SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
InterSystems, Inc.
Name of Issuer
Common Stock, $0.01 Par Value
Title of Class of Securities
460920101
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
_________________________________________
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
July 27, 1998
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. 460920101
1. Name of Reporting Person
John V. Winfield
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares 238,450 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each 232,250 Shares
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 238,450 Shares
_____________________________________________
10. Shared Dispositive Power
232,250 Shares
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
470,700 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
5.8%
14. Type of Reporting Person
IN
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CUSIP No. 460920101
1. Name of Reporting Person
The Intergroup Corporation
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
5. Check if Disclosure of Legal Proceedings is Required
pursuant to Items 2(d) or 2 ______
6. Citizenship of Place of Organization
U.S.A.
Number of 7. Sole Voting Power
Shares 232,250 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 232,250 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
232,250 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
2.8%
14. Type of Reporting Person
CO
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AMENDMENT NO. 1
SCHEDULE 13D
OF THE INTERGROUP CORPORATION AND
JOHN V. WINFIELD
REGARDING OWNERSHIP OF COMMON STOCK OF
INTERSYSTEMS, INC.
This Amendment No. 1 to Schedule 13D is being filed by The
Intergroup Corporation and John V. Winfield to update information
previously furnished. The amendment reflects the sale of shares
of Common Stock, $0.01 par value of InterSystems, Inc. in open
market transactions.
Mr. Winfield is filing this Schedule 13D because, as controlling
stockholder, Chairman of the Board and Chief Executive Officer of
Intergroup, he may be deemed to share voting power and
dispositive power with respect to the shares of Common Stock of
the Company beneficially owned by Intergroup.
Item. 1. Security and Issuer.
The class of equity securities to which this statement
relates to is the Common Stock, $0.01 par value (the "Stock"), of
InterSystems, Inc. ("II"). The executive offices of InterSystems,
Inc. are located at 8790 Wallisville Road, Houston, Texas 77029.
Item 5. Interest in Securities of the Issuer.
(a) At the close of business on August 6, 1998, The
Intergroup Corporation beneficially owned 232,250 shares representing
136,250 shares of stock and 96,000 warrants, or
approximately 2.8% of the outstanding shares of Stock of II.
Mr. Winfield beneficially owns 470,700 shares of II. Mr. Winfield owns
142,450 shares of Stock and 96,000 Warrants, and shares voting
and investment power for an additional 136,250 shares of Stock
and 96,000 Warrants with Intergroup. Those common shares represent 5.8%
of the outstanding Stock of II based on II's representation that
it has 8,101,503 shares outstanding, including the conversion of
warrants.
(b) Mr. Winfield is the Chairman, President and Chief Executive
Officer of The Intergroup Corporation and is the controlling
shareholder of Intergroup. Mr. Winfield has sole voting and investment
control of his shares. Mr. Winfield has investment and
voting control of the securities held by Intergroup.
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(c) Information with respect to transactions effected
in the Stock beneficially owned by Mr. Winfield during the past
60 days is set forth in Appendix I hereto.
(d) No person other than Mr. Winfield or 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
Stock owned by each respectively.
SIGNATURE
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: August 6, 1998
By: /s/ John V. Winfield
John V. Winfield
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APPENDIX I
The following table sets forth the trade date for each
sale of Stock beneficially owned by Mr. Winfield, the number of
shares of Stock sold in each such transaction and the price per
share in each such transaction effected during the past 60 days.
All the shares of Stock were sold in ordinary brokerage
transactions effected in the market.
No. of
Common Price
Shares Per
Trade Date Sold Share
JOHN V. WINFIELD
June 2, 1998 2500 $2.00
July 27, 1998 5000 $1.62
August 3, 1998 8200 $1.50
INTERGROUP
June 2, 1998 2500 $2.00
July 27, 1998 5000 $1.62
August 3, 1998 8200 $1.50
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SIGNATURE
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: August 6, 1998
By: /s/ John V. Winfield
John V. Winfield
