-----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, C4zKt4ywvDxTJ92AxqOLXr2qOqf0DIxtpTcNTFC0AFMqxGGieI09Mc1chyqgTUO9 zEsvHt6S81Vgmh97io+mtA== 0000069422-97-000004.txt : 19970502 0000069422-97-000004.hdr.sgml : 19970502 ACCESSION NUMBER: 0000069422-97-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970501 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-32518 FILM NUMBER: 97593580 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 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 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Credit Depot Corporation Name of Issuer Common Stock, $.001 Par Value Title of Class of Securities 22532-410-2 CUSIP Number Mr. John V. Winfield 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 April 21, 1997 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. [ X ] CUSIP No. 22532-410-2 1. Name of Reporting Person The Intergroup Corporation 2. Check the Appropriate Box if a Member of a Group 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 240,000 Shares Beneficially _____________________________________________ Owned by 8. Shared Voting Power Each Reporting _____________________________________________ Person 9. Sole Dispositive Power With 240,000 Shares _____________________________________________ 10. Shared Dispositive Power _____________________________________________ 11. Aggregate Amount Beneficially Owned By Each Reporting Person 240,000 Shares 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares _________ 13. Percent of Class Represented by Amount in Row 11 5.4% 14. Type of Reporting Person CO CUSIP No. 22532-410-2 1. Name of Reporting Person Santa Fe Financial Corporation 2. Check the Appropriate Box if a Member of a Group 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 Nevada Number of 7. Sole Voting Power Shares 240,000 Shares Beneficially _____________________________________________ Owned by 8. Shared Voting Power Each Reporting _____________________________________________ Person 9. Sole Dispositive Power With 240,000 Shares _____________________________________________ 10. Shared Dispositive Power _____________________________________________ 11. Aggregate Amount Beneficially Owned By Each Reporting Person 240,000 Shares 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares _________ 13. Percent of Class Represented by Amount in Row 11 5.4% 14. Type of Reporting Person CO CUSIP No. 22532-410-2 1. Name of Reporting Person Portsmouth Square, Inc. 2. Check the Appropriate Box if a Member of a Group 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 California Number of 7. Sole Voting Power Shares 80,000 Shares Beneficially _____________________________________________ Owned by 8. Shared Voting Power Each Reporting _____________________________________________ Person 9. Sole Dispositive Power With 80,000 Shares _____________________________________________ 10. Shared Dispositive Power _____________________________________________ 11. Aggregate Amount Beneficially Owned By Each Reporting Person 80,000 Shares 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares _________ 13. Percent of Class Represented by Amount in Row 11 1.7% 14. Type of Reporting Person CO SCHEDULE 13D OF THE INTERGROUP CORPORATION, SANTA FE FINANCIAL CORPORATION AND PORTSMOUTH SQUARE, INC. REGARDING OWNERSHIP OF SECURITIES OF CREDIT DEPOT CORPORATION This Schedule 13D is being filed by The Intergroup Corporation, a Delaware corporation ("Intergroup"), Santa Fe Financial Corporation, a Nevada corporation ("Santa Fe") and Portsmouth Square, Inc., a California corporation ("Portsmouth"), in connection with the purchase of 11% convertible redeemable preferred stock (the "Preferred Stock") of Credit Depot Corporation, a Delaware corporation (the "Company"). The Preferred Stock is convertible at the option of the respective holders thereof at any time into the Company's common stock, $0.001 par value (the "Common Stock") at $2.50 per share. Each $100.00 share of Preferred Stock has one redeemable common stock purchase warrant to purchase 40 shares of Common Stock at $2.50 per share (the "Warrants"). Item. 1. Security and Issuer. This Schedule 13D relates to the Common Stock of the Company. The principal executive offices of Credit Depot Corporation are located at 700 Wachovia Center, Gainesville, Georgia 30501. Item 2. Identity and Background. This Schedule 13D is being filed by Intergroup, Santa Fe and Portsmouth. John V. Winfield is the Chairman, President and Chief Executive Officer of Intergroup, Santa Fe and Portsmouth, and is the controlling shareholder of Intergroup. Mr. Winfield is responsible for managing the investment portfolios and has investment control of securities held by each of these companies. Intergroup owns approximately 35.9% of Santa Fe, and Mr. Winfield, as an individual, owns 3.9% of Santa Fe. 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 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. The principal executive offices of Santa Fe and Portsmouth are at 2251 San Diego Avenue, Suite A-151, San Diego, California 92110. Santa Fe primarily manages its investment in its 64.1%-owned subsidiary, Portsmouth and its other holdings. Portsmouth is both a general and limited partner in a real estate limited partnership. During the last five years neither Intergroup, Santa Fe nor Portsmouth have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or have 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. Appendix I sets forth additional information relating to the directors and executive officers of Intergroup, Santa Fe and Portsmouth which information is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration. Intergroup, Santa Fe and Portsmouth used $300,000, $300,000 and $100,000, of working capital, respectively, as their source of funds to purchase the Preferred Stock and Warrants. Intergroup, Santa Fe and Portsmouth presently believe that they each would use working capital to purchase any Common Stock upon exercise of the Warrants. Item 4. Purposes of Transactions. Intergroup, Santa Fe and Portsmouth purchased the Preferred Stock and Warrants for investment purposes. Intergroup, Santa Fe and Portsmouth may, from time to time purchase additional shares of Common Stock by exercise of the Warrants. Except as set forth above, Intergroup, Santa Fe and Portsmouth 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. Item 5. Interest in Securities of the Issuer. (a) Intergroup, through their rights to convert the Preferred Stock and/or exercise the Warrants, may be deemed to beneficially own, for purposes of Section 13(d) of the Exchange Act: (i) 120,000 shares of Common Stock through conversion of the Preferred Stock, and (ii) 120,000 shares of Common Stock which may be acquired upon exercise of the Warrants. These shares would represent 5.4% of the outstanding shares of Common Stock based on the Company's representation that the Company has 3,869,361 shares of Common Stock outstanding and taking into consideration Intergroup's, Santa Fe's and Portsmouth's conversion of their Preferred Stock and exercise of their Warrants. Santa Fe, through their rights to convert the Preferred Stock and/or exercise the Warrants, may be deemed to beneficially own, for purposes of Section 13(d) of the Exchange Act: (i) 120,000 shares of Common Stock, and (ii) 120,000 shares of Common Stock which may be acquired upon exercise of the Warrants. These shares represent 5.4% of the outstanding shares of Common Stock based on the Company's representation that the Company has 3,869,361 shares of Common Stock outstanding and taking into consideration Intergroup's, Santa Fe's and Portsmouth's conversion of their Preferred Stock and exercise of their Warrants. Portsmouth, through their rights to convert the Preferred Stock and/or exercise the Warrants, may be deemed to beneficially own, for purposes of Section 13(d) of the Exchange Act: (i) 40,000 shares of the Common Stock through conversion of the Preferred Stock, and (ii) 40,000 shares of the Common Stock which may be acquired upon exercise of the Warrants. These shares represent 1.7% of the outstanding shares of Common Stock based on the Company's representation that the Company has 3,869,361 shares of Common Stock outstanding and taking into consideration Intergroup's, Santa Fe's and Portsmouth's conversion of their Preferred Stock and exercise of their Warrants. (b) Intergroup, Santa Fe and Portsmouth each have sole voting and investment power with respect to their individual securities holdings disclosed in Item 5(a) above. (c) Information with respect to transactions effected in the Common Stock and Preferred Stock during the past sixty (60) days by Intergroup, Santa Fe and Portsmouth and Mr. Winfield is set forth in Appendix II. (d) No person other than Intergroup, Santa Fe and Portsmouth, and Mr. Winfield as Chairman, President and Chief Executive Officer of each of these companies, have 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, Portsmouth and/or Mr. Winfield and any other person with respect to any securities of the Company 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. 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. There is no material to be filed as Exhibits. There are no written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) (Section 240.13d-1(f)) and no written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6. 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: April 29, 1996 THE INTERGROUP CORPORATION By: /s/ John V. Winfield Its President, Chairman and CEO SANTA FE FINANCIAL CORPORATION By: /s/ John V. Winfield Its President, Chairman and CEO PORTSMOUTH SQUARE, INC. By: /s/ John V. Winfield Its President, Chairman and CEO APPENDIX I The following sets forth the name, business address and principal occupation of each officer and director of Intergroup, Santa Fe and Portsmouth: 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, Santa Los Angeles, California 90067 Fe and Portsmouth Joseph Grunwald Chairman of PDG N.V.(Belgium), AGICO-PDG S.A. a hotel management company 222A Avenue Montjoie Brussels, Belgium 1180 Howard A. Jaffe Vice Chairman of the Board, The Intergroup Corporation Chief Operating Officer and 2121 Avenue of the Stars, #2020 Secretary of Intergroup Los Angeles, California 90067 William J. Nance President of Century Plaza Plaza Printers, Inc. Printers, Inc. 2040 Avenue of the Stars Los Angeles, California 90067 Mildred Bond Roxborough Director of Development and NAACP Special Programs of the NAACP 39 Broadway, 22nd Floor New York, New York 10006 APPENDIX I (continued) Officers: Gregory C. McPherson Executive Vice President, The Intergroup Corporation Assistant Secretary and 2121 Avenue of the Stars, #2020 Assistant Treasurer of Los Angeles, California 90067 Intergroup All of the foregoing are citizens of the United States except Josef A. Grunwald, who is a citizen of Belgium. 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, Santa Los Angeles, California 90067 Fe and Portsmouth Janice Braly-Nelsen Director of Santa Fe and Santa Fe Financial Corporation Portsmouth 2251 San Diego Avenue, Ste. A-151 San Diego, CA 92110 William J. Nance President of Century Plaza Plaza Printers, Inc. Printers, Inc. 2040 Avenue of the Stars Los Angeles, California 90067 Officers: L. Scott Shields Certified Public Accountant Secretary, Treasurer and Chief Financial Officer L. Scott Shield, CPA 4540 Kearny Villa Road, Suite 213 San Diego, CA 92123 All of the foregoing are citizens of the United States. APPENDIX I (continued) Portsmouth 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, Santa Los Angeles, California 90067 Fe and Portsmouth Janice Braly-Nelsen Director of Santa Fe and Santa Fe Financial Corporation Portsmouth 2251 San Diego Avenue, Ste. A-151 San Diego, CA 92110 Jerold R. Babin First Vice President of Prudential Securities Prudential Securities 4 Embarcadero Center, Suite 2400 San Francisco, CA 94111 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 Officers: L. Scott Shields Certified Public Accountant Treasurer and Chief Financial Officer L. Scott Shield, CPA 4540 Kearny Villa Road, Suite 213 San Diego, CA 92123 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 proceedings (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. None of their directors or executive officers beneficially own any Common Stock of the Company. APPENDIX II The following table sets forth the trade date for each purchase and sale of Common or Preferred Stock by Intergroup, Santa Fe, Portsmouth and Mr. Winfield, the number of shares of Common or Preferred Stock purchased and sold in each such transaction and the price per share in each such transaction effected during the past sixty (60) days. All the shares of Common Stock were sold through the public markets. All of the shares of Preferred Stock were purchased through a private placement. Number of Number of shares of Shares of Preferred Common Price Stock Stock per Trade Date Person Purchased Sold Share Common Stock: 2/24/97 Intergroup 4,000 $3.82 3/10/97 Santa Fe 5,000 $3.50 3/17/97 Santa Fe 5,000 $3.69 3/20/97 Mr. Winfield 7,000 $3.69 4/14/97 Intergroup 4,000 $3.17 4/14/97 Mr. Winfield 4,400 $3.13 4/15/97 Intergroup 6,400 $3.02 4/15/97 Portsmouth 4,500 $3.02 4/15/97 Santa Fe 31,100 $3.02 4/18/97 Mr. Winfield 3,700 $2.91 4/18/97 Santa Fe 8,900 $2.91 4/21/97 Mr. Winfield 4,900 $2.88 Preferred Stock: 4/21/97 Intergroup 3,000 $100.00 4/21/97 Santa Fe 3,000 $100.00 4/21/97 Portsmouth 1,000 $100.00 -----END PRIVACY-ENHANCED MESSAGE-----