Company Update

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 31, 2003 THE INTERGROUP CORPORATION ---------------------------------------------------- Exact Name of Registrant as Specified in Its Charter Delaware -------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-10324 13-3293645 ---------------------- ---------------------------------- (Commission File Number) (IRS Employer Identification Number) 820 Moraga Drive, Los Angeles, CA 90049 --------------------------------------- -------- (Address of Principal Executive Offices) Zip Code (310) 889-2500 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ---------------------------------------------------------- (Former Name or Former Address if Changed Since Last Report) ITEM 5. Other Events. On March 31, 2003, The InterGroup Corporation (the "Company") effectuated a three-for two stock split of its Common Stock in the form of a 50% stock dividend. Any resulting fractional shares were paid in cash. The following table sets forth, as of March 31, 2003, certain information with respect to the beneficial ownership of Common Stock of the Company, (adjusted for the stock dividend) owned by (i) those persons or groups known by the Company to own more than five percent of the outstanding shares of Common Stock, (ii) each Director and Executive Officer, and (iii) all Directors and Executive Officers as a group. Name and Address of Amount and Nature Beneficial Owner (1) of Beneficial Owner(2) Percentage(3) -------------------- ---------------------- ------------- John V. Winfield 1,613,907(4) 55.7% Josef A. Grunwald 133,567(3) 4.9% William J. Nance 69,297(3) 2.6% Mildred Bond Roxborough 27,525(3) 1.0% Gary N. Jacobs 21,375(3)(5) * John C. Love 18,000(3) * Michael G. Zybala 0 * David C. Gonzalez 17,250(6) * All Directors and Executive Officers as a Group (8 persons) 1,900,921 63.2% ------------------ * Ownership does not exceed 1%. (1) Unless otherwise indicated, the address for the persons listed is 820 Moraga Drive, Los Angeles, CA 90049. (2) Unless otherwise indicated and subject to applicable community property laws, each person has sole voting and investment power with respect to the shares beneficially owned. (3) Percentages are calculated on the basis of 2,674,384 shares of Common Stock outstanding at March 31, 2003 plus any securities that person has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights. The following options are included in directors shares: Josef A. Grunwald - 24,000; William J. Nance - 24,000; Mildred Bond Roxborough - 24,000; Gary N. Jacobs - 18,000; John C. Love - 18,000. -2- (4) Includes 225,000 shares of which Mr. Winfield has the right to acquire pursuant to options. (5) Other than his options, all shares of Mr. Jacobs are held by the Gary and Robin Jacobs Family Trust. (6) Includes 1,500 shares of which Mr. Gonzalez has a right to acquire pursuant to options. 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 Dated: April 4, 2003 By /s/ John V. Winfield ----------------------------- John V. Winfield President -3-