SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
March 16, 1999
----------------
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(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
<PAGE> 2
CUSIP No. 42221N-10-4 Page 2 of 8 Pages
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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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 1,205,024
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 1,205,024
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,205,024 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
26.6%
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14. Type of Reporting Person
CO
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<PAGE> 3
CUSIP No. 42221N-10-4 Page 3 of 8 Pages
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1. Name of Reporting Person Tax Identification Number
Santa Fe Financial Corporation 95-2452529
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Nevada
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Number of 7. Sole Voting Power
Shares 100,049
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 100,049
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
100,049 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
2.2%
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14. Type of Reporting Person
CO
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<PAGE> 4
CUSIP No. 42221N-10-4 Page 4 of 8 Pages
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Source of Funds
PF
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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
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Number of 7. Sole Voting Power
Shares 817,772
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each 1,305,073
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 817,772
------------------------------------
10. Shared Dispositive Power
1,305,073
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,122,845 of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
46.9%
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14. Type of Reporting Person
IN
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<PAGE> 5
AMENDMENT NO. 3
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. 3 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, Santa Fe and John V. Winfield pursuant to the
Company's rights offering and the issuance of, and adjustments to, certain
warrants as a result of that rights offering.
The following items of this Schedule 13D are amended:
Item 3. Source and Amount of Funds or Other Consideration.
InterGroup used working capital as its source of funds to purchase
shares of Common Stock by exercising its basic subscription rights and
oversubscription rights pursuant to the Company's rights offering.
Santa Fe used working capital as its source of funds to purchase
shares of Common Stock by exercising its basic subscription rights and
oversubscription rights pursuant to the Company's rights offering.
Mr. Winfield used personal funds as his source of funds to purchase
shares of Common Stock by exercising his basic subscription rights pursuant to
the Company's rights offering.
As part of the rights offering, InterGroup, Santa Fe and Mr. Winfield
agreed with the Company that they would exercise all of their respective basic
subscription rights. In consideration for their commitment, the Company agreed
to issue to each of them warrants to purchase an aggregate of 250,000 shares of
common stock. The warrants were allocated among them, pro rata, according to
their ownership percentage before the rights offering, as follows: 148,652 to
InterGroup, 10,949 to Santa Fe and 90,399 to Mr. Winfield. The exercise price
for those warrants was set at $0.125 above the rights subscription price.
As a result of the rights offering, an adjustment was also made in
the number of shares issuable upon exercise of warrants to purchase common
stock owned by InterGroup and Mr. Winfield pursuant to anti-dilution provisions
contained in such warrants. An appropriate adjustment in the exercise prices
for those warrants was also made.
<PAGE> 6
Item 4. Purposes of Transactions.
The acquisition of the Common Stock of the Company by InterGroup,
Santa Fe and Mr. Winfield was made in accordance with the Company's rights
offering and was purchased 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.
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 on September 18, 1997 and was appointed as Chairman of the Board of the
Company on August 5, 1998.
Item 5. Interest in Securities of the Issuer.
(a) As of March 16, 1999, InterGroup may be deemed to beneficially
own, for purposes of Section 13(d) of the Exchange Act: (i) 841,800 shares of
the Common Stock and (ii) 363,225 shares of the Common Stock which may be
acquired by the exercise of warrants. Those shares represent approximately
26.6% of the outstanding Common Stock based on the Company's representations
that it had 3,834,584 shares of Common Stock outstanding as of the expiration
of the rights offering on March 16, 1999, and assuming the exercise of the all
of its warrants, all of the warrants owned by Santa Fe, and all of the warrants
and options owned by Mr. Winfield, which would increase the number of shares of
outstanding Common Stock to 4,523,729.
Santa Fe, as of March 16, 1999, may be deemed to beneficially own
for purposes of Section 13(d) of the Exchange Act: (i) 89,100 shares of the
Common Stock and (ii) 10,949 shares of Common Stock which may be acquired by
the exercise of warrants. Those shares represent approximately 2.2% of the
Company's outstanding Common Stock assuming the exercise of the all its
warrants, all of the warrants owned by InterGroup and all of the warrants and
options owned by Mr. Winfield.
John V. Winfield, as of March 16, 1999, owns: (i)502,800 shares of
the Common Stock of the Company; (ii) 304,972 shares of Common Stock which may
be acquired by the exercise of warrants; and (iii) options granted to him as a
Director to purchase an aggregate of 10,000 shares of Common Stock. Those
shares represent approximately 18.1% of the Company's outstanding Common Stock
assuming the exercise of all of his warrants and options, all of the warrants
owned by InterGroup and all of the warrants owned by Santa Fe. To the
extent that Mr. Winfield is also deemed to beneficially own, for purposes of
Section 13(d), the shares of Common Stock and warrants to purchase Common Stock
owned by InterGroup and Santa Fe, he would beneficially own 2,122,845 shares of
the Common Stock of the Company, representing approximately 46.9% of the
outstanding Common Stock assuming the exercise of all of the warrants and
options owned by InterGroup, Santa Fe and Mr. Winfield.
<PAGE> 7
(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 and warrants owned by Santa Fe.
John V. Winfield has sole voting power and disposition power with
respect to the Common Stock, warrants and options 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 03/16/99 551,200 $1.0625 Rights Subscription
InterGroup 03/16/99 15,000 $1.0625 Rights Oversubscription
Santa Fe 03/16/99 40,600 $1.0625 Rights Subscription
Santa Fe 03/16/99 28,200 $1.0625 Rights Oversubscription
John Winfield 03/16/99 335,200 $1.0625 Rights Subscription
In consideration for their commitment to exercise all of their basic
commitment rights under the Company's rights offering, warrants to purchase an
aggregate of 250,000 shares were issued to InterGroup, Santa Fe and Mr.
Winfield on March 16, 1999 and were allocated among them, pro rata, according
to their ownership percentage before the rights offering, as follows: 148,652
to InterGroup, 10,949 to Santa Fe and 90,399 to Mr. Winfield. The exercise
price for those warrants was set at $1.1875, which was $0.125 above the rights
subscription price. Those warrants expire on March 15, 2004.
<PAGE> 8
(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.
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: March 22, 1999 THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
Dated: March 22, 1999 SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
Dated: March 22, 1999 By: /s/ John V. Winfield
--------------------------
John V. Winfield
