-----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, G0D/fY0c7VswdcnkLF3Ebnu5Bmllzv5/8/aU7p3iSeZGMxt5sk8zL5ip/XDriUPc eJmGxY80qXyhbC9NhK/CcA== 0000086759-07-000011.txt : 20070702 0000086759-07-000011.hdr.sgml : 20070702 20070702155420 ACCESSION NUMBER: 0000086759-07-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070702 DATE AS OF CHANGE: 20070702 GROUP MEMBERS: JOHN V. WINFIELD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE FINANCIAL CORP CENTRAL INDEX KEY: 0000086759 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 952452529 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34252 FILM NUMBER: 07955147 BUSINESS ADDRESS: STREET 1: 820 MORAGA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: (310) 889-2500 MAIL ADDRESS: STREET 1: 820 MORAGA DRIVE CITY: LOS ANGELES STATE: CA ZIP: 90049 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 ig13dam24sf.txt INTERGROUP 13D AMENDMENT 24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24) 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 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 29, 2007 ----------------- 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. [ ] Page 1 of 6 CUSIP No. 802014-10-0 Page 2 of 6 Pages - ----------------------------------------------------------------------------- 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 981,859 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 932,459 ----------------------------------- 10. Shared Dispositive Power - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 981,859 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 79.1% - ----------------------------------------------------------------------------- 14. Type of Reporting Person CO - ----------------------------------------------------------------------------- CUSIP No. 802014-10-0 Page 3 of 6 Pages - ----------------------------------------------------------------------------- 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 981,859 Reporting ----------------------------------- Person 9. Sole Dispositive Power With 49,400 ----------------------------------- 10. Shared Dispositive Power 981,859 - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 981,859 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 79.1% - ----------------------------------------------------------------------------- 14. Type of Reporting Person IN - ----------------------------------------------------------------------------- AMENDMENT NO. 24 TO SCHEDULE 13D OF THE INTERGROUP CORPORATION AND JOHN V. WINFIELD REGARDING OWNERSHIP OF SECURITIES OF SANTA FE FINANCIAL CORPORATION This Amendment No. 24 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 of issuer This Amendment reflects additional purchases of the Common Stock, $.10 par value (the "Common Stock") of Santa Fe Financial Corporation, a Nevada corporation, ("Santa Fe") by InterGroup in open market transactions. Item 3. Source and Amount of Funds or Other Consideration. InterGroup used working capital as its source of funds to purchase additional shares of the Common Stock. Item 4. Purposes of Transactions. InterGroup and Mr. Winfield have ownership and voting control over Santa Fe. Mr. Winfield serves as Chairman of the Board, President and Chief Executive Officer of InterGroup and Santa Fe. All of Santa Fe's Directors also serve as Directors of InterGroup. As previously reported, on June 30, 1998, John V. Winfield entered into a voting trust agreement, whereby he granted to InterGroup the right to vote the 49,400 shares of Santa Fe Common Stock owned by him as well as a right of first refusal on any sale of those shares. The acquisition of the Common Stock of the Company by InterGroup was for investment purposes. InterGroup, or Mr. Winfield, may, from time to time, purchase additional shares of Common Stock in the open market transactions, primarily block purchases, or in private transactions to increase their ownership position in Santa Fe. 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. Page 4 of 6 Item 5. Interest in the Securities of the Issuer ---------------------------------------- (a) InterGroup, as of June 29, 2007, may be deemed to beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i) 932,459 shares of the Common Stock it directly owns; and (ii) 49,400 shares of Common Stock owned by Mr. Winfield over which it has voting control. The total of those shares, 981,859, represent approximately 79.1% of the outstanding Common Stock of Santa Fe. 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 shares of Common Stock of owned by InterGroup, he would beneficially own 79.1% of the Common Stock. The above percentages were determined based on Santa Fe's representations in its latest filing with the Securities and Exchange Commission that it had 1,241,810 shares of Common Stock issued and outstanding as of May 10, 2007. (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. As provided for in the voting trust agreement, InterGroup has voting power over the shares owned by Mr. Winfield. Mr. Winfield has sole disposition power with respect to the Common Stock owned by him, subject to InterGroup's right of first refusal. (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 -------- --------- --------- -------------------- 6/29/07 12,295 $18.00 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. Page 5 of 6 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: July 2, 2007 THE INTERGROUP CORPORATION --------------- By: /s/ Michael G. Zybala --------------------------- Michael G. Zybala Asst. Secretary and Counsel Dated: July 2, 2007 /s/ John V. Winfield --------------- --------------------------- John V. Winfield Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----