-----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, Is90Dr+kE1fgoP1DVmAY6UORJaK/sT1rL1X6FFxbVBygg+fx4Vf2blbzhWu31JX5 8EX+2FUpoCU/nAhkk6NWXg== 0000086759-99-000001.txt : 19990325 0000086759-99-000001.hdr.sgml : 19990325 ACCESSION NUMBER: 0000086759-99-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990323 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: 99570449 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 3 HPP 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 -------------------------------------------- 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. [ ] 2 CUSIP No. 42221N-10-4 Page 2 of 8 Pages - ------------------------------------------------------------------------------ 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 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 - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row 11 26.6% - ------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------ 3 CUSIP No. 42221N-10-4 Page 3 of 8 Pages - ------------------------------------------------------------------------------ 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 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% - ------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------ 4 CUSIP No. 42221N-10-4 Page 4 of 8 Pages - ------------------------------------------------------------------------------ 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 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 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,122,845 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 46.9% - ------------------------------------------------------------------------------ 14. Type of Reporting Person IN - ------------------------------------------------------------------------------ 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. 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. 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----