and the accompanying Proxy were first sent or given to
the Shareholders on or about October 24, 1995.
<PAGE>
PROPOSAL I
Election of Class B Directors
The Corporation's Certificate of Incorporation provides that the Board of
Directors shall consist of not more than nine nor less than five members. The
exact number of Directors, presently five, is fixed by the Board prior to each
year's Annual Meeting of Shareholders. The Board is divided into three
staggered classes, each class having not less than one nor more than three
members. Each Director is elected to serve for a three-year term, and until
the election and qualification of his or her successor. When vacancies on the
Board occur, due to resignation or otherwise, the Directors then in office may
continue to exercise the powers of the Directors and a majority of such
directors may select a new Director to fill the vacancy. Any Director may
resign at any time. Any Director may be removed by the vote of, or written
consent of, the holders of a majority of the shares of Common Stock
outstanding at a special meeting called for the purpose of removal or to
ratify the recommendation of a majority of the Directors that such Director be
removed.
The terms of the Class B Directors expire at the Annual Meeting. The Board
proposes Messrs. Howard A. Jaffe and William J. Nance as Class B Directors to
serve until the 1998 Annual Meeting and until the election and qualification
of their respective successors. The Board of Directors has been informed that
each of the nominees has consented to being named as a nominee and is willing
to serve as a Director if elected. However, if any nominee should be unable,
or declines to serve, it is intended that the proxies will be voted for such
other person as the proxies shall, in their discretion, designate. Unless
otherwise directed in the accompanying Proxy, the person's name therein will
vote FOR the election of these two nominees.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Corporation:
Position with
Name the Corporation Age Term to Expire
Class A Directors
John V. Winfield (1)(4)(5) Chairman of the 49 1997 Annual Meeting
Board; President and
Chief Executive Officer
Josef A. Grunwald (2)(3)(5) Director 47 1997 Annual Meeting
Class B Directors
Howard A. Jaffe (1)(4) Vice Chairman of 53 1995 Annual Meeting
the Board; Chief Operating
Officer and Secretary
William J. Nance (1)(2)(3)(4) Treasurer and 51 1995 Annual Meeting
Director
Class C Director
Mildred Bond Roxborough Director 68 1996 Annual Meeting
(1)(3)(4)
Other Executive Officers
Gregory C. McPherson Executive Vice 36 N/A
President; Assistant
Secretary and Assistant
Treasurer
Keith R. Schrupp Vice President of 50 N/A
______________ Finance
<PAGE>
(1) Member of the Executive Committee
(2) Member of the Administrative and Compensation Committee
(3) Member of the Audit and Finance Committee
(4) Member of the Real Estate Investment Committee
(5) Member of the Nominating Committee
Business Experience
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Corporation are as
follows:
John V. Winfield -- Mr. Winfield was first appointed to the Board in 1982. He
currently serves as the Corporation's Chairman of the Board, President and
Chief Executive Officer, having first been appointed as such in 1987. Mr.
Winfield also serves as Director and Vice President of Santa Fe Financial
Corporation and as Director of Pacific Gateway Properties, Inc.
Josef A. Grunwald -- Mr. Grunwald is an industrial, commercial and residential
real estate developer. He serves as Chairman of PDG N.V. (Belgium), a hotel
management company, and President of I.B.E. Services S.A. (Belgium), an
international trading company. Mr. Grunwald was first elected to the Board in
1987.
Howard A. Jaffe -- Mr. Jaffe joined the Corporation in June 1994 as Chief
Operating Officer. Mr. Jaffe was a partner in the law firm of Dorsey &
Whitney from January 1988 to May 1994. Prior to that, he was a partner in the
law firm of Delson & Gordon. Mr. Jaffe was first elected to the Board in 1987
and was elected Vice Chairman of the Board in 1994. He has also served as
Secretary of the Corporation since 1987.
William J. Nance -- Mr. Nance is a Certified Public Accountant and private
consultant to the real estate and banking industries. He also serves as
President of Century Plaza Printers, Inc. Mr. Nance was first elected to the
Board in 1984. He was appointed Treasurer, Chief Operating Officer and Chief
Financial Officer in 1987. Mr. Nance resigned as Chief Operating Officer and
Chief Financial Officer in January 1990 but continues to serve as Treasurer.
Mildred Bond Roxborough -- Ms. Roxborough has been a director of Development
and Special Programs of the National Association for the Advancement of
Colored People (NAACP) since 1986. Her responsibilities include planning and
implementing fundraising programs to support the national programs and
developing and overseeing Special Programs on national issues. Ms. Roxborough
was first appointed to the Board in 1984 and served as its Vice Chairman from
1987 through 1994. Ms. Roxborough also serves as Vice Chairman of the Board
of Directors of the National United Service Agencies Federation; Corporate
Secretary of Morningside Heights Housing Corporation; Member of the Board of
Directors of Health and Retirement Service; and Member of the Nominating
Committee of the New York Civil Liberties Union.
Gregory C. McPherson -- Mr. McPherson joined the Corporation in March 1993.
Mr. McPherson was a private financial and strategic advisor from January 1992
to March 1993 to companies in various industries. From July 1989 to December
1991, Mr. McPherson served as Vice President in the Investment Banking and
Corporate Finance Department of Kemper Securities Group, Inc. From September
1987 to June 1989, Mr. McPherson attended the Harvard Business School where he
received his M.B.A. and during that time was with Prudential Bache Capital
Funding in their Mergers & Acquisitions and Financial Restructuring Group.
For the seven years prior to attending the Harvard Business School, Mr.
McPherson was a manager at the public accounting firm of Price Waterhouse.
Mr. McPherson is a Certified Public Accountant.
<PAGE>
Keith R. Schrupp -- Mr. Schrupp joined the Corporation in October 1993. Mr.
Schrupp was Chief Financial Officer of Rail Terminal Systems from February to
October 1993. From November 1991 to January 1993, Mr. Schrupp served as Chief
Financial Officer of Continental Development Corporation. From July 1981 to
October 1991, Mr. Schrupp served as Chief Financial Officer and Treasurer of
the real estate development and management subsidiaries of CalFed, Inc. From
June 1968 to June 1981, Mr. Schrupp was an audit manager at the public
accounting firm of DeLoitte Haskins & Sells. Mr. Schrupp is a Certified
Public Accountant.
Committees
The Corporation has an Executive Committee which meets in lieu of the Board
upon the request of the Chairman of the Committee. Mr. Winfield is Chairman
of the Executive Committee. The Committee held six meetings during the 1995
Fiscal Year.
Mr. Nance serves as Chairman of the Corporation's Administrative and
Compensation Committee, which administers the Phantom Stock Program (defined
below) and reviews executive salaries. This committee held no meetings during
the 1995 Fiscal Year.
The Audit and Finance Committee is chaired by Mr. Nance. It held five
meetings during the 1995 Fiscal Year. This committee meets with the
Corporation's personnel and with representatives of the Corporation's
independent public accountants to review internal auditing procedures and
matters relating to the annual audit of the Corporation's financial
statements, and recommends to the Board the appointment of the independent
certified public accountants.
The Corporation has a Real Estate Investment Committee which is chaired by Ms.
Roxborough. This committee held five meetings during the 1995 Fiscal Year.
The Real Estate Investment Committee reviews potential acquisitions and
dispositions of property.
The Corporation's Nominating Committee is chaired by Mr. Grunwald. The
committee held four meetings during the 1995 Fiscal Year. The Nominating
Committee selects nominees for election or re-election of directors and
officers.
The Board held twenty meetings during the 1995 Fiscal Year. No Director
attended (whether in person, telephonically, or by written consent) less than
75% of all meetings held during the period of time he or she served as
Director during the 1995 Fiscal Year. No Director attended less than 75% of
all meetings of committees on which he or she served.
<PAGE>
EXECUTIVE COMPENSATION
Executive Officers Compensation
The following table sets forth on an accrual basis all direct remuneration
paid by the Corporation to the Executive Officers of the Corporation and of a
subsidiary of the Corporation for services rendered for the 1995 Fiscal Year,
the 1994 Fiscal Year and the 1993 Fiscal Year, whose aggregate direct
remuneration exceeded $100,000 in the 1995 Fiscal Year. Estimated annual
benefits upon retirement will include allocations under the ESOP (defined
below). Such benefits are not currently determinable because the plan is
voluntary and employee contributions and allocations under the plan are
discretionary. There are currently no employment contracts with the Executive
Officers. No Long-Term Compensation Awards or Payouts were made, and no
Options or Stock Appreciation Rights ("SARs") were granted, during the 1995
Fiscal Year, 1994 Fiscal Year or 1993 Fiscal Year.
Other Annual
Name and Principal Position Year Salary Bonus Compensation
John V. Winfield 1995 $204,156 $56,114 (1)
Chairman; President 1994 $204,156 $47,459 (1)
and Chief Executive Officer 1993 $221,169 $59,106 (1)
Howard A. Jaffe (2) 1995 $300,000
Vice Chairman; Chief 1994 $37,500
Operating Officer and Secretary
Gregory C. McPherson (3) 1995 $172,704 $50,000
Executive Vice President; 1994 $148,740 $40,000
Assistant Secretary and 1993 $38,907
Assistant Treasurer
Keith R. Schrupp (4) 1995 $101,500 $1,500
Vice President of Finance 1994 $71,018 $1,000
(1) Includes an auto allowance and imputed interest of approximately $43,000
each year on a note due the Corporation. See Note 8 of Notes to Consolidated
Financial Statements for the 1995 Fiscal Year for further information
regarding the note receivable from Mr. Winfield.
(2) Mr. Jaffe joined the Corporation in June 1994.
(3) Mr. McPherson joined the Corporation in March 1993.
(4) Mr. Schrupp joined the Corporation in October 1993.
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth information concerning stock options held by all
Executive Officers named in the Compensation Table as of June 30, 1995. No
SARs are outstanding. Value of
Number of Unexercised
Securities In-the-Money
underlying options/SARs
unexercised at fiscal
Shares options/SARs at year end
Acquired fiscal year end Exercisable/
on Value Exercisable/ Unexercisable
Name Exercise Realized Unexercisable (1)
John V. Winfield - - 125,000 / 0 $3,937,500/$0
(1) Based on the closing trading price of the Common Stock on The NASDAQ
Stock Market on June 30, 1995 of $43.00 per share.
Employee Stock Ownership Plan and Trust ("ESOP")
In April 1986, the Corporation established an Employee Stock Ownership Plan
and Trust ("ESOP"), effective July 1, 1985, which enabled eligible employees
to receive an ownership interest in Common Stock. The Corporation did not
make ESOP contributions during the 1995 Fiscal Year.
Phantom Stock Program
The Corporation maintains a "phantom" stock program which provides for the
issuance of up to 40,000 units with each unit being equivalent to one share of
Common Stock. Participants in the program are credited with the incremental
value in shares of Common Stock and dividend equivalents over a five-year
period from the date of award. One-fifth of such credits in each
participant's account vest on the first anniversary date of the award and an
additional one-fifth vest on each of the next four anniversary dates. No
units were granted in the 1995 Fiscal Year, and as of June 30, 1995, no units
were outstanding.
Stock Incentive Plan
In 1987, the Board approved a Stock Incentive Plan providing for the issuance
of up to 125,000 shares of Common Stock pursuant to the exercise of stock
options granted under the plan. The plan also provides for the issuance of
SARs which may be granted in connection with or without relation to the stock
options. The plan was approved by the Corporation's Shareholders in 1988. In
conjunction with the Stock Incentive Plan, the Board approved the grant of an
option to the Corporation's president for the purchase of 125,000 shares of
Common Stock at an exercise price of $11.50. This action was also approved by
the Shareholders in 1988. No options or SARs were granted under this plan in
Fiscal 1995. As of June 30, 1995, no options or SARs had been exercised and
options to purchase 125,000 shares of Common Stock remain outstanding.
Compensation of Directors
The Corporation's arrangements for compensation of Directors is as follows:
the Chairman of the Board of Directors is eligible to receive $9,000 per
annum; each other Director is eligible to receive a fee of $4,000 per annum
and a fee of $300 for each Board or committee meeting attended; and each
Director who is a chairman of a committee of the Board of Directors is
eligible to receive $350 for each committee meeting which he or she chairs.
The Directors who are also Executive Officers do not receive any fee for
attending either meetings of the Board or of any Board Committee.
Except for the foregoing, there are no other arrangements for compensation of
Directors and there are no employment contracts between the Company and its
Directors.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1995, certain information
with respect to the beneficial ownership of Common Stock owned by: (i) those
persons or groups known by the Corporation to own more than five percent of
the outstanding shares of Common Stock; (ii) each Director, nominee for
Director and Executive Officer; and (iii) all Directors and Executive
Officers as a group.
Name and Address of Amount and Nature
Beneficial Owner of Beneficial Owner (1) Percentage(2)
John V. Winfield 400,421(3) 42.5%
2121 Avenue of the Stars
Los Angeles, CA 90067
Josef A. Grunwald 32,465 3.4%
Howard A. Jaffe 4,908(4) *
William J. Nance 17,000 1.8%
Mildred Bond Roxborough 1,045 *
Gregory C. McPherson 3,091(5) *
Keith R. Schrupp 326(6) *
All Directors and Executive 459,256 48.7%
Officers as a Group (7 persons)
______________________
* Ownership does not exceed 1%.
(1) 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.
(2) Percentages are calculated on the basis of the number of shares of Common
Stock outstanding on September 30, 1995, plus the number of shares subject
to immediately exercisable options held by the person or group.
(3) Includes 125,000 shares which may be acquired upon exercise of options and
12,921 shares allocated to Mr. Winfield under the ESOP. Does not include an
additional 8,387 shares held by the ESOP with respect to which Mr. Winfield,
as trustee, would have the power to vote if voting instructions are not
provided by the participants on a timely basis.
(4) Includes 300 shares held by Mr. Jaffe's spouse, in trust for Mr. Jaffe's
children pursuant to the provisions of the Uniform Gift to Minors Act
enacted under the laws of the State of Connecticut, beneficial interest in
which is disclaimed, and 208 shares allocated to Mr. Jaffe under the ESOP.
(5) Includes 691 shares allocated to Mr. McPherson under the ESOP.
(6) Represents shares allocated to Mr. Schrupp under the ESOP.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the Fiscal 1994, the Corporation was provided legal services by the
firm of Dorsey & Whitney, of which Mr. Jaffe, Director and Secretary of the
Corporation, was a partner through May 1994. Fees for these services
aggregated approximately $204,000 during the year ended June 30, 1994.
In 1986, Mr. Winfield exercised an option to purchase 125,000 shares of Common
Stock in exchange for cash and a note due in the amount of $1,085,937. The
note bears interest at the rate of one-half the average prime rate, as
established by Chase Manhattan Bank, N.A., and is due on March 3, 1996. The
balance of the note receivable and accrued interest receivable, net of
amortized discount, was $793,894 at June 30, 1995.
PROPOSAL II
Proposed Amendment to the Corporation's Certificate of Incorporation
The Board has approved an amendment (the "Amendment") to the Corporation's
Certificate of Incorporation which would increase the number of authorized
Preferred Stock from 100,000 shares to 2,500,000 shares, increase the number
of authorized shares of Common Stock from 1,500,000 shares to 4,000,000
shares and divide the Common Stock into two series consisting of 1,500,000
shares of Class A Common Stock and 2,500,000 shares of Class B Common Stock.
The Class A Common Stock and the Class B Common Stock would have identical
rights, preferences and privileges, except that the Class B Common Stock would
have one-tenth of a vote per share. The text of the Amendment is set forth as
Exhibit A to this Proxy Statement and the foregoing summary is qualified in
its entirety by reference to the text.
The Amendment would have no effect on the rights, preferences or privileges of
the existing Common Stock except that upon filing of the Amendment, the
existing Common Stock would be reconstituted as Class A Common Stock. The
Corporation has no outstanding Preferred Stock.
The Board has proposed the Amendment to assure an adequate supply of
authorized but unissued shares for general corporate needs, such as the
issuance of shares to raise additional capital or financing the acquisition of
other businesses or properties. As of September 30, 1995, there were 682,151
shares available for issuance (including 660,475 shares presently held as
treasury stock). The Board believes that by issuing shares with lesser voting
rights (the Class B Common Stock), the Corporation could obtain capital or
acquire businesses or properties with a significantly lesser diminution in the
voting power of the existing holders of the Common Stock. The Corporation has
no present plans or arrangements relating to the issuance of any shares of
Common Stock, including the Class B Common Stock, or Preferred Stock.
In considering the Amendment, Shareholders should consider the following
effects upon the rights of holders of the Corporation's existing Common Stock:
(a) dilution of the voting power of the existing Common Stock depending upon
the number of shares of Preferred Stock and/or Class B Common Stock issued
(although issuance of Class B Common Stock would be significantly less
dilutive of the voting power of existing shareholders than would the issuance
of existing Common Stock); (b) the dilution of the rights of holders of Common
Stock to share in the Corporations assets upon liquidation; and (c)
reduction of the amount otherwise available for payment of dividends on the
existing Common Stock, to the extent dividends are payable on any issued
shares of Preferred Stock and/or Class B Common Stock (although the
Corporation has not declared a cash dividend on the Common Stock since 1986).
<PAGE>
Shareholders should also consider that an increase in the number of authorized
shares could strengthen the position of the Board and might make removal of
the Board more difficult even if such removal would generally be beneficial to
the Shareholders. The authorization to issue additional shares of Common
Stock and Preferred Stock could provide the Board the capacity to discourage,
delay or prevent an acquisition or change in control of the Corporation.
The Amendment would become effective only upon filing with the Delaware
Secretary of State. The Board reserves the right to determine not to file the
Amendment.
Approval of the Amendment will require the affirmative vote of a majority of
the votes entitled to be cast at the Annual Meeting. The Board recommends
that the Shareholders vote FOR the proposed Amendment.
PROPOSAL III
Ratification of Appointment of Auditors
The Board has appointed Price Waterhouse, Certified Public Accountants, to
continue as the Corporation's auditors and to audit the books of account and
other records of the Corporation and its consolidated operating subsidiaries
for the fiscal year ending June 30, 1996. The Board expects that
representatives of Price Waterhouse will be present at the Annual Meeting to
respond to appropriate questions from Shareholders, and the Board will provide
these representatives with an opportunity to make a statement if they desire
to do so.
The appointment of Price Waterhouse as the Corporation's auditors for the
fiscal year ending June 30, 1996 is being submitted to the Shareholders for
ratification. The Board recommends that the Shareholders vote FOR the
ratification of the appointment of Price Waterhouse. Ratification requires
the affirmative vote of a majority of the shares represented and voted at the
Annual Meeting. If the appointment of Price Waterhouse is not ratified by the
Shareholders, the Board will consider the appointment of other auditors for
the fiscal year ending June 30, 1996.
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission, Directors and Executive Officers of the Corporation,
as well as persons holding more than 10% of the Corporation's Common Stock,
are required to file reports showing their initial ownership of the
Corporation's Common Stock and any subsequent changes in that ownership with
the Securities and Exchange Commission and all exchanges on which the
Corporation's securities are registered by certain specified due dates. Based
solely on the Corporation's review of copies of such reports furnished to the
Corporation and written representations that no other reports were required to
be filed during Fiscal 1995, all such reports that were required were filed on
a timely basis.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board does not know of any matters
to be presented at the Annual Meeting other than those set forth in the
attached Notice of Annual Meeting. If any other matters properly come before
the Annual Meeting including matters incident to the conduct of the Annual
Meeting, the holders of the proxies will vote on those matters at their
discretion.
SHAREHOLDER PROPOSALS
It is presently anticipated that the 1996 Annual Meeting of Shareholders will
be held on or around December 10, 1996. Shareholders desiring to exercise
their rights under the Proxy Rules of the Securities and Exchange Commission
to submit proposals for consideration by the Shareholders at the 1996 Annual
Meeting are advised that their proposals must be received by the Corporation
no later than June 30, 1996 in order to be eligible for inclusion in the
Corporation's Proxy Statement and Form of Proxy relating to that meeting.
GENERAL
The Corporation will bear the entire cost of preparing, assembling, printing
and mailing this Proxy Statement and the enclosed Form of Proxy, and of
soliciting Proxies. The Corporation will request banks and brokers to solicit
their customers who beneficially own shares listed of record in names of
nominees, and will reimburse those banks and brokers for their reasonable
out-of-pocket expenses in connection with those solicitations. The original
solicitation of Proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers and other regular employees of the
Corporation, but no additional compensation will be paid to such individuals.
A copy of the Corporation's Form 10-KSB for the 1995 Fiscal Year will be
furnished, upon request, to any Shareholder. A copy of the 1995 Annual Report
is being sent to the Shareholders with this Proxy Statement. The Annual
Report is not to be considered part of the soliciting material.
By Resolution of the Board of Directors
THE INTERGROUP CORPORATION
Howard A. Jaffe, Secretary
Los Angeles, California
Dated: October 24, 1995
<PAGE>
EXHIBIT A
ARTICLE FOUR OF THE CERTIFICATE OF INCORPORATION AS PROPOSED TO
BE REVISED BY AMENDMENT
The Corporation shall be authorized to issue 6,500,000 shares which shall be
divided into two classes designated "Common Stock, $0.01 par value per share"
(the "Common Stock"), consisting of 4,000,000 shares, and "Preferred Stock,
$0.10 par value per share" (the "Preferred Stock"), consisting of 2,500,000
shares. The Common Stock shall be divided into two series designated "Class A
Common Stock," consisting of 1,500,000 shares, and "Class B Common Stock,"
consisting of 2,500,000 shares.
Each holder of Class A Common Stock shall be entitled to one vote for each
share of Class A Common Stock standing in his or her name on the books of the
Corporation and each holder of Class B Common Stock shall be entitled to
one-tenth vote per share of Class B Common Stock standing in his or her name
on the books of the Corporation. Holders of Common Stock are entitled to such
dividends as may be declared by the Board of Directors, out of funds legally
available therefor. On liquidation, dissolution or winding up of the
Corporation, the holders of Common Stock are entitled (subject to the rights,
as designated by the Board of Directors, of any Preferred Stock which may be
issued in the future) to receive pro rata the net assets of the Corporation
remaining after the payment of all creditors and liquidation preferences, if
any.
The Board of Directors shall have authority to, from time to time, by
resolution or resolutions to provide, out of the authorized and unissued
shares of Preferred Stock, for series of Preferred Stock. Before any such
series is issued, the Board of Directors shall fix, by resolution or
resolutions, the number of shares, the designations, voting powers,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations and restrictions thereof, in respect of each
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.
