SC 13D/A 1 sf13da4ps.txt SCHEDULE 13D AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) PORTSMOUTH SQUARE, INC. ------------------------------ Name of Issuer Common Stock, No Par Value Per Share --------------------------------------- Title of Class of Securities 737212-10-0 ------------ CUSIP Number Michael G. Zybala Vice President & Secretary 820 Moraga Drive Los Angeles, California 90049 (310) 889-2500 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications March 30, 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. [ ] Page 1 of 6 CUSIP No. 737212-10-0 Page 2 of 6 ----------------------------------------------------------------------------- 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 505,437 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 505,437 ----------------------------------- 10. Shared Dispositive Power ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 505,437 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 68.8% ----------------------------------------------------------------------------- 14. Type of Reporting Person CO ----------------------------------------------------------------------------- CUSIP No. 737212-10-0 Page 3 of 6 ----------------------------------------------------------------------------- 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 19,100 Beneficially ----------------------------------- Owned by 8. Shared Voting Power Each Reporting ----------------------------------- Person 9. Sole Dispositive Power With 19,100 ----------------------------------- 10. Shared Dispositive Power ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 19,100 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 2.4% ----------------------------------------------------------------------------- 14. Type of Reporting Person CO ----------------------------------------------------------------------------- AMENDMENT NO. 4 TO SCHEDULE 13D OF SANTA FE FINANCIAL CORPORATION AND THE INTERGROUP CORPORATION REGARDING OWNERSHIP OF SECURITIES OF PORTSMOUTH SQUARE, INC. This Amendment No. 4 to Schedule 13D is being filed by Santa Fe Financial Corporation, a Nevada corporation ("Santa Fe"), and Santa Fe's parent company, The InterGroup Corporation, a Delaware corporation ("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, no par value (the "Common Stock") of Portsmouth Square, Inc., a California corporation ("Portsmouth" or the "Issuer") by InterGroup. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth. Item 4. Purposes of Transactions. ------------------------ On March 30, 2005, InterGroup purchased 4,400 shares of the Common Stock of Portsmouth in an open market transaction. Santa Fe and InterGroup have purchased their shares of Common Stock for investment purposes. Santa Fe and InterGroup may make additional purchases of Common Stock in the open market, primarily in block purchases, or in private transactions, to increase their equity interest in Portsmouth. Portsmouth is a 68.8%-owned subsidiary of Santa Fe, which has had ownership, voting and management control of Portsmouth since 1987. Santa Fe is a subsidiary of InterGroup, which controls 75.5% of the voting shares of Santa Fe. InterGroup presently owns an additional 2.4% of the Common Stock of Portsmouth. All of Santa Fe's directors also serve as directors of InterGroup. Three of Portsmouth's five directors serve as directors of Santa Fe and four of those five directors are also directors of InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup, Santa Fe and Portsmouth. Except as discussed above, Santa Fe and InterGroup do not have any other plans or proposals at this time which relate to or would result in the events set forth in this Item 4. Page 4 of 6 Item 5. Interest in the Securities of the Issuer ---------------------------------------- (a) As of March 30, 2005, Santa Fe beneficially owns 505,437 shares of the Common Stock of Portsmouth. Those shares represent approximately 68.8% of the outstanding Common Stock of Portsmouth. As of March 30, 2005, InterGroup owns 19,100 shares of the Common Stock of Portsmouth, representing approximately 2.6% of the outstanding Common Stock. To the extent that InterGroup may be deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by Santa Fe, InterGroup would beneficially own approximately 71.4% of the Common Stock of Portsmouth. The above percentages were determined based on Portsmouth's representation that it had 734,183 shares of Common Stock outstanding as of January 12, 2005. (b) Santa Fe and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by each of them, respectively. Since all of Santa Fe's directors are also directors of InterGroup, it is expected that all shares of Common Stock held by Santa Fe and InterGroup would be voted in the same way; however, there is no requirement or agreement that those shares be voted in that manner. (c) Information with respect to transactions in the Common Stock that were effected during the past sixty (60) days is set forth below: Number of Price per Nature of Entity Date Shares Share Transaction ---------- ------- --------- --------- -------------------- InterGroup 3/30/05 4,400 $28.05 Open Market Purchase (d) No person other than Santa Fe and InterGroup, 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 of them, respectively. (e) Inapplicable. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------------------- None. Item 7. Material to be Filed as Exhibits -------------------------------- None. 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: April 1, 2005 SANTA FE FINANCIAL CORPORATION ------------- By: /s/ Michael G. Zybala --------------------------------- Michael G. Zybala, Vice President, Secretary and General Counsel Dated: April 1, 2005 THE INTERGROUP CORPORATION ------------- By: /s/ Michael G. Zybala --------------------------------- Michael G. Zybala, Assistant Secretary and Counsel Page 6 of 6