-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LzUNrbf4QEzVJ8AMTW8NZgebQ1/RwM5EImTFD/tgvEzs2xqtNUj6Hxt1kPKD4uGT EK85DXldVMm2l2OXmKfdKQ== 0000069422-95-000006.txt : 19950627 0000069422-95-000006.hdr.sgml : 19950627 ACCESSION NUMBER: 0000069422-95-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950626 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32518 FILM NUMBER: 95549213 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 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 SECURITIES AND EXCHANGE COMMISSIONS Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) PACIFIC GATEWAY PROPERTIES, INC. Name of Issuer Common Stock, Par Value $1.00 Per Share Title of Class of Securities 694329-10-3 CUSIP Number Mr. Keith R. Schrupp Vice President 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 June 20, 1995 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. [ ] Check the following box if a fee is being paid with this statement. [ ] - -1- of -5- CUSIP No. 694329-10-3 (Page 2 of 5 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. 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 ______ 6. Citizenship of Place of Organization Delaware Number of 7. Sole Voting Power Shares 385,000 Shares of Common Stock Beneficially Owned by 8. Shared Voting Power Each Reporting Person 9. Sole Dispositive Power With 385,000 Shares of Common Stock 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned By Each Reporting Person 385,000 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 9.9% 14. Type of Reporting Person CO AMENDMENT NO. 2 TO SCHEDULE 13D OF THE INTERGROUP CORPORATION REGARDING OWNERSHIP OF COMMON STOCK OF PACIFIC GATEWAY PROPERTIES, INC. This Amendment No. 2 to Schedule 13D is being filed by The Intergroup Corporation ("Intergroup") to update information previously furnished in connection with the purchase of the Common Stock, $1 par value per share (the "Stock"), of Pacific Gateway Properties, Inc. ("PGP"). This Amendment No. 2 reflects further Stock acquisitions by Intergroup. The following Items of this Schedule 13D are amended: Item 3. Source and Amount of Funds or Other Consideration. All funds used in making purchases of the Stock were obtained from the working capital of Intergroup. Item 4. Purposes of Transactions. The Stock to which this statement relates has been acquired by Intergroup for investment. Other than possibly increasing its equity interest, Intergroup has no pending plans or proposals with respect to PGP. However, Intergroup intends to continuously review its options with respect to its existing investment in the Stock, and expressly reserves the right to (i) purchase additional stock or other securities of PGP by public or private purchase; (ii) dispose of all or any part of its investment in the Stock by public or private sale or otherwise; in each case, at such prices and on such terms as Intergroup may deem advisable; and/or (iii) take such other action with respect to its investment in the Stock as Intergroup may deem appropriate, including by meeting or consulting with the Board of Directors to discuss PGP's assets, corporate structure, dividend policies, capital operations, properties management and personnel or potential extraordinary transactions, such as merger, reorganization or liquidation of the Company or any of its assets or subsidiaries, and by contacting other shareholders to discuss corporate strategy or any of the foregoing matters. Except as set forth above, Intergroup has no present plans or proposals which would result in or relate to any of the transactions described in subparagraph (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) At the close of business on March 1, 1995, Intergroup beneficially owned 385,000 shares, or approximately 9.9% of the outstanding shares of Stock of PGP. (b) Intergroup has sole voting and investment power with respect to the Stock disclosed in Item 5(a) above. (c) Information with respect to transactions effected in the Stock during the past 60 days by Intergroup is set forth in Appendix I hereto. (d) No person other than Intergroup 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 Stock disclosed in Appendix I hereto. SIGNATURE 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: June 20, 1995 THE INTERGROUP CORPORATION By: /s/ Howard A. Jaffe Vice Chairman of the Board and COO APPENDIX I The following table sets forth the trade date for each purchase and sale of Stock by Intergroup, the number of shares of Stock purchased and sold in each such transaction and the price per share in each such transaction effected during the past 60 days. All the shares of Stock were purchased in ordinary brokerage transactions effected in the over-the-counter market. Trade Date Number of Price per Shares Purchased Share June 23, 1995 7,000 $3.46 June 20, 1995 56,100 $3.50 June 16, 1995 2,700 $3.37 June 14, 1995 6,600 $3.33 June 12, 1995 2,100 $3.31 -----END PRIVACY-ENHANCED MESSAGE-----