SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EQUIFIN, INC.
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Name of Issuer
Common Stock, Par Value $0.01 Per Share
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Title of Class of Securities
460920-10-1
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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 22, 2003
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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. 460920-10-1 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
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 2,325,580
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With
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10. Shared Dispositive Power
2,325,580
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,325,580 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
23.4%
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14. Type of Reporting Person
CO
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CUSIP No. 460920-10-1 Page Three
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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 2,589,130
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 4,914,710
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 2,589,130
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10. Shared Dispositive Power
4,914,710
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,914,710 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
40.1%
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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
EQUIFIN, 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. This Schedule reflects purchases of 11%
Convertible Notes, with Warrants attached (the "Convertible Notes"), by
InterGroup and John V. Winfield from EquiFin, Inc., a Delaware corporation
("EquiFin" or the "Company") in a private placement transaction that closed on
September 22, 2003. The Notes and Warrants can be converted to common stock,
par value $.01 per share (the "Common Stock") of Equifin at a conversion price
of $.43 per share.
Item 1. Security of Issuer
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This Schedule 13D relates to the Common Stock of EquiFin, Inc. The
address of the principal executive offices of EquiFin is 1011 Highway 71, Suite
200, Spring Lake, New Jersey 07762.
Item 2. Identity and Background
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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 Convertible Notes. Mr. Winfield used personal funds to purchase the
Convertible Notes and shares of Common Stock reported herein.
-4-
Item 4. Purposes of Transactions.
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InterGroup and Mr. Winfield each purchased $500,000 of Convertible
Notes in a private placement transaction with EquiFin that closed on September
22, 2003. The acquisition of the Convertible Notes and Common Stock of the
Company by InterGroup and Mr. Winfield was for investment purposes.
InterGroup, or Mr. Winfield may, from time to time, purchase additional shares
of Common Stock in the open market or in private transactions to increase their
ownership position of EquiFin.
InterGroup, Santa Fe and John V. Winfield 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 the Securities of the Issuer
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(a) InterGroup, as of September 22, 2003, may be deemed to
beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i)
1,162,790 shares of the Common Stock that it can acquire through the conversion
of its $500,000 in Convertible Notes at $.43 per share; and (ii) 1,162,792
shares of Common Stock that it can acquire through exercise of Warrants
attached to the Convertible notes at $.43 per common share. The total of those
shares (2,325,580) represents approximately 23.4% of the outstanding Common
Stock of EquiFin assuming the conversion of the Conversion of the Convertible
Notes and the exercise of the attached Warrants owned by InterGroup.
John V. Winfield, as of September 22, 2003, may be deemed to
beneficially own for purposes of this Section 13(d) of the Exchange Act: (i)
263,550 shares of Common Stock; (ii) 1,162,790 shares of the Common Stock that
he can acquire through the conversion of his $500,000 in Convertible Notes at
$.43 per share; and (iii) 1,162,792 shares of Common Stock that he can acquire
through exercise of Warrants attached to the Convertible notes at $.43 per
common share. The total of those shares (2,589,130) represents approximately
26.1% of the outstanding Common Stock of EquiFin assuming the conversion of the
Convertible Notes and the exercise of the attached Warrants owned by Mr.
Winfield. Mr. Winfield has the sole voting and disposition power over the
shares of Common Stock owned by him.
John V. Winfield owns approximately 58.6% 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 40.1% of the Common
Stock assuming the conversion of the Convertible Notes and the exercise of the
attached Warrants owned by InterGroup and Mr. Winfield.
-5-
The above percentages were determined based on EquiFin's
representations in its latest filing on Form 10-QSB with the Securities and
Exchange Commission that it had 7,597,064 shares of Common Stock issued and
outstanding and assuming the conversion of the Convertible Notes and exercise
of the attached Warrants as discussed above.
(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.
(c) Other than the acquisition of the Convertible Notes and attached
Warrants discussed above, there were no other transactions effected by
InterGroup or Mr. Winfield in the Common Stock within the past sixty (60) days.
(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
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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 26, 2003 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 26, 2003 /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 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.
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