UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
February 23, 2006
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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 of 6
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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
0.4%
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14. Type of Reporting Person
CO
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CUSIP No. 02970Q203 Page 3 of 6
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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 169,875
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 175,100
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 169,875
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10. Shared Dispositive Power
175,100
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
175,100 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
12.2%
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14. Type of Reporting Person
IN
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AMENDMENT NO. 3
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
AMERICAN SPECTRUM REALTY, INC.
This Amendment No. 3 to 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,
to update information previously furnished.
The following Items of this Schedule 13D are amended:
Item 1. Security and Issuer
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This Amendment relates to additional purchases of the common stock,
par value $.01 per share (the "Common Stock") of American Spectrum Realty,
Inc., a Maryland corporation (the "Issuer") by Mr. Winfield in open market
transactions.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Winfield used personal funds to purchase the shares of Common
Stock reported herein.
Item 4. Purposes of Transactions.
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InterGroup and Mr. Winfield acquired the securities of Issuer for
investment purposes. 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.
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Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of February 27, 2006 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 0.4% of
the outstanding Common Stock of Issuer.
John V. Winfield, as of February 27, 2006 may be deemed to
beneficially own for purposes of this Section 13(d) of the Exchange Act,
169,875 shares of the Common Stock of the Issuer, representing approximately
11.8% 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
61.5% 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
approximately 12.2% 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 1,432,625 shares of Common Stock outstanding
as of November 9, 2005.
(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) 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 02/23/06 10,300 $17.4733 Open Market Purchase
Winfield 02/15/06 1,300 $17.8077 Open Market Purchase
Winfield 02/14/06 3,800 $17.9211 Open Market Purchase
Winfield 01/26/06 1,000 $15.423 Open Market Purchase
Winfield 01/23/06 3,900 $14.675 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.
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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: February 28, 2006 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: February 28, 2006 /s/ John V. Winfield
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John V. Winfield
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