UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN SPECTRUM REALTY, INC
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Name of Issuer
Common Stock, $.01 par value
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(Title of Class of Securities)
02970Q203
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CUSIP Number
Michael G. Zybala
Asst. Secretary and Counsel
The InterGroup Corporation
820 Moraga Drive
Los Angeles, California 90049
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
September 3, 2004
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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. 02970Q203 Page 2
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 5,225
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
5,225
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,225 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
0.3%
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14. Type of Reporting Person
CO
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CUSIP No. 02970Q203 Page 3
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S.
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Number of 7. Sole Voting Power
Shares 111,275
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 116,500
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 111,275
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10. Shared Dispositive Power
116,500
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
116,500 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
7.5%
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14. Type of Reporting Person
IN
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SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
AMERICAN SPECTRUM REALTY, INC.
This Schedule 13D is being filed by The InterGroup Corporation, a
Delaware Corporation ("InterGroup"), and John V. Winfield, the Chairman,
President and Chief Executive Officer of InterGroup.
Item 1. Security and Issuer
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The class of equity securities to which this Schedule 13D relates is
common stock, par value $.01 per share (the "Common Stock"), of American
Spectrum Realty, Inc., a Maryland corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 5850 San Felipe, Suite 450,
Houston, Texas 77057.
Item 2. Identity and Background
-----------------------
InterGroup is a Delaware corporation with its principal place of
business at 820 Moraga Drive, Los Angeles, California 90049. InterGroup is a
public company whose securities are registered under Section 12(g) of the
Exchange Act. The principal business of InterGroup is to own and operate
multi-family residential property and other real estate. Attached hereto as
Appendix A is a schedule setting forth the executive officers and directors of
InterGroup. None of the named executive officers or directors was subject to
any of the proceedings requiring disclosure under sections (d) or (e) of this
Item.
John V. Winfield's business address is 820 Moraga Drive, Los Angeles,
California 90049. Mr. Winfield principal occupation is President, Chief
Executive Officer and Chairman of the Board of InterGroup. Mr. Winfield has
not been subject to any proceedings requiring disclosure under sections (d) and
(e) of this Item. Mr. Winfield is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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InterGroup used working capital as its source of funds to purchase
the shares of Common Stock. Mr. Winfield used personal funds to purchase the
shares of Common Stock reported herein.
-4-
Item 4. Purposes of Transactions.
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InterGroup and Mr. Winfield have acquired the securities of Issuer
for investment purposes. Although neither InterGroup nor Mr. Winfield have any
present intention to do so, InterGroup or Mr. Winfield may make additional
purchases of the securities of Issuer either in the open market or in privately
negotiated transactions depending on an evaluation of the Issuer's business
prospects and financial condition, the market for securities, other available
investment opportunities, money and other stock market conditions and other
future developments. Depending on these factors, InterGroup or Mr. Winfield may
decide at any time to sell all or part of their holdings of the Issuer's
securities in one or more public or private transactions.
Except as set forth in this Schedule 13D, InterGroup and John V.
Winfield do not have any present plan or proposal that relate to or would
result in any of the events set forth in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of September 13, 2004, may be deemed to
beneficially own, for purposes of this Section 13(d) of the Exchange Act, 5,225
shares of the Common Stock of Issuer, representing approximately 0.3% of the
outstanding Common Stock of Issuer.
John V. Winfield, as of September 13, 2004, may be deemed to
beneficially own for purposes of this Section 13(d) of the Exchange Act,
111,275 shares of the Common Stock of the Issuer, representing approximately
7.2% of the outstanding Common Stock of Issuer. Mr. Winfield has the sole
voting and disposition power over the shares of Common Stock owned by him.
John V. Winfield may be deemed to beneficially own approximately
59.3% of the shares of the common stock of InterGroup. Mr. Winfield is also
the Chairman, President and Chief Executive Officer of InterGroup. In those
capacities, Mr. Winfield can be deemed to have shared power with InterGroup to
direct the voting and disposition of the Common Shares owned by InterGroup. To
the extent that Mr. Winfield is deemed to beneficially own, for purposes of
Section 13(d), the Common Stock owned by InterGroup, he would beneficially own
7.5% of the Common Stock of Issuer.
The above percentages were determined based on the Issuer's
representations in its latest filing on Form 10-Q with the Securities and
Exchange Commission that it had 1,556,897 shares of Common Stock outstanding as
of July 28, 2004.
(b) As the Chairman, President, Chief Executive Officer and
controlling shareholder of InterGroup, John V. Winfield shares the voting
power and disposition power with respect to the Common Stock owned by
InterGroup.
-5-
(c) During the past sixty (60) days, the following transactions were
effected in the Common Stock of Issuer by InterGroup or Mr. Winfield:
Average
Price per
Identity Date Amount Share Nature of Transaction
---------- ------- ------ --------- ---------------------
Winfield 9/03/04 16,500 $6.659 Open Market Purchase
Winfield 9/07/04 8,800 $7.518 Open Market Purchase
Winfield 9/08/04 9,300 $7.766 Open market Purchase
Winfield 9/10/04 1,800 $7.204 Open Market Purchase
Winfield 9/13/04 7,400 $7.921 Open market Purchase
(d) No person other than InterGroup, with respect to its shares, or
Mr. Winfield, with respect to his shares, 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 each.
(e) Inapplicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
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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: September 13, 2004 THE INTERGROUP CORPORATION
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By: /s/ John V. Winfield
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John V. Winfield, Chairman
President and Chief Executive Officer
Dated: September 13, 2004 /s/ John V. Winfield
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John V. Winfield
-6-
APPENDIX A
THE INTERGROUP CORPORATION
Executive Officers and Directors*
John V. Winfield - Chairman of the Board, President and Chief Executive
Officer, The InterGroup Corporation.
Citizenship: United States
William J. Nance - Director. Principal Occupation: Certified Public
Accountant ("CPA") and Consultant.
Citizenship: United States
Gary N. Jacobs - Secretary and Director. Principal Occupation: Executive
Vice President, Secretary and General Counsel MGM Mirage.
Citizenship: United States
John C. Love - Director. Principal Occupation: CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker.
Citizenship: United States
Joseph A. Grunwald - Vice Chairman of the Board. Principal Occupation:
Industrial, commercial and residential real estate
developer.
Citizenship: Belgium
Mildred Bond - Director. Principal Occupation: Private consultant to
Roxborough the NAACP.
Citizenship: United States
David C. Gonzalez - Vice President Real Estate, The InterGroup Corporation.
Citizenship: United States
David T. Nguyen - Treasurer and Controller, The InterGroup Corporation.
Citizenship: United States.
Michael G. Zybala - Assistant Secretary and Counsel.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o The InterGroup Corporation, 820 Moraga Drive, Los Angeles,
California 90049