SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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
--------------------------------------------
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
November 4, 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. [ ]
<PAGE> 2
CUSIP No. 42221N-10-4
- ------------------------------------------------------------------------------
1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
- ------------------------------------------------------------------------------
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(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 406,300
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 406,300
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
406,300 Shares of Common Stock
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
15.7%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
CO
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CUSIP No. 42221N-10-4
- ------------------------------------------------------------------------------
1. Name of Reporting Person Tax Identification Number
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
PF
- ------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 318,100
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each 418,900
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 318,100
------------------------------------
10. Shared Dispositive Power
418,900
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
737,000 Shares of Common Stock
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
28.5%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- ------------------------------------------------------------------------------
<PAGE> 4
CUSIP No. 42221N-10-4
- ------------------------------------------------------------------------------
1. Name of Reporting Person Tax Identification Number
Santa Fe Financial Corporation 95-2452529
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
- ------------------------------------------------------------------------------
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(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Nevada
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 12,600
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 12,600
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,600 Shares of Common Stock
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
0.5%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
CO
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<PAGE> 5
AMENDMENT NO. 2
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION,
SANTA FE FINANCIAL CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
HEALTHY PLANET PRODUCTS, INC.
This Amendment No. 2 to Schedule 13D is being filed by The
InterGroup Corporation, a Delaware Corporation ("InterGroup"), Santa Fe
Financial Corporation, a Nevada corporation ("Santa Fe"), and John V.
Winfield, the Chairman, President and Chief Executive Officer of InterGroup
and Santa Fe in connection with additional purchases of the Common Stock, par
value $0.01 per share (the "Common Stock") of Healthy Planet, Inc. (the
"Company") by InterGroup.
The following items of this Schedule 13D are amended:
Item 2. Identity and Background
(a) This Schedule 13D is being filed by InterGroup, Santa Fe 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 also the Chairman, President and Chief Executive
Officer of Santa Fe Financial Corporation. In such capacities, Mr. Winfield
has investment and voting control of securities held by InterGroup and Santa
Fe.
(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.
The principal executive offices of Santa Fe are located at 11315
Rancho Bernardo Road, Suite 129, San Diego, California 92127.
(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.
Santa Fe primarily manages its investment in its 66.9%-owned
subsidiary, Portsmouth Square, Inc. and its other holdings. Appendix II sets
forth additional information relating to the directors and executive officers
of Santa Fe, which is incorporated herein by reference.
(d) During the last five years neither InterGroup, Santa Fe nor
John V. Winfield has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
<PAGE> 6
(e) During the last five years neither InterGroup, Santa Fe 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.
(f) InterGroup is a corporation organized under the laws of the
State of Delaware. Santa Fe is a corporation organized under the laws of the
State of Nevada. Mr. Winfield is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
InterGroup used working capital as its source of funds to purchase
the additional shares of Common Stock.
Item 4. Purposes of Transactions.
InterGroup, Santa Fe and Mr. Winfield have purchased the Common
Stock for investment purposes.
InterGroup, Santa Fe 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.
William J. Nance, who is also a Director of InterGroup and Santa Fe,
was elected a Class 1 Director of the Company on August 5, 1998. Michael G.
Zybala, who is also an executive officer of Santa Fe, was appointed as a Class
2 Director of the Company on June 17, 1998. Except as set forth above,
InterGroup, Santa Fe 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, as previously reported, Mr. Winfield
was elected as a Class 3 Director of the Company.
Item 5. Interest in Securities of the Issuer.
(a) InterGroup, as of November 12, 1998 may be deemed to
beneficially own, for purposes of Section 13(d) of the Exchange Act:
(i) 256,300 shares of the Common Stock and (ii) 150,000 shares of the Common
Stock which may be acquired by the Exercise of the Warrants. Those shares
represent approximately 15.7% of the outstanding Common Stock based on the
Company's representations that it had 2,282,368 shares of Common Stock
outstanding as of November 2, 1998, and assuming the exercise of the
Warrants held by InterGroup and the Warrants and options held by John V.
Winfield which would increase the number of shares of outstanding Common Stock
to 2,587,368.
<PAGE> 7
Santa Fe, as of November 12, 1998, may be deemed to beneficially own
for purposes of Section 13(d) of the Exchange Act 12,600 shares of the Common
Stock. Those shares represent approximately 0.5% of the Company's outstanding
Common Stock assuming the exercise of the Warrants.
John V. Winfield, as of November 12, 1998, owns 167,600 shares of
the Common Stock of the Company with Warrants to purchase an additional
150,000 shares and an option granted to him as a Director to purchase another
5,000 shares. Those shares represent approximately 12.5% of the Common Stock
of the Company assuming the exercise of the Warrants and options. To the
extent that Mr. Winfield is also deemed to beneficially own, for purposes of
Section 13(d), the shares of Common Stock owned by InterGroup and Santa Fe, he
would beneficially own shares of the Common Stock of the Company,
representing approximately 28.5% of the outstanding Common Stock assuming the
exercise of the Warrants.
(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. As the Chairman, President and Chief Executive Officer
of Santa Fe, John V. Winfield shares the voting power and disposition power
with respect to the Common Stock owned by Santa Fe.
John V. Winfield has sole voting power and disposition power with
respect to the Common Stock and Warrants owned by him.
(c) Information with respect to transactions effected in the Common
Stock during the past sixty (60) days is set forth below:
Number of Price per
Name Date Shares Share Nature
---- ---- --------- --------- ------
InterGroup 11/04/98 20,600 $0.50 Open Market Purchase
InterGroup 11/06/98 4,000 $0.562 Open Market Purchase
InterGroup 11/11/98 1,800 $0.625 Open Market Purchase
InterGroup 11/12/98 5,500 $0.625 Open Market Purchase
(d) No person other than John V. Winfield, InterGroup, Santa Fe and
John V. Winfield, as Chairman, President and Chief Executive Officer of
InterGroup and Santa Fe 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, Santa Fe and John V.
Winfield and any other person with respect to any securities of the Company
<PAGE> 8
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.
None.
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: November 12, 1998
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
By: /s/ John V. Winfield
--------------------------
John V. Winfield
<PAGE> 9
APPENDIX I
The following sets forth the name, business address and principal
occupation of each executive officer and director of 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 and Santa Fe;
Los Angeles, California 90067 Director 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
Gary N. Jacobs, Esq. Attorney at Law, Partner in law firm
2121 Avenue of the Stars, Suite 2200 of Christensen, Miller, Fink, Jacobs
Los Angeles, CA 90067 Glaser, Weil & Shapiro, LLP
John C. Love International Hospitality and
120 Village Square, Suite 32 Tourism Consultant
Orinda, California 94563
Mildred Bond Roxborough Director of Development and
NAACP Special Programs of the NAACP
39 Broadway, 22nd Floor
New York, New York 10006
Executive 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
<PAGE> 10
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., other than options granted to William J. Nance as a
Director of the Company in the amount of 5,000 shares.
<PAGE>
APPENDIX II
The following sets forth the name, business address and principal
occupation of each executive officer and director of 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 and Santa Fe;
Los Angeles, California 90067 Director of Healthy Planet Products,
Inc.
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
John C. Love International Hospitality and
120 Village Square, Suite 32 Tourism Consultant
Orinda, California 94563
Executive Officers:
L. Scott Shields Certified Public Accountant
Secretary, Treasurer and
Chief Financial Officer
L. Scott Shields, CPA
4540 Kearny Villa Road
San Diego, CA 92123
Michael G. Zybala Attorney at Law, Vice President,
Vice President, Secretary Secretary and General Counsel
and General Counsel Santa Fe Financial Corporation and
11315 Rancho Bernardo Road, Suite 129 Portsmouth Square, Inc.
San Diego, CA 92127-1402
All of the foregoing are citizens of the United States.
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 Santa Fe beneficially own any of the Common Stock of Healthy
Planet Products, Inc., other than options granted to William J. Nance and
Michael G. Zybala as Directors of the Company in the amount of 5,000 shares
each.
