-----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, EU4BS/YHicLuddI8KUv/yUGGORvYAn2NtgyDhd8+T/DP4+u2N+d76IGBL7Z7llFm dMKbcF5K+Wv0czlpXiacmg== 0001214305-04-000009.txt : 20040712 0001214305-04-000009.hdr.sgml : 20040712 20040712110354 ACCESSION NUMBER: 0001214305-04-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040712 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRUNWALD JOSEF A CENTRAL INDEX KEY: 0001248005 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 820 MORAGA DR CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3108892500 FORMER COMPANY: FORMER CONFORMED NAME: GRUNWALT JOSEF A DATE OF NAME CHANGE: 20030626 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-32518 FILM NUMBER: 04909362 BUSINESS ADDRESS: STREET 1: 820 MORAGA DRIVE STREET 2: - CITY: LOS ANGELES, STATE: CA ZIP: 90049-1632 BUSINESS PHONE: (310) 889-2500 MAIL ADDRESS: STREET 1: 820 MORAGA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049-1632 FORMER COMPANY: FORMER CONFORMED NAME: MUTUAL REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19860408 SC 13D 1 grunwald13d.txt JOSEF A. GRUNWALD SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 THE INTERGROUP CORPORATION ------------------------------ Name of Issuer Common Stock, Par Value $0.01 Per Share --------------------------------------- Title of Class of Securities 458685-10-4 ------------ CUSIP Number Michael G. Zybala Asst. Secretary and Counsel The InterGroup Corporation 820 Moraga Drive Los Angeles, California 90049 (310) 889-2500 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications July 1, 2004 ------------------ 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. [ ] CUSIP No. 458685-10-4 Page Two - ----------------------------------------------------------------------------- 1. Name of Reporting Person Tax Identification Number Josef A. Grunwald - ----------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 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 Belgium - ----------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 139,567 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 139,567 ----------------------------------- 10. Shared Dispositive Power - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 139,567 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 5.5% - ----------------------------------------------------------------------------- 14. Type of Reporting Person IN - ----------------------------------------------------------------------------- SCHEDULE 13D OF JOSEF A. GRUNWALD REGARDING OWNERSHIP OF SECURITIES OF THE INTERGROUP CORPORATION This Schedule 13D is being filed by Josef A. Grunwald, a Director and the Vice- Chairman of the Board of The InterGroup Corporation, a Delaware corporation ("InterGroup" or the "Company") with respect to the securities he beneficially owns in the InterGroup. Item 1. Security of Issuer ------------------ This Schedule 13D relates to the Common Stock, par value $0.01 per share (the "Common Stock") of InterGroup. The address of the principal executive offices of InterGroup is 820 Moraga Drive, Los Angeles, CA 90049. Item 2. Identity and Background ----------------------- Josef A. Grunwald has served as a Director of InterGroup since 1987 and was named Vice-Chairman of the Board in January 2002. Mr. Grunwald is an international industrial, commercial and residential real estate developer. He also serves as Chairman of PDG N.V. (Belgium), a hotel management company, and President of I.B.E. Services S.A. (Belgium) an international trading company. Mr. Grunwald's business address is 820 Moraga Drive, Los Angeles, CA 90049. Mr. Grunwald is not, and has not been, subject to any of the proceedings requiring disclosure under sections (d) or (e) of this Item 2. Mr. Grunwald is a citizen of Belgium. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The Stock Options reported herein were granted to Mr. Grunwald pursuant to InterGroup's 1998 Stock Option Plan for Non-Employee Directors. Mr. Grunwald used personal funds to purchase the shares of Common Stock owned by him. -3- Item 4. Purposes of Transactions. ------------------------ On July 1, 2004, Mr. Grunwald received (along with other qualified directors of InterGroup) an automatic grant of stock options to purchase 3,000 shares of the Common Stock of InterGroup pursuant to the Company's 1998 Stock Option Plan for Non-Employee Directors. The exercise price of the options is $11.75 per share, which was 100% of the fair market value of the Common Stock as of the date of grant. The options expire on June 30, 2014. That grant, coupled with the Company's buy-back of its Common Stock over the past several years, increased Mr. Grunwald's beneficial ownership position in InterGroup, for purposes of Section 13(d) of the Exchange Act, to more than 5%. The Common Stock and stock options owned by Mr. Grunwald were acquired, and are held, for investment purposes. It is expected that Mr. Grunwald will receive additional grants of stock options in the future pursuant to stock option plans adopted by the Company and approved by shareholders. Mr. Grunwald may, from time to time, purchase additional shares of Common Stock in the open market or in private transactions. Mr. Grunwald has 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. Item 5. Interest in the Securities of the Issuer ---------------------------------------- (a) As of July 1, 2004, Mr. Grunwald may be deemed to beneficially own, for purposes of Section 13(d) of the Exchange Act: (i) 109,567 shares of Common Stock; and (ii) 30,000 shares of Common Stock that he can acquire through the exercise of options to purchase Common Stock at exercise prices ranging from $8.00 per share to $12.70 per share and expiring in varying amounts from December 7, 2008 to June 30, 2014. The total of those shares (139,567) represents approximately 5.5% of the Common Stock of InterGroup. Mr. Grunwald has the sole voting and disposition power over the shares of Common Stock owned by him. The above percentages were determined based on 2,496,686 shares of Common Stock issued and outstanding as of June 30, 2004, and assuming the exercise of the stock options discussed above. (b) Mr. Grunwald has the sole power to vote or to direct the vote, and sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by him. (c) Other than grant of stock options discussed above, there were no other transactions effected by Mr. Grunwald in the Common Stock within the past sixty (60) days. (d) No person other than Mr. Grunwald, has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares beneficially owned by him. (e) Inapplicable. -4- Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------------- None. 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: July 9, 2004 /s/ Josef A. Grunwald ------------ --------------------------- Josef A. Grunwald -5- -----END PRIVACY-ENHANCED MESSAGE-----