-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MBdhhP/0NAyx/tF5N3GvCWV79lHXA05o4g5JsSgZKBvE3JAiVrufR4cCda8XkVZn /9s5U1RjsV7SxEH1oyknZw== 0000069422-98-000014.txt : 19980703 0000069422-98-000014.hdr.sgml : 19980703 ACCESSION NUMBER: 0000069422-98-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980702 SROS: NASD GROUP MEMBERS: INTERGROUP CORP GROUP MEMBERS: THE INTERGROUP CORPORATION, JOHN V. WINFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE FINANCIAL CORP CENTRAL INDEX KEY: 0000086759 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 952452529 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34252 FILM NUMBER: 98659501 BUSINESS ADDRESS: STREET 1: 2251 SAN DIEGO AVE STE A-151 CITY: SAN DIEGEO STATE: CA ZIP: 92110-2926 BUSINESS PHONE: 6192987201 MAIL ADDRESS: STREET 1: PO BOX 80037 CITY: SAN DIEGO STATE: CA ZIP: 92138-0037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERGROUP CORP CENTRAL INDEX KEY: 0000069422 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 133293645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2121 AVE OF THE STARS STREET 2: STE 2020 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105561999 MAIL ADDRESS: STREET 1: 2121 AVE OF THE STARS SUITE 2020 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: MUTUAL REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19860408 SC 13D/A 1 INTG SCHEDULE 13D AMENDMENT 14 SFEF SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) SANTA FE FINANCIAL CORPORATION Name of Issuer Common Stock, Par Value $0.10 Per Share Title of Class of Securities 802014-10-0 CUSIP Number John V. Winfield President and Chairman of the Board The InterGroup Corporation 2121 Avenue of the Stars, Suite 2020 Los Angeles, California 90067 (310) 556-1999 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications June 30, 1998 ---------------- 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(b)(3) or (4), check the following box. [ ] CUSIP No. 802014-10-0 - ------------------------------------------------------------------------------ 1. Name of Reporting Person Tax Identification Number The InterGroup Corporation 13-3293645 - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds WC - ------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ Number of 7. Sole Voting Power Shares 674,996 Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each Reporting ------------------------------------ Person 9. Sole Dispositive Power With 625,596 ------------------------------------ 10. Shared Dispositive Power - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 674,996 Shares - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row 11 50.4% - ------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------ CUSIP No. 802014-10-0 - ------------------------------------------------------------------------------ 1. Name of Reporting Person Tax Identification Number John V. Winfield - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Source of Funds N/A - ------------------------------------------------------------------------------ 5. Check if Disclosure of Legal Proceedings is Required pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. Citizenship or Place of Organization U.S. - ------------------------------------------------------------------------------ Number of 7. Sole Voting Power Shares Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each 674,996 Reporting ------------------------------------ Person 9. Sole Dispositive Power With 49,400 ------------------------------------ 10. Shared Dispositive Power 674,996 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 674,996 Shares - ------------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ------------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row 11 50.4% - ------------------------------------------------------------------------------ 14. Type of Reporting Person IN - ------------------------------------------------------------------------------ AMENDMENT NO. 14 TO SCHEDULE 13D OF THE INTERGROUP CORPORATION AND JOHN V. WINFIELD REGARDING OWNERSHIP OF COMMON STOCK OF SANTA FE FINANCIAL CORPORATION This Amendment No. 13 to Schedule 13D is being filed by The InterGroup Corporation ("InterGroup") and John V. Winfield to update information previously furnished. This Amendment reflects the execution of a Voting trust Agreement between InterGroup and John V. Winfield and purchases by InterGroup of additional shares of Common Stock, $.10 par value (the "Common Stock") of Santa Fe Financial Corporation ("Santa Fe" or the "Company") in open market transactions. The following items of this Schedule 13D are amended. Item 1. Security and Issuer. ------------------- This Amendment to Schedule 13D relates to the Common Stock of Santa Fe. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- InterGroup used working capital as its source of funds for the purchase of the Common Stock. Item 4. Purposes of Transaction. ----------------------- (a) On June 30, 1998, InterGroup and John V. Winfield entered into a Voting Trust Agreement, whereby John V. Winfield granted to InterGroup the power to vote the 49,400 shares of Common Stock owned by him as well as a right of first refusal upon any sale of said shares. A true and correct copy of the Voting Trust Agreement is attached hereto as Exhibit A and incorporated herein by reference. As a result of the Voting Trust Agreement, InterGroup now controls 50.4% of the voting power of Santa Fe. InterGroup and John V. Winfield may, from time to time, purchase additional shares of Common Stock in the open market or in private transactions. Except as set forth above, InterGroup 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 ---------------------------------------- (a) InterGroup, as of June 30, 1998, may be deemed to beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i) 611,396 shares of the Common Stock and (ii) 63,600 shares of convertible Preferred Stock. Those shares represent 50.4% of the outstanding Common Stock of Santa Fe assuming the conversion of the Preferred Stock into shares of Common Stock. John V. Winfield owns 49,400 shares of the Common Stock of Santa Fe. Mr. Winfield is the Chairman, President and Chief Executive Officer of InterGroup and is the controlling shareholder of InterGroup. Mr Winfield has investment and voting control of the securities held by InterGroup. To the extent that Mr. Winfield is deemed to beneficially own, for purposes of Section 13(d), the Common Stock and Preferred Stock of InterGroup, he would beneficially own 50.4% of the Common Stock. The above percentages were determined based on Santa Fe's representations that it had 1,276,038 shares of Common Stock issued and outstanding and 63,600 shares of convertible Preferred Stock issued and outstanding, and assuming the conversion of the Preferred Stock into Common Stock. (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 and Preferred Stock owned by InterGroup. John V. Winfield has shared voting power and sole disposition power with respect to the Common Stock owned by him. (c) Information with respect to transactions effected by InterGroup in the Common Stock within the past sixty (60) days is set forth below: Number of Price per Date Shares Share Nature ---- --------- --------- ------ 06/18/98 900 $17.50 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. 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: June 30, 1998 THE INTERGROUP CORPORATION ----------------- By: /s/ John V. Winfield ------------------------------- John V. Winfield, Chairman, President and Chief Executive Officer /s/ John V. Winfield ------------------------ John V. Winfield EXHIBIT A VOTING TRUST AGREEMENT This Agreement is entered into this 30th day of June 1998, by and between John V. Winfield ("Winfield") and The Intergroup Corporation, a Delaware corporation ("InterGroup" or the "Company"). WHEREAS, Winfield is the President, Chairman of the Board and Chief Executive Officer of InterGroup; and the record and beneficial owner of 49,400 shares of Common Stock, $.10 par value (the "Common Stock"), of Santa Fe Financial Corporation ("Santa Fe"); and WHEREAS, InterGroup is also a substantial shareholder of Santa Fe; and WHEREAS, the parties believe that it is in the best interests of the Company that InterGroup have voting control over the shares of Common Stock in order to effectuate a consolidation of Santa Fe and InterGroup for financial reporting purposes; NOW THEREFORE, for valuable consideration and the mutual covenants and conditions set forth herein, Winfield and InterGroup agree as follows: 1. Voting Rights. Winfield grants to InterGroup the exclusive right to vote the Common Stock, in any and all matters, for such period of time as Winfield owns said shares. Said grant of voting rights shall not be deemed a transfer of any ownership rights in the Common Stock. 2. Right of First Refusal. Before selling or transferring any of the Common Stock, Winfield must first offer the shares to InterGroup, in the following manner: (a) Winfield shall mail or personally deliver a copy of any written offer received by him to sell the Common stock, or a notice of intent to sell if there is no written offer, to the Secretary of the Company, stating the number of Common Shares and the price, terms, and conditions of the proposed sale or transfer, including the name of any proposed outside buyer. The Company shall then have the right to purchase any or all of those shares at the price and on the terms and conditions stated in the offer, or at the current market price if there is no written offer, by giving written notice of its election to purchase a specified number of shares. This notice shall be given by mail or personal delivery within two (2) business days after the date of receipt of any written offer to purchase or notice of intent to sell in the open market. (b) If the Company fails to give notice of its election to purchase within the prescribed period, or if it elects to purchase fewer than all of the shares being offered, than Winfield shall be free to sell or transfer the balance of the Common Stock according to the terms of the written offer or on the open market. THE INTERGROUP CORPORATION /s/ John V. Winfield by /s/ Gregory C. McPherson - -------------------- ------------------------- JOHN V. WINFIELD GREGORY C. McPHERSON Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----