SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended June 30, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No fee required)
For the transition period from ______ to ______
Commission file number 1-10324
THE INTERGROUP CORPORATION
(Name of small business issuer in its charter)
DELAWARE 13-3293645
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2121 Avenue of the Stars, Suite 2020 Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (310)556-1999
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock - Par Value $.01 Per Share
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. YES X NO __
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $15,460,000
<PAGE>
The aggregate market value of the voting stock held by non-affiliates of
the registrant at October 13, 1998, was $13,061,688 (based on the price
at which the stock closed on such date). Solely for purposes of this
calculation affiliates of the registrant have been deemed to include
only directors, executive officers and the Employee Stock Ownership Plan
and Trust of the registrant.
The number of shares outstanding of the issuer's Common Stock, $.01 par
value, as of October 13, 1998 was 2,110,913 shares
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Company'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 is fixed by the Board prior to
each year's annual meeting of shareholders and as of June 30, 1998
consisted of six. 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 Directors will not be individually liable for the debts of the
Company. Each Director is indemnified by the Company against any loss,
expense, or liability arising out of or in connection with the affairs
of the Company unless such arises out of his acts which constitute
willful misfeasance, bad faith, gross negligence, or reckless disregard
of his or her duties.
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company as of June 30, 1998:
Position with
Name the Corporation Age Term to Expire
- ---------------- ------------------ ---- -----------------
Class A Directors
John V. Winfield Chairman of theBoard; 52 2000 Annual Meeting
(1)(4)(5)(6)(7) President and Chief
Executive Officer
Josef A.
Grunwald(2)(3)(5)(7) Director 50 2000 Annual Meeting
Class B Director
Gary N. Jacobs
(1)(6)(7) Secretary; Director 52 1998 Annual Meeting
William J. Nance (1)
(2)(3)(4)(6)(7) Treasurer; Director 54 1998 Annual Meeting
<PAGE>
Class C Director
Mildred Bond
Roxborough(2) Director 71 1999 Annual Meeting
John C. Love (3)(4) Director 58 1999 Annual Meeting
Other Executive
Officer
Gregory C. McPherson Executive Vice 39 N/A
President;
Assistant Secretary
and Assistant
Treasurer
______________
(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
(6) Member of the Securities Investment Committee
(7) Member of the Special Strategic Options Committee
Business Experience:
The principal occupation and business experience during the last five
years for each of the Directors and Executive Officers of the Company
are as follows:
John V. Winfield -- Mr. Winfield was first appointed to the Board in
1982. He currently serves as the Company's Chairman of the Board,
President and Chief Executive Officer, having first been appointed as
such in 1987. Mr. Winfield also serves as President, Chairman and Chief
Executive Officer of Santa Fe Financial Corporation ("Santa Fe") and
Portsmouth Square, Inc. ("Portsmouth") and Chairman of the Board of
Healthy Planet Products, Inc.
<PAGE>
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. Mr. Grunwald is also a Director of
Portsmouth.
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 Printer, 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. Mr. Nance is also a
Director of Santa Fe, Portsmouth and Healthy Planet Products, Inc..
Mildred Bond Roxborough -- Ms. Roxborough was Director of Development
and Special Programs of the National Association for the Advancement of
Colored People (NAACP) from 1986 to 1997. She also served as Vice
Chairman of the Board of Directors of America's Charities Federation,
Chairman of its Membership and Personnel Committees and member of its
Long Range Planning Committee; and Member of the Board of Directors of
Morningside Health and Retirement Service, Member of Personnel Committee
of Morningside Heights Housing Corporation. Since 1997 Ms. Roxborough
has served as a consultant to the NAACP. Ms. Roxborough was first
appointed to the Company's Board in 1984 and served as Vice Chairman
from 1987 through 1994.
Gary N. Jacobs -- Mr. Jacobs was appointed to the Board and as Secretary
in 1998. Mr. Jacobs is a senior partner of the law firm of Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, where he heads the
corporate department. Mr. Jacobs graduated summa cum laude from
Brandeis University and from Yale Law School, where he was Order of the
Coif. He is a Trustee of the Natural History Museum of Los Angeles
County and a member of the Board of Overseers of Brandeis University's
Graduate School of International Economics and Finance. Mr. Jacobs is
Secretary of You Bet International, Inc.
John C. Love - Dr. Love was appointed to the Board in 1998. He is an
independent consultant to the hospitality and tourism industries and was
formerly a general partner in the national CPA and consulting firm of
Pannell Kerr Forster. He is Chairman Emeritus of the Board of Trustees
of Golden Gate University in San Francisco. Dr. Love is also a Director
of Santa Fe and Portsmouth.
Gregory C. McPherson -- Mr. McPherson joined the Company in 1993.
Prior to joining the Company Mr. McPherson was a private financial and
strategic advisor, served as Vice President in the Investment Banking
and Corporate Finance Department of Kemper Securities Group, Inc., was
with Prudential Bache Capital Funding in their Mergers and Acquisitions
and Financial Restructuring Group and was a manager at the public
accounting firm of Price Waterhouse LLP. Mr. McPherson received an
M.B.A. from the Harvard Business School and is a Certified Public
Accountant.
<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 Company, as well as persons holding more than 10% of the Company's
Common Stock, are required to file reports showing their initial
ownership of the Company's Common Stock and any subsequent changes in
that ownership with the Securities and Exchange Commission and all the
exchanges on which the Company's securities are registered by certain
specified due dates. Based solely on the Company's review of copies of
such reports furnished to the Company and written representations that
no other reports were required to be filed during fiscal year 1998, all
such reports that were required were filed on a timely basis.
Item 10. Executive Compensation.
The following table provides certain summary information concerning
compensation paid to or accrued by the Company to the Executive Officers
and one employee of the Company who earned more than $100,000 (salary
and bonus) for all services rendered to the Company for fiscal years
1998, 1997 and 1996. 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 Award or Payouts were made, and no Options or
Stock Appreciation Rights ("SARs") were granted during fiscal year 1998,
1997 or 1996.
Name and Principal Other Annual
Position Year Salary Bonus Compensation
- ------------------ ------ ------- ------ -------------
John V. Winfield
Chairman; President 1998 $102,080(1) - $43,193(2)
and Chief Executive 1997 $102,078 - $29,693(2)
Officer 1996 $195,650 - $36,622(2)
Gregory C. McPherson 1998 $ 97,656(3) $10,000 -
Executive Vice President; 1997 $ 97,082(3) - -
Assistant Secretary and 1996 $191,655 - -
Assistant Treasurer
David G. Gonzalez 1998 $105,000 $60,000 -
Controller
___________________
<PAGE>
(1) Mr. Winfield is the President and Chairman of the Board of Santa Fe
and Portsmouth, and received $102,084 of compensation from those
entities during fiscal year 1998.
(2) Amounts include an auto allowance, imputed interest on a note due
the Company and compensation for a portion of the salary of an
assistant. The auto allowance was $29,193, $29,693 and $12,622 during fiscal
year 1998, 1997 and 1996, respectively. The amount of compensation related
to interest on the note was approximately $24,000 during fiscal year 1996.
The amount of compensation related to the assistant was approximately
$14,000 during fiscal year 1998. The note receivable in connection with the
stock options was paid in full in March 1996.
(3) Mr. McPherson is a consultant of Portsmouth and received consulting
fees of $88,200 and $86,282 during fiscal year 1998 and 1997,
respectively.
Employee Stock Ownership Plan and Trust ("ESOP")
In April 1986, the Company established an Employee Stock Ownership Plan
and Trust ("ESOP" or the "Plan"), effective July 1985, which enabled
eligible employees to receive an ownership interest in stock of the
Company. The Company made $816 in ESOP contributions during fiscal year
1998 and no contributions in fiscal year 1997 and fiscal year 1996. The
Company made distributions of 1,680 shares (adjusted for split) of
Common Stock during fiscal year 1998, made no distributions during
fiscal year 1997 and made distributions of 16,273 shares (adjusted for
split) of Common Stock during fiscal year 1996.
Phantom Stock Program
The Company maintains a "phantom" stock program that provides for the
issuance of 90,000 units (adjusted for split) with each unit being
equivalent to one share of Common Stock. Participating members of 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 to participants' accounts will 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
fiscal year 1998 or fiscal year 1997. As of June 30, 1998, no units were
outstanding.
<PAGE>
Stock Incentive Plan
In 1987, the Board approved a Stock Incentive Plan providing for the
issuance of up to 281,250 shares (adjusted for split) of the Company's
Common Stock pursuant to the exercise of the stock options granted under
the plan. The Plan also provided for the issuance of SARs that may be
granted in connection with or without relation to the stock options.
The plan was approved by the Company's shareholders in 1988. In
conjunction with the Stock Incentive Plan, the Board and shareholders
approved the grant of an option to the Company's President for the
purchase of 281,250 shares (adjusted for split) of Common Stock at an
exercise price of $5.11 (adjusted for split). During fiscal year 1996,
the Company's President fully exercised his option. No additional
options or SARs were granted under this plan, and no options to purchase
shares of Common Stock remain outstanding. The plan expired August 1,
1998.
Compensation of Directors
The Company'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 Director is eligible to receive a fee of $6,000 per annum
and a fee of $500 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 $600 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. As an Executive Officer, the Company's Chairman has also
elected to forego his annual board fee.
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.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of September 30, 1998, certain
information with respect to the beneficial ownership of Common Stock
owned by (i) those persons or groups known by the Company 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. Share amounts have been adjusted to reflect the
three-for-two forward stock split paid on October 9, 1998 in the form of
a 50% stock dividend to the shareholders of record on September 23,
1998.
<PAGE>
Name and address of Amount and Nature
Beneficial Owner of Beneficial Owner(1) Percentage(2)
- ------------------- ---------------------- --------------
John V. Winfield 925,938(3) 43.9%
2121 Avenue of the Stars
Los Angeles, CA 90067
Josef Grunwald 73,045 3.5%
2121 Avenue of the Stars
Los Angeles, CA 90067
William J. Nance 38,250 1.8%
2121 Avenue of the Stars
Los Angeles, CA 90067
Mildred Bond Roxborough 2,350 *
2121 Avenue of the Stars
Los Angeles, CA 90067
Gary N. Jacobs 2,250 *
2121 Avenue of the Stars
Los Angeles, CA 90067
John C. Love 0 *
2121 Avenue of the Stars
Los Angeles, CA 90067
Gregory C. McPherson 8,994(4) *
2121 Avenue of the Stars
Los Angeles, CA 90067
All Directors and
Executive Officers as a
Group (7 persons) 1,050,827 49.4%
___________________
* 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 2,110,913 shares of
Common Stock outstanding at September 30, 1998.
(3) Includes 31,113 shares allocated to Mr. Winfield under the ESOP.
Does not include an additional 15,151 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 3,594 shares allocated to Mr. McPherson under the ESOP.
<PAGE>
Item 12. Certain Relationships and Related Transactions.
In March 1996, the Company's President paid in full the $830,173
outstanding balance of the note relating to his 1986 exercise of stock
options.
In May 1996, the Company's President exercised an option to purchase
281,250 shares of Common Stock at a price of $5.11 per share through a
full recourse note due the Company on demand, but in no event later than
May 2001. The note bears interest floating at the lower of 10% or the
prime rate (8.50% at June 30, 1998) with interest payable quarterly.
During fiscal year 1998, the Company's President made interest payments
of approximately $122,000 in connection with the note relating to his
1996 exercise of stock options. The balance of the note receivable at
June 30, 1998 was $1,437,500.
Effective October 1, 1998 the Board of Directors approved an increase in
the salary of the President and Chief Executive Officer of the Company
to $270,000 per year. The increase is intended to set Mr. Winfield's
salary at a level commensurate with chief executive officers of similar
public companies and for his additional services to the Company,
including his management of the Company's securities portfolio. The
increase also restores the salary to a level which Mr. Winfield had
previously reduced voluntarily.
Effective October 1, 1998 Mr. Winfield's compensation from Santa Fe and
Portsmouth increased to $150,000 and $90,000 per year, respectively.
The Company's Chairman and President directs the investment activity of
the Company, Santa Fe and Portsmouth in public and private markets
pursuant to authority granted by the Board of Directors of each entity.
Depending on certain market conditions and various risk factors, the
President and members of his immediate family may at times invest in the
same companies in which the Company, Santa Fe and Portsmouth invest.
The Company, Santa Fe and Portsmouth encourage such investments because
it places personal resources of the President and his family members at
risk in connection with investment decisions made on behalf of the
Company, Santa Fe and Portsmouth. Following allegations concerning the
President made by a former officer and director of the Company, the
Board of Directors authorized committees of the Board to conduct a
thorough and independent review of such matters, including the Company's
practices in this regard. The committee advised the Board of Directors
that it found the material allegations of improprieties made by the
former officer and director could not be substantiated. The committee
made recommendations that the Company institute certain modifications to
its existing procedures to reduce the potential for conflicts of
interest. The Company's Board of Directors has adopted these
recommendations.
<PAGE>
Mr. Jacobs is a senior partner of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP which provided legal services to the Company
during the year ended June 30, 1998. During the year ended June 30,
1998, the Company made payments of approximately $86,000 to Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE INTERGROUP CORPORATION
(Registrant)
Date: October 27, 1998
By:_________________
/s/ John V. Winfield
John V. Winfield, Chairman of the Board;
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date: October 27, 1998
By:__________________
/s/ John V. Winfield
John V. Winfield, Chairman of the Board;
President and Chief Executive Officer
Date: October 27, 1998
By:__________________
/s/ William J. Nance
William J. Nance, Director and Treasurer
Date: October 27, 1998
By:___________________
/s/ Josef A. Grunwald
Josef A. Grunwald, Director
Date: October 27, 1998
By:_________________________
/s/ Mildred Bond Roxborough
Mildred Bond Roxborough, Director
Date: October 27, 1998
<PAGE>
By:_____________________
/s/ Gary N. Jacobs, Esq.
Gary N. Jacobs, Esq., Director and Secretary
Date: October 27, 1998
By:____________________
/s/ Dr. John C. Love
Dr. John C. Love, Director
Date: October 27, 1998
By:_______________________
/s/ Gregory C. McPherson
Gregory C. McPherson, Executive Vice President
Date: October 27, 1998
By:________________
/s/ Mary E. Arnold
Mary E. Arnold, Vice President Finance
