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): October 23, 2007
THE INTERGROUP CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10324 13-3293645
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
820 Moraga Drive, Los Angeles, CA 90049
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(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 4.01 Changes in Registrant's Certifying Accountant
(a) On October 23, 2007, the Audit Committee of the Board of Directors of
The InterGroup Corporation (the "Company") recommended and approved the
dismissal of PricewaterhouseCoopers LLP ("PWC") as the Company's independent
registered public accounting firm.
The reports of PWC on the financial statements of the Company for the fiscal
years ended June 30, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principle. During the fiscal years ended June 30,
2007 and 2006 and through October 23, 2007, there were no disagreements with
PWC on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements (as defined
in Item 304(a)(1)(iv)(A) of Regulation S-B), if not resolved to the
satisfaction of PWC, would have caused PWC to make reference thereto in their
reports on the Company's financial statements for such years. During the
fiscal years ended June 30, 2007 and 2006 and through October 23, 2007, there
were no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B.
The Company has provided PWC with a copy of the above disclosures and has
requested that PWC furnish a letter addressed to the U.S. Securities and
Exchange Commission stating whether or not it agrees with the statements made
by the Company and, if not, stating the respects in which it does not agree.
The letter from PWC is filed as Exhibit 16.1 to this Form 8-K.
(b) On October 23, 2007, the Audit Committee engaged Burr, Pilger & Mayer
LLP ("BPM") as the Company's new independent registered public accounting
firm. During fiscal years ended June 30, 2007 and 2006 and through October
23, 2007, there were no consultations with BPM on any matters described in
Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-B.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP on change in certifying
accountant.
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: October 26, 2007 By /s/ Michael G. Zybala
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Michael G. Zybala
Asst. Secretary and Counsel
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers LLP on change in
certifying accountant.