-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K4BRKIqaS9vug2q+8AOdkzIS9UzbWG3nj5Uk9GfgYDYBdzeGeAqljwaL/IPz7fOO Tw+bhAFkwVjA3bZ2FWVN+g== 0000069422-98-000034.txt : 19981118 0000069422-98-000034.hdr.sgml : 19981118 ACCESSION NUMBER: 0000069422-98-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHY PLANET PRODUCTS INC CENTRAL INDEX KEY: 0000768260 STANDARD INDUSTRIAL CLASSIFICATION: GREETING CARDS [2771] IRS NUMBER: 942601764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39575 FILM NUMBER: 98749508 BUSINESS ADDRESS: STREET 1: 1700 CORPORATE CIRCLE CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077782280 MAIL ADDRESS: STREET 1: 1700 CORPORATE CIRCLE CITY: PETALUMA STATE: CA ZIP: 94954 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERGROUP CORP CENTRAL INDEX KEY: 0000069422 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 133293645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVE OF THE STARS STREET 2: STE 2020 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105561999 MAIL ADDRESS: STREET 1: 2121 AVE OF THE STARS SUITE 2020 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: MUTUAL REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19860408 SC 13D/A 1 INTG SCHEDULE 13D AMENDMENT 2 HPP 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. [ ] 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 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 3 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 - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ 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). 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. 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 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 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 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----