Delisting Notice

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 2, 2006 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 2, 2006, the InterGroup Corporation (the "Company") received a Nasdaq Staff Deficiency Letter indicating that the Company fails to comply with the minimum Stockholders' Equity requirement for continued listing of its common stock on The Nasdaq Global Market set forth in Marketplace Rule 4450(a)(3). The Company has until October 17, 2006 to submit a specific plan to achieve and sustain compliance with all Nasdaq Global Market listing requirements. The Company may also consider applying to list its securities on The Nasdaq Capital Market. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Text of Press Release, dated October 6, 2006 of the Registrant. 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 6, 2006 By /s/ Michael G. Zybala ----------------------------- Michael G. Zybala Asst. Secretary and Counsel -2- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued October 6, 2006