-----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, NSPoGLx9E+Wm0U8F4jPn2B+FsX/RUYWHuzk7IkPWJYhWyfwj3hrDYdtSJV+a0cT/ k/tWdDvpqKp8KCeP3wE2xg== 0000086759-05-000015.txt : 20050630 0000086759-05-000015.hdr.sgml : 20050630 20050630125117 ACCESSION NUMBER: 0000086759-05-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 GROUP MEMBERS: JOHN V. WINFIELD GROUP MEMBERS: SANTA FE FINANCIAL CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIS MORTGAGE INVESTMENT CO CENTRAL INDEX KEY: 0000833088 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 943067889 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50751 FILM NUMBER: 05927602 BUSINESS ADDRESS: STREET 1: 655 MONTGOMERY ST STE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153938000 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: 820 MORAGA DRIVE STREET 2: - CITY: LOS ANGELES, STATE: CA ZIP: 90049-1632 BUSINESS PHONE: (310) 889-2500 MAIL ADDRESS: STREET 1: 820 MORAGA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049-1632 FORMER COMPANY: FORMER CONFORMED NAME: MUTUAL REAL ESTATE INVESTMENT TRUST DATE OF NAME CHANGE: 19860408 SC 13D/A 1 ig13da3tism.txt SCHEDULE 13D AMENDMENT 3 TISM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) TIS MORTGAGE INVESTMENT COMPANY ------------------------------- Name of Issuer Common Stock, $.001 par value --------------------------------------- (Title of Class of Securities) 872527106 ------------ CUSIP Number Michael G. Zybala Asst. Secretary and Counsel The InterGroup Corporation 820 Moraga Drive Los Angeles, California 90049 (310) 889-2500 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications June 24, 2005 ------------------ 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. 872527106 Page 2 of 8 - ----------------------------------------------------------------------------- 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 0 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each 0 Reporting ----------------------------------- Person 9. Sole Dispositive Power With 0 ----------------------------------- 10. Shared Dispositive Power 0 - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 Shares of Common Stock - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 0.0% - ----------------------------------------------------------------------------- 14. Type of Reporting Person CO - ----------------------------------------------------------------------------- CUSIP No. 872527106 Page 3 of 8 - ----------------------------------------------------------------------------- 1. Name of Reporting Person Tax Identification Number Santa Fe Financial Corporation 95-2452529 - ----------------------------------------------------------------------------- 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 Nevada - ----------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares 110,400 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 110,400 ----------------------------------- 10. Shared Dispositive Power - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 110,000 Shares of Common Stock - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 1.2% - ----------------------------------------------------------------------------- 14. Type of Reporting Person CO - ----------------------------------------------------------------------------- CUSIP No. 872527106 Page 4 of 8 - ----------------------------------------------------------------------------- 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 PF - ----------------------------------------------------------------------------- 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 245,600 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each 356,000 Reporting ----------------------------------- Person 9. Sole Dispositive Power With 245,600 ----------------------------------- 10. Shared Dispositive Power 356,000 - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 356,000 Shares of Common Stock - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 4.0% - ----------------------------------------------------------------------------- 14. Type of Reporting Person IN - ----------------------------------------------------------------------------- AMENDMENT NO. 3 TO SCHEDULE 13D OF THE INTERGROUP CORPORATION SANTA FE FINANCIAL CORPORATION AND JOHN V. WINFIELD REGARDING OWNERSHIP OF SECURITIES OF TIS MORTGAGE INVESTMENT COMPANY This Amendment No. 3 to Schedule 13D is being filed by The InterGroup Corporation, a Delaware Corporation ("InterGroup"), Santa Fe Financial Corporation, a Nevada corporation ("Santa Fe") and John V. Winfield, the Chairman, President and Chief Executive Officer of InterGroup and Santa Fe, to update information previously furnished. The following Items of this Schedule 13D are amended: Item 1. Security and Issuer ------------------- This Amendment relates to the common stock, par value $.001 per share (the "Common Stock") of TIS Mortgage Investment Company, a Maryland corporation (the "Issuer"). The principal executive offices of Issuer are located at 655 Montgomery Street, Suite 800, San Francisco, CA 94111. Item 2. Identity and Background ----------------------- The InterGroup Corporation ("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. Santa Financial Corporation ("Santa Fe") is a Nevada corporation with its principal place of business at 820 Moraga Drive, Los Angeles, California 90049. Santa Fe is a public company whose securities are registered under Section 12(g) of the Exchange Act and is a subsidiary of InterGroup. The principal business of Santa Fe is to own and operate real estate. InterGroup is the beneficial owner of approximately 76.9% of the voting shares of Santa Fe and all of the directors of Santa Fe also serve as directors of InterGroup. Attached hereto as Appendix B is a schedule setting forth the executive officers and directors of Santa Fe. 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. -5- John V. Winfield's business address is 820 Moraga Drive, Los Angeles, California 90049. Mr. Winfield's principal occupation is President, Chief Executive Officer and Chairman of the Board of InterGroup and Santa Fe. Mr. Winfield is the beneficial owner of approximately 60.1% of the common stock 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. -------------------------------------------------- InterGroup, Santa Fe used working capital and Mr. Winfield used personal funds to purchase the shares of Common Stock. Item 4. Purposes of Transactions. ------------------------ On June 24, 2005, InterGroup sold 311,500 shares of the Common Stock of Issuer on the open market at a price of $0.07 per share. With that sale, InterGroup no longer owns shares of Common Stock of Issuer. Santa Fe and Mr. Winfield continue to hold shares of the Common Stock for investment purposes and their aggregate position is now less than 5% of the outstanding shares of Common Stock of Issuer (See Item 5. below). InterGroup, Santa Fe and Mr. Winfield acquired the securities of Issuer for investment purposes. InterGroup, Santa Fe 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, Santa Fe 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, Santa Fe 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. Item 5. Interest in the Securities of the Issuer ---------------------------------------- (a) InterGroup, as of June 29, 2005, is not deemed to beneficially own, for purposes of this Section 13(d) of the Exchange Act, any shares of the Common Stock of Issuer. Santa Fe, as of June 29, 2005, may be deemed to beneficially own for purposes of this Section 13(d) of the Exchange Act, 110,400 shares of the Common Stock of the Issuer, representing approximately 1.2% of the outstanding Common Stock of Issuer. -6- John V. Winfield, as of June 29, 2005, may be deemed to beneficially own for purposes of this Section 13(d) of the Exchange Act, 245,600 shares of the Common Stock of the Issuer, representing approximately 2.8% 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 60.1% of the shares of the common stock of InterGroup and InterGroup is the beneficial owner of approximately 76.9% of the voting shares of Santa Fe. Mr. Winfield is also the Chairman, President and Chief Executive Officer of InterGroup and Santa Fe. In those capacities, Mr. Winfield can be deemed to have shared power with InterGroup and Santa Fe to direct the voting and disposition of the Common Shares owned by InterGroup and Santa Fe. To the extent that Mr. Winfield is deemed to beneficially own, for purposes of Section 13(d), the Common Stock owned by InterGroup and Santa Fe, he would beneficially own approximately 4.0% 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 8,893,250 shares of Common Stock outstanding as of November 12, 2004. (b) As the Chairman, President, Chief Executive Officer and controlling shareholder of InterGroup and Santa Fe, John V. Winfield shares the voting power and disposition power with respect to the Common Stock owned by InterGroup and Santa Fe. (c) During the past sixty (60) days, the only transaction effected in the Common Stock of Issuer by InterGroup, Santa Fe and Mr. Winfield was the sale of the 311,500 shares of Common Stock by InterGroup on June 24, 2005, as discussed Item 4 above. (d) InterGroup, Santa Fe and Mr. Winfield have the sole 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. -7- 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 29, 2005 THE INTERGROUP CORPORATION ------------- By: /s/ John V. Winfield ------------------------------------ John V. Winfield, Chairman President and Chief Executive Officer Dated: June 29, 2005 SANTA FE FINANCIAL CORPORATION ------------- By: /s/ Michael G. Zybala ------------------------------------- Michael G. Zybala Vice President and Secretary Dated: June 29, 2005 /s/ John V. Winfield ------------- --------------------------- John V. Winfield -8- APPENDIX A THE INTERGROUP CORPORATION Executive Officers and Directors* John V. Winfield - Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States William J. Nance - Director. Principal Occupation: Certified Public Accountant ("CPA") and Consultant; President Plaza Printers, Inc. Also serves as a Director of Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States Gary N. Jacobs - Secretary and Director. Principal Occupation: Executive Vice President, Secretary, General Counsel and Director MGM Mirage. Citizenship: United States John C. Love - Director. Principal Occupation: CPA, Independent consultant to the hospitality and tourism industries; real estate broker. Director of Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States Joseph A. Grunwald - Vice Chairman of the Board. Principal Occupation: Industrial, commercial and residential real estate developer. Also a Director of Portsmouth Square, Inc. Citizenship: Belgium Mildred Bond - Director. Principal Occupation: Private consultant to Roxborough the NAACP. Citizenship: United States David T. Nguyen - Treasurer and Controller, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.; CPA Citizenship: United States. David C. Gonzalez - Vice President Real Estate. Citizenship: United States Michael G. Zybala - Assistant Secretary and Counsel, The InterGroup Corporation; Vice President, Secretary and General Counsel Santa Fe Financial Corporation and Portsmouth Square, Inc. 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. APPENDIX B SANTA FE FINANCIAL CORPORATION Executive Officers and Directors* John V. Winfield - Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc. Citizenship: United States William J. Nance - Director. Principal Occupation: Certified Public Accountant ("CPA") and Consultant; President, Plaza Printers, Inc. Also serves as a Director of The InterGroup Corporation and Portsmouth Square, Inc. Citizenship: United States John C. Love - Director. Principal Occupation: CPA, Independent consultant to the hospitality and tourism industries; real estate broker. Also serves as a Director of The InterGroup Corporation and Portsmouth Square, Inc. Citizenship: United States David T. Nguyen - Treasurer and Controller of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.; CPA Citizenship: United States. Michael G. Zybala - Vice President, Secretary and General Counsel Santa Fe Financial Corporation and Portsmouth Square, Inc. Also serves as Asst. Secretary and Counsel to The InterGroup Corporation. Citizenship: United States * Business Address: The business address for all executive officers and directors is c/o Santa Fe Financial Corporation, 820 Moraga Drive, Los Angeles, California 90049. -----END PRIVACY-ENHANCED MESSAGE-----