U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
For the transition period from ______ to ______
Commission file number 1-10324
THE INTERGROUP CORPORATION
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(Name of small business issuer in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
13-3293645
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(I.R.S. Employer Identification No.)
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (310) 556-1999
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 __
The number of shares outstanding of the issuer's Common Stock, $.01 par
value, as of April 30, 1998 was 944,149 shares.
Transitional Small Business Disclosure Format (check one): YES __ NO X
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SIGNATURES
In accordance with the requirements 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: May 14, 1998
By /s/John V. Winfield
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John V. Winfield
Chairman, President and Chief Executive Officer
Date: May 14, 1998
By /s/Gregory C. McPherson
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Gregory C. McPherson
Executive Vice President, Assistant Treasurer
and Assistant Secretary
Date: May 14, 1998
By /s/Mary E. Arnold
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Mary E. Arnold
Vice President of Finance
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RESTATED CERTIFICATE OF INCORPORATION
OF THE INTERGROUP CORPORATION
THE INTERGROUP CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is "The Intergroup Corporation".
2. The date of filing of its original Certificate of Incorporation with the
Secretary of State was the 10th day of September, 1985.
This Restated Certificate of Incorporation only restates and integrates and
does not further amend the provisions of the Certificate of Incorporation of
this corporation as heretofore amended or supplemented and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is hereby restated without further amendments or changes to read
as herein set forth in full:
FIRST
The name of the corporation is as follows: THE INTERGROUP CORPORATION.
SECOND
The address of its registered office in the State of Delaware is No. 1209
Orange Street in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD
The nature of the business or purposes to be conducted or promoted are as
follows:
To acquire, hold, utilize, improve, deal with, lease, mortgage, or otherwise
encumber and dispose of property of every type and description, wherever
situated, and to operate such properties on a business-like basis and so as
to provide opportunities to all without regard to race, creed or color; and
To engage in any other lawful act or activity for which corporations may be
organized under the General Corporation law of Delaware.
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FOURTH
The total number of shares of stock which the corporation shall have the
authority to issue is One Million Six Hundred Thousand (1,600,000) shares,
which are divided into two classes as follows:
One Million Five Hundred Thousand (1,500,000) shares of Common Stock, $0.01
par value per share, and
One Hundred Thousand (100,000) shares of Preferred Stock, $0.10 par value per
share.
The Board of Directors shall have authority to fix from time to time by
resolution or resolutions the designations, voting powers, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof, in respect of the
number of shares of any series of Preferred Stock. Subject to the protective
conditions and restrictions of any outstanding Preferred Stock, any
amendment to this Certificate of Incorporation which increases or decreases
the authorized capital stock of any class or classes may be adopted by the
affirmative vote of the holders of a majority of the outstanding shares
of the voting stock of the corporation.
FIFTH
The corporation is to have perpetual existence.
SIXTH
The private property of the stockholders shall not be subject to the payment
of corporate debts to any extent whatever.
SEVENTH
In furtherance and not in limitation of the powers conferred by law, the
Board of Directors is expressly authorized:
(a) To make, alter, or repeal the by-laws of the corporation;
(b) To direct and determine the use and disposition of any annual net
profits or net assets in excess of capital; to set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for
any proper purpose; and to abolish any such reserve in the manner in which
it was created;
(c) To establish bonus, profit-sharing, stock option, retirement or other
types of incentive or compensation plans for the employees (including
officers and directors) of the corporation and to fix the amount of the
profits to be distributed or shared and to determine the persons to
participate in any such plans and the amounts of their respective
participations;
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(d) From time to time to determine whether and under what conditions and
regulations, the accounts and books of the corporation (other than the stock
ledger), or any of them, shall be open to the inspection of the stockholders;
and no stockholder shall have any right to inspect any account or book or
document of the corporation, except as conferred by statute or
authorized by the Board of Directors or by a resolution of the stockholders;
(e) To authorize, and cause to be executed, mortgages and liens upon the
real and personal property of the corporation; and
(f) By a majority of the whole Board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The bylaws may provide that in the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board of
Directors, or in the bylaws of the corporation, shall have and may exercise
all the powers and authority of the Board of Directors in the management of
the business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending this
Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation.
EIGHTH
The number of members of the Board of Directors will be fixed from time to
time by the Board of Directors, but (subject to vacancies) in no event may
there be less than five directors or more than nine. The Board of Directors
shall be divided in three (3) classes as nearly equal in number as possible,
with the term of office of Class A expiring at the 1985 annual meeting of
stockholders, of Class B expiring at the 1986 annual meeting of stockholders,
and Class C expiring at the 1987 annual meeting of stockholders. At each
annual meeting of stockholders beginning with the 1985 annual meeting of
stockholders, directors chosen to succeed those whose terms then expire
shall be elected for a term of office expiring at the third succeeding
annual meeting of stockholders after their election. When any director is
elected by the remaining directors to fill a vacancy occasioned by the
death, resignation or removal or a director; the successor director will
hold office until the annual meeting of stockholders at which the director
who died, resigned or was removed would have been required, in the regular
order of business, to stand for reelection even though such term may extend
beyond the next annual meeting. When the number of directors is changed, any
newly created directorships or any decreases in directorships shall be so
apportioned among the classes to make all classes as nearly equal in number
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as possible. When the number of directors is increased by the Board of
Directors and the resultant vacancies are filled by the Board of Directors,
such additional directors shall serve only until the next annual meeting of
stockholders, at which time they shall be subject to election and
classification by the stockholders.
NINTH
No holder of shares of the corporation shall be entitled as of right to
subscribe for, purchase or receive any part of any new or additional issue
of shares whether now or hereafter authorized, or of any bonds, debentures,
warrants, options or other securities convertible into shares of any class.
TENTH
Except as set forth herein (a) any merger or consolidation of the
corporation, or any of its subsidiaries, with or into any other trust,
corporation or other entity; or (b) any purchase, lease or other acquisition
by the corporation or any of its subsidiaries, of any assets or securities
or combination thereof, from any other trust, corporation, person or entity,
in exchange for voting securities (or securities convertible into voting
securities or options, warrants or rights to purchase voting securities or
securities convertible into voting securities) of the corporation, or any of
its subsidiaries, shall require the affirmative vote of the holders of
seventy-five (75%) percent of the directors and the affirmative vote or
written consent of fifty one (51%) percent of the issued and outstanding
shares entitled to vote thereon, or in the event of rejection of such
proposal by the directors, an affirmative vote of seventy-five (75%) percent
of the issued and outstanding shares entitled to vote thereon. Such
affirmative vote shall be required notwithstanding the fact that no vote may
be required, or that some lesser percentage may be specified, by law or in
any agreement with any national securities exchange.
The special voting requirements contained herein, shall not apply to any
transaction which involves only the corporation, or any of its subsidiaries,
and a corporation of which a majority of the outstanding shares of each
class of capital stock entitled to vote in elections of directors is owned
of record or beneficially by the corporation, or any of its subsidiaries.
ELEVENTH
Meetings of stockholders and directors may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the corporation.
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TWELFTH
The corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or resolution of disinterested directors or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
a person; provided, that no director, officer or agent may satisfy any right
of indemnity or reimbursement granted herein or to which he or she may be
otherwise entitled except out of the property of the corporation, and no
stock holder shall be personally liable with respect to any claim of a
director, officer or agent for indemnity or reimbursement.
THIRTEENTH
Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders of any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application
of any receiver or receivers appointed for this corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court directs.
If a majority in number representing three-fourths in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
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FOURTEENTH
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in any manner now
or hereafter prescribed by statute, and all rights conferred on stockholders
herein are granted subject to this reservation.
FIFTEENTH
No director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not operate so as to limit the liability
of a director to an extent greater than permitted under Title 8, Section
102(b)(7), as the same may be amended or supplemented, or any successor
provision thereto.
4. This Restated Certificate of Incorporation was duly adopted by the Board
of Directors in accordance with Section 245 of the General Corporation Law of
the State of Delaware.
5. This Restated Certificate of Incorporation shall be effective on
February 20, 1998.
IN WITNESS WHEREOF, said Board of Directors of THE INTERGROUP
CORPORATION has caused this Certificate to be signed by John V. Winfield its
Chairman, this 20th day of February, 1998.
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
John V. Winfield
President and Chairman of the Board
