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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Credit Depot Corporation
Name of Issuer
Common Stock, $.001 Par Value
Title of Class of Securities
22532-410-2
CUSIP Number
Mr. John V. Winfield
The InterGroup Corporation
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
(310) 556-1999
_________________________________________
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
April 21, 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. [ ]
Check the following box if a fee is being paid with this
statement. [ X ]
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CUSIP No. 22532-410-2
1. Name of Reporting Person
The Intergroup Corporation
2. Check the Appropriate Box if a Member of a Group
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 240,000 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 240,000 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
240,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
5.4%
14. Type of Reporting Person
CO
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CUSIP No. 22532-410-2
1. Name of Reporting Person
Santa Fe Financial Corporation
2. Check the Appropriate Box if a Member of a Group
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
Nevada
Number of 7. Sole Voting Power
Shares 240,000 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 240,000 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
240,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
5.4%
14. Type of Reporting Person
CO
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CUSIP No. 22532-410-2
1. Name of Reporting Person
Portsmouth Square, Inc.
2. Check the Appropriate Box if a Member of a Group
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
California
Number of 7. Sole Voting Power
Shares 80,000 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 80,000 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
80,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
1.7%
14. Type of Reporting Person
CO
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SCHEDULE 13D
OF THE INTERGROUP CORPORATION,
SANTA FE FINANCIAL CORPORATION AND
PORTSMOUTH SQUARE, INC.
REGARDING OWNERSHIP OF SECURITIES OF
CREDIT DEPOT CORPORATION
This Schedule 13D is being filed by The Intergroup
Corporation, a Delaware corporation ("Intergroup"), Santa Fe
Financial Corporation, a Nevada corporation ("Santa Fe") and
Portsmouth Square, Inc., a California corporation ("Portsmouth"),
in connection with the purchase of 11% convertible redeemable
preferred stock (the "Preferred Stock") of Credit Depot
Corporation, a Delaware corporation (the "Company"). The
Preferred Stock is convertible at the option of the respective
holders thereof at any time into the Company's common stock,
$0.001 par value (the "Common Stock") at $2.50 per share. Each
$100.00 share of Preferred Stock has one redeemable common stock
purchase warrant to purchase 40 shares of Common Stock at $2.50
per share (the "Warrants").
Item. 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of the
Company. The principal executive offices of Credit Depot
Corporation are located at 700 Wachovia Center, Gainesville,
Georgia 30501.
Item 2. Identity and Background.
This Schedule 13D is being filed by Intergroup, Santa
Fe and Portsmouth. John V. Winfield is the Chairman, President
and Chief Executive Officer of Intergroup, Santa Fe and
Portsmouth, and is the controlling shareholder of Intergroup.
Mr. Winfield is responsible for managing the investment
portfolios and has investment control of securities held by each
of these companies. Intergroup owns approximately 35.9% of Santa
Fe, and Mr. Winfield, as an individual, owns 3.9% of Santa Fe.
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. The nature of
the business and purposes for which Intergroup was organized is
to acquire, hold, operate, utilize, improve, deal with, lease,
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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.
The principal executive offices of Santa Fe and
Portsmouth are at 2251 San Diego Avenue, Suite A-151, San Diego,
California 92110. Santa Fe primarily manages its investment in
its 64.1%-owned subsidiary, Portsmouth and its other holdings.
Portsmouth is both a general and limited partner in a real estate
limited partnership.
During the last five years neither Intergroup, Santa Fe
nor Portsmouth have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or have
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.
Appendix I sets forth additional information relating
to the directors and executive officers of Intergroup, Santa Fe
and Portsmouth which information is incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
Intergroup, Santa Fe and Portsmouth used $300,000,
$300,000 and $100,000, of working capital, respectively, as their
source of funds to purchase the Preferred Stock and Warrants.
Intergroup, Santa Fe and Portsmouth presently believe that they
each would use working capital to purchase any Common Stock upon
exercise of the Warrants.
Item 4. Purposes of Transactions.
Intergroup, Santa Fe and Portsmouth purchased the
Preferred Stock and Warrants for investment purposes.
Intergroup, Santa Fe and Portsmouth may, from time to
time purchase additional shares of Common Stock by exercise of
the Warrants.
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Except as set forth above, Intergroup, Santa Fe and
Portsmouth 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.
Item 5. Interest in Securities of the Issuer.
(a) Intergroup, through their rights to convert the
Preferred Stock and/or exercise the Warrants, may be deemed to
beneficially own, for purposes of Section 13(d) of the Exchange
Act: (i) 120,000 shares of Common Stock through conversion of the
Preferred Stock, and (ii) 120,000 shares of Common Stock which
may be acquired upon exercise of the Warrants. These shares
would represent 5.4% of the outstanding shares of Common Stock
based on the Company's representation that the Company has
3,869,361 shares of Common Stock outstanding and taking into
consideration Intergroup's, Santa Fe's and Portsmouth's
conversion of their Preferred Stock and exercise of their
Warrants.
Santa Fe, through their rights to convert the Preferred
Stock and/or exercise the Warrants, may be deemed to beneficially
own, for purposes of Section 13(d) of the Exchange Act: (i)
120,000 shares of Common Stock, and (ii) 120,000 shares of Common
Stock which may be acquired upon exercise of the Warrants. These
shares represent 5.4% of the outstanding shares of Common Stock
based on the Company's representation that the Company has
3,869,361 shares of Common Stock outstanding and taking into
consideration Intergroup's, Santa Fe's and Portsmouth's
conversion of their Preferred Stock and exercise of their
Warrants.
Portsmouth, through their rights to convert the
Preferred Stock and/or exercise the Warrants, may be deemed to
beneficially own, for purposes of Section 13(d) of the Exchange
Act: (i) 40,000 shares of the Common Stock through conversion of
the Preferred Stock, and (ii) 40,000 shares of the Common Stock
which may be acquired upon exercise of the Warrants. These
shares represent 1.7% of the outstanding shares of Common Stock
based on the Company's representation that the Company has
3,869,361 shares of Common Stock outstanding and taking into
consideration Intergroup's, Santa Fe's and Portsmouth's
conversion of their Preferred Stock and exercise of their
Warrants.
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(b) Intergroup, Santa Fe and Portsmouth each have sole
voting and investment power with respect to their individual
securities holdings disclosed in Item 5(a) above.
(c) Information with respect to transactions effected
in the Common Stock and Preferred Stock during the past sixty
(60) days by Intergroup, Santa Fe and Portsmouth and Mr. Winfield
is set forth in Appendix II.
(d) No person other than Intergroup, Santa Fe and
Portsmouth, and Mr. Winfield as Chairman, President and Chief
Executive Officer of each of these companies, have 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, Santa Fe,
Portsmouth and/or Mr. 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.
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
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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.
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: April 29, 1996
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
PORTSMOUTH SQUARE, INC.
By: /s/ John V. Winfield
Its President, Chairman and
CEO
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APPENDIX I
The following sets forth the name, business address and
principal occupation of each officer and director of Intergroup,
Santa Fe and Portsmouth:
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, Santa
Los Angeles, California 90067 Fe and Portsmouth
Joseph Grunwald Chairman of PDG N.V.(Belgium),
AGICO-PDG S.A. a hotel management company
222A Avenue Montjoie
Brussels, Belgium 1180
Howard A. Jaffe Vice Chairman of the Board,
The Intergroup Corporation Chief Operating Officer and
2121 Avenue of the Stars, #2020 Secretary of Intergroup
Los Angeles, California 90067
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
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APPENDIX I (continued)
Officers:
Gregory C. McPherson Executive Vice President,
The Intergroup Corporation Assistant Secretary and
2121 Avenue of the Stars, #2020 Assistant Treasurer of
Los Angeles, California 90067 Intergroup
All of the foregoing are citizens of the United States except
Josef A. Grunwald, who is a citizen of Belgium.
Santa Fe
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, Santa
Los Angeles, California 90067 Fe and Portsmouth
Janice Braly-Nelsen Director of Santa Fe and
Santa Fe Financial Corporation Portsmouth
2251 San Diego Avenue, Ste. A-151
San Diego, CA 92110
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
Officers:
L. Scott Shields Certified Public Accountant
Secretary, Treasurer and Chief
Financial Officer
L. Scott Shield, CPA
4540 Kearny Villa Road, Suite 213
San Diego, CA 92123
All of the foregoing are citizens of the United States.
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APPENDIX I (continued)
Portsmouth
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, Santa
Los Angeles, California 90067 Fe and Portsmouth
Janice Braly-Nelsen Director of Santa Fe and
Santa Fe Financial Corporation Portsmouth
2251 San Diego Avenue, Ste. A-151
San Diego, CA 92110
Jerold R. Babin First Vice President of
Prudential Securities Prudential Securities
4 Embarcadero Center, Suite 2400
San Francisco, CA 94111
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
Officers:
L. Scott Shields Certified Public Accountant
Treasurer and Chief Financial
Officer
L. Scott Shield, CPA
4540 Kearny Villa Road, Suite 213
San Diego, CA 92123
All of the foregoing are citizens of the United States except
Josef A. Grunwald, who is a citizen of Belgium.
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None of the foregoing directors or executive officers
have been convicted in any criminal proceedings (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.
None of their directors or executive officers
beneficially own any Common Stock of the Company.
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APPENDIX II
The following table sets forth the trade date for each
purchase and sale of Common or Preferred Stock by Intergroup,
Santa Fe, Portsmouth and Mr. Winfield, the number of shares of
Common or Preferred Stock purchased and sold in each such
transaction and the price per share in each such transaction
effected during the past sixty (60) days. All the shares of
Common Stock were sold through the public markets. All of the
shares of Preferred Stock were purchased through a private
placement.
Number of Number of
shares of Shares of
Preferred Common Price
Stock Stock per
Trade Date Person Purchased Sold Share
Common Stock:
2/24/97 Intergroup 4,000 $3.82
3/10/97 Santa Fe 5,000 $3.50
3/17/97 Santa Fe 5,000 $3.69
3/20/97 Mr. Winfield 7,000 $3.69
4/14/97 Intergroup 4,000 $3.17
4/14/97 Mr. Winfield 4,400 $3.13
4/15/97 Intergroup 6,400 $3.02
4/15/97 Portsmouth 4,500 $3.02
4/15/97 Santa Fe 31,100 $3.02
4/18/97 Mr. Winfield 3,700 $2.91
4/18/97 Santa Fe 8,900 $2.91
4/21/97 Mr. Winfield 4,900 $2.88
Preferred Stock:
4/21/97 Intergroup 3,000 $100.00
4/21/97 Santa Fe 3,000 $100.00
4/21/97 Portsmouth 1,000 $100.00
