UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 3, 2008
THE INTERGROUP CORPORATION
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10324 13-3293645
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
820 Moraga Drive, Los Angeles, CA 90049
--------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 889-2500
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 502(e)
-----------
On December 3, 2008, the Board of Directors of the InterGroup Corporation (the
"Company"), adopted a new equity compensation plan for its officers, directors
and key employees entitled, The InterGroup Corporation 2008 Restricted Stock
Unit Plan (the "Plan"). The Plan was adopted, in part, to replace the Company's
1998 Stock Option Plan for Non-Employee Directors and the 1998 Stock Option
Plan for Key Officers and Employees, which were scheduled to expire on December
7, 2008.
Concurrent with the Board adoption of the Plan, the holders of more than 65.2%
of the outstanding common stock of the Company executed written consents in
favor of the adoption of the Plan and have committed to vote in favor of the
ratification of the Plan at the Company's next annual meeting of shareholders,
which is expected to be held on February 18, 2009. A full copy of the Plan will
be filed with the Company's proxy statement on Schedule 14A for that annual
meeting.
The Plan authorizes the Company to issue Restricted Stock Units ("RSUs") as
equity compensation to officers, directors and key employees of the Company on
such terms and conditions established by the Compensation Committee of the
Board of Directors (the "Committee"). RSUs are not actual shares of the
Company's common stock, but rather promises to deliver common stock in the
future, subject to certain vesting requirements and restrictions as may be
determined by the Committee. The maximum number of shares of common stock
available for issuance under the plan will be 200,000. No awards of RSUs shall
vest until at least six months after shareholder ratification of the Plan.
Pursuant to the Plan, the Committee shall also have the power and authority to
establish and implement an exchange program that would permit the Company to
offer holders of awards issued under prior shareholder approved compensation
plans to exchange certain options for new RSUs on terms and conditions to be
set by the Committee. The exchange program is designed to increase the
retention and motivational value of awards granted under prior plans. In
addition, by exchanging options for RSUs, the Company will reduce the number of
shares of common stock subject to equity awards, thereby reducing potential
dilution to stockholders in the event of significant increases in the value of
its common stock.
Pursuant to an exchange offer authorized by the Committee, a total of 5,812
RSUs were issued to the holders of certain Non-Employee Director stock options
in exchange for a total of 36,000 stock options which were surrendered to the
Company on December 7, 2008. It is expected that a similar exchange offer will
be made to the holders of Key Officer and Employee Options that expire on
December 21, 2008. As participation in any such exchange offer is voluntary and
at the option of the holder, the grants of any RSUs to executive officers
cannot be determined at this time.
-2-
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: December 9, 2008 By /s/ Michael G. Zybala
-----------------------
Michael G. Zybala, Asst.
Secretary and Counsel
-3-