-----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, Up8KW7oWEyogKHEhxBLPNfAPMSC4VQ5031yxr8DhQSYYLqTJ1jDBmqRTx4sMnEV9 GmGPtfJAdsgI5skqSL7Tlw== 0000069422-96-000006.txt : 19960416 0000069422-96-000006.hdr.sgml : 19960416 ACCESSION NUMBER: 0000069422-96-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960327 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960415 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10324 FILM NUMBER: 96547017 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 27, 1996 THE INTERGROUP CORPORATION DELAWARE (State or other jurisdiction of incorporation) 1-10324 (Commission File Number) 13-3293645 (IRS Employer I.D. Number) 2121 Avenue of the Stars, Suite 2020, Los Angeles, Calif. 90067 (Address of principal executive offices) Registrant's telephone number: (310) 556-1999 Item 1. Change in Control of Registrant Registrant has no information to report under this item. Item 2. Acquisition or Disposition of Assets On March 27, 1996, the Board of Directors of Santa Fe Financial Corporation, a Nevada corporation ("Santa Fe") nominated two directors of The Intergroup Corporation ("Intergroup") to serve as directors of Santa Fe for election at the upcoming Annual Meeting of Stockholders of Santa Fe, presently scheduled to be held in May 1996. The two directors would constitute a majority of the Board (which presently consists of three directors) and, therefore, transfer control of Santa Fe to Intergroup. Subsequently, in April 1996, Mr. Robert Gould resigned as Chairman of the Board, Director and President of Santa Fe. John V. Winfield, the Chairman of the Board and Chief Executive Officer of Intergroup, was appointed to fill the positions of Chairman and President of Santa Fe and William J. Nance, Director and Treasurer of Intergroup, was appointed as Director of Santa Fe. Intergroup presently holds 211,450 shares of Santa Fe Common Stock, representing 33.1% of the outstanding Common Stock of Santa Fe. Of these shares, 90,000 were acquired directly from Santa Fe in January 1995, 31,450 have been acquired in open market transactions, and 90,000 were acquired in March 1996 directly from Santa Fe upon exercise of warrants. The shares acquired from Santa Fe were at prices negotiated at arm's length. The aggregate purchase price for these shares was approximately $5,364,000, and the source of funds for the acquisition of the shares was working capital of Intergroup. Santa Fe's principal asset is the ownership of approximately 64.1% of the outstanding Common Stock of Portsmouth Square, Inc., a California corporation ("Portsmouth"). Portsmouth's principal asset is a 49.8% partnership interest in Justice Investors (a limited partnership) ("Justice"), and Portsmouth serves as a general partner. Justice's principle asset is a hotel and related facilities in San Francisco, California. By virtue of being in control of Santa Fe, Intergroup may be deemed to control Portsmouth and Justice. Item 3. Bankruptcy or Receivership Registrant has no information to report under this item. Item 4. Change in Registrant's Certifying Accountant Registrant has no information to report under this item. Item 5. Other Events Registrant has no information to report under this item. Item 6. Resignations of Registrant's Directors Registrant has no information to report under this item. Item 7. Exhibits Any financial statements required by this Item will be filed no later than 60 days after the date of this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE INTERGROUP CORPORATION Date: April 11, 1996 /s/ Keith R. Schrupp Keith R. Schrupp Vice President of Finance -----END PRIVACY-ENHANCED MESSAGE-----