SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HEALTHY PLANET PRODUCTS, INC.
Name of Issuer
Common Stock, Par Value $0.01 Per Share
Title of Class of Securities
42221N-10-4
CUSIP Number
John V. Winfield
President and Chairman of the Board
The InterGroup Corporation
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
(310) 556-1999
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
September 29, 1997
------------------
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G 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. [ ]
<PAGE>
CUSIP No. 42221N-10-4
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 369,600
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 369,600
------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
369,600 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
15.2%
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14. Type of Reporting Person
CO
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<PAGE>
CUSIP No. 42221N-10-4
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a)
(b) [x]
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3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds
PF
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 317,600
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each 369,600
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 317,600
------------------------------------
10. Shared Dispositive Power
369,600
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
687,200 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
28.3%
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14. Type of Reporting Person
IN
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<PAGE>
SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
HEALTHY PLANET PRODUCTS, INC.
This Schedule 13D is being filed by The InterGroup Corporation, a
Delaware Corporation ("InterGroup") and John V. Winfield, the Chairman,
President and Chief Executive Officer of InterGroup in connection with the
purchase, on September 29, 1997, of an aggregate of 300,000 shares of the
Common Stock, par value $0.01 per share (the "Common Stock") of Healthy
Planet, Inc. (the "Company") at $3.25 per share, with warrants to purchase an
additional 300,000 shares of Common Stock (the "Warrants"). One-third of the
Warrants (100,000 shares) are exercisable at $4.00 per share, one-third at
$4.25 per share and one-third at $4.50 per share.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock of the Company. The
principal executive offices of Healthy Planet Products, Inc. are located at
1129 N. McDowell Boulevard, Petaluma, CA 94954.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by InterGroup and John V.
Winfield. John V. Winfield is the Chairman, President and Chief Executive
Officer of InterGroup and is the controlling shareholder of InterGroup. Mr.
Winfield is responsible for managing the investment portfolio of InterGroup
and has investment and voting control of securities held by InterGroup.
(b) The principal executive offices of InterGroup, and the business
address of Mr. Winfield, are at 2121 Avenue of the Stars, Suite 2020, Los
Angeles, California 90067.
(c) The nature of the business and purposes for which InterGroup
was organized is to acquire, hold, operate, utilize, improve, deal with,
lease, mortgage or otherwise encumber and dispose of real property of various
types and description, and to engage in such other business and investment
activities as would benefit InterGroup and its stockholders. Appendix I sets
forth additional information relating to the directors and executive officers
of InterGroup, which is incorporated herein by reference.
(d) During the last five years neither InterGroup nor John V.
Winfield has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(c) During the last five years neither InterGroup nor John V.
Winfield has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which they were
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating actions subject to, federal or state securities
laws or finding any violations with respect to such laws.
<PAGE>
(f) InterGroup is a corporation organized under the laws of the
State of Delaware. Mr. Winfield is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
InterGroup used $487,500 of working capital and Mr. Winfield used
$487,500 of personal funds as their sources of funds to purchase the Common
Stock and Warrants. InterGroup and John V. Winfield presently believe that
they would use working capital and personal funds, respectively, to purchase
any Common Stock upon exercise of the Warrants.
Item 4. Purposes of Transactions.
InterGroup and John V. Winfield have purchased the Common Stock and
Warrants for investment purposes.
InterGroup and John V. Winfield may, from time to time, purchase
additional shares of Common Stock in the open market, in private transactions
or by exercise of the Warrants.
Except as set forth above, InterGroup and John V. Winfield have no
other plans or intentions that relate to or would result in the events set
forth in Item 4 of the instructions to Schedule 13D except, that in connection
with the transaction, Mr. Winfield was elected as a Class 3 Director of the
Company.
Item 5. Interest in Securities of the Issuer.
(a) InterGroup, as of September 29, 1997, may be deemed to
beneficially own, for purposes of Section 13(d) of the Exchange Act: (I)
219,600 shares of the Common Stock, and 150,000 shares of the Common Stock
which may be acquired by the Exercise of the Warrants. Those shares represent
approximately 15.2% of the outstanding Common Stock based on the Company's
representations that it has 1,827,362 shares of Common Stock outstanding
immediately prior to September 29, 1997 and taking into consideration
Intergroup's exercise of its warrants.
John V. Winfield owns 167,600 shares of the Common Stock of the
Company with Warrants to purchase an additional 150,000 shares. Those shares
represent approximately 13.1% of the Common Stock of the Company assuming the
exercise of the Warrants. To the extent that Mr. Winfield is deemed to
beneficially own, for purposes of Section 13(d), the shares of Common Stock
owned by InterGroup, he would beneficially own 687,200 shares of the Common
Stock of the Company, representing approximately 28.3% of the outstanding
Common Stock.
(b) As the Chairman, President, Chief Executive Officer and
controlling shareholder of InterGroup, John V. Winfield shares the voting
power and disposition power with respect to the Common stock and Warrants
owned by InterGroup.
John V. Winfield has sole voting power and disposition power with
respect to the Common Stock and Warrants owned by him.
<PAGE>
(c) Information with respect to transactions effected in the Common
Stock within the sixty (60) days prior to September 29, 1997 is set forth
below:
<TABLE>
<CAPTION>
Number of Price per
Name Date Shares Share Nature
---- ---- --------- --------- ------
<S> <C> <C> <C> <C>
InterGroup 8/11/97 1,700 $3.8236 Open Market Purchase
InterGroup 8/12/97 18,800 $3.945 Open Market Purchase
InterGroup 8/15/97 4,000 $4.00 Open Market Purchase
</TABLE>
(d) No person other than InterGroup and John V. Winfield, as
Chairman, President and Chief Executive Officer of InterGroup, has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of the securities disclosed in Item 5(a)
above.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between InterGroup and John V. Winfield and
any other person with respect to any securities of the Company including, but
not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or losses, or the giving or withholding of
proxies except that the Company has agreed to use its best efforts to cause
Mr. Winfield to be elected as a director through December 29, 2000.
There are no securities that are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as exhibits. There are no written
agreements relating to the filing of joint acquisition statements as required
by Rule 13d-1(f) (Section 240.13d-1(f) and no written agreements, contracts,
arrangements, understandings, plans or proposals relating to: (1) the
borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the
acquisition of issuer control, liquidation, sale of assets, merger, or change
in business or corporate structure or any other matter as disclosed in Item 4;
and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 9, 1997
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
By: /s/ John V. Winfield
--------------------------
John V. Winfield
<PAGE>
APPENDIX I
The following sets forth the name, business address and principal
occupation of each executive officer and director InterGroup:
Directors:
John V. Winfield Chairman of the Board and
The InterGroup Corporation President and Chief Executive
2121 Avenue of the Stars, #2020 Officer of InterGroup, Director
Los Angeles, California 90067 of Healthy Planet Products, Inc.
Joseph Grunwald Chairman of PDG N.V. (Belgium),
AGICO-PDG S.A. a hotel management company
222A Avenue Montjoie
Brussels, Belgium 1180
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
Mildred Bond Roxborough Director of Development and
NAACP Special Programs of the NAACP
39 Broadway, 22nd Floor
New York, New York 10006
Officers:
Gregory C. McPherson Executive Vice-President,
The InterGroup Corporation Assistant Secretary and
2121 Avenue of the Stars, #2020 Assistant Treasurer of InterGroup
Los Angeles, CA 90067
All of the foregoing are citizens of the United States except Josef A.
Grunwald, who is a citizen of Belgium.
None of the foregoing directors or executive officers have been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he or she was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating actions subject to, federal or state securities laws
or finding any violations with respect to such laws.
With the exception of John V. Winfield, none of the directors or executive
officers of InterGroup beneficially own any of the Common Stock of Healthy
Planet Products, Inc.
