-----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, BSu49lOmoUSPZ4p13bm5w4XEbebws4CdCv/mCvPPjb0mHa5sbyVj5nXHR0MCaUzC xH0K3Vtzfv1yLLcoajsmZQ== 0000086759-97-000010.txt : 19971117 0000086759-97-000010.hdr.sgml : 19971117 ACCESSION NUMBER: 0000086759-97-000010 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NASD FILER: 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-06877 FILM NUMBER: 97717824 BUSINESS ADDRESS: STREET 1: P O BOX 80037 CITY: SAN DIEGO STATE: CA ZIP: 92138-0037 BUSINESS PHONE: 6192987201 MAIL ADDRESS: STREET 1: PO BOX 80037 CITY: SAN DIEGO STATE: CA ZIP: 92138-0037 10QSB 1 SANTA FE FINANCIAL CORPORATION 10-QSB 09/30/97 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from _______ to ________ Commission File Number 0-6877 SANTA FE FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 95-2452529 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) Mailing Address: P.O. Box 80037 San Diego, CA 92138 Street Address: 2251 San Diego Avenue, Suite A-151 San Diego, CA 92110 (619) 298-7201 (Registrant's Telephone Number, Including Area Code) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 638,019 shares of issuer's $.10 Par Value Common Stock were outstanding as of October 24, 1997. Transitional Small Business Disclosure Format (check one): Yes No X 2 INDEX SANTA FE FINANCIAL CORPORATION PART I FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheet--September 30, 1997 (Unaudited) 3 Consolidated Statements of Income (Unaudited)--Three Months ended September 30, 1997 and 1996 and for the Nine Months ended September 30, 1997 and 1996 4 Consolidated Statements of Cash Flows (Unaudited)-- Nine Months ended September 30, 1997 and 1996 5 Notes to Consolidated Financial Statements---September 30, 1997 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 12 3 PART I FINANCIAL INFORMATION Item 1. Financial Statements Santa Fe Financial Corporation Consolidated Balance Sheet (Unaudited)
September 30 1997 ------------- Assets Current assets: Cash and cash equivalents $ 2,792,702 Investment securities 11,659,331 Other investments 550,203 Deferred income taxes 53,345 Income tax receivable 93,802 Current portion of notes receivable 4,153 Other current assets 79,293 ----------- Total currents assets 15,232,829 ----------- Investments: Investment in Justice Investors 5,859,725 Other investments 2,431 ----------- 5,862,156 ----------- Furniture and fixtures: Furniture and fixtures 97,649 Less allowances for depreciation (86,048) ----------- 11,601 ----------- Other assets: Notes receivable, less current portion 214,495 Deferred income taxes 3,788 ----------- 218,283 ----------- Total assets $ 21,324,869 =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued expenses $ 70,271 Income taxes payable - Due securities broker 4,445,660 Deferred income taxes 722,124 ---------- Total current liabilities 5,238,055 ---------- Minority interest 3,416,299 ---------- 4 Commitments and contingencies Shareholders' equity: Common stock - par value $.10 per share; Authorized - 1,500,000 Issued & outstanding - 638,019 63,802 Additional paid-in capital 8,089,199 Unrealized gain on investment securities, net of deferred taxes 1,076,979 Retained earnings 3,440,535 ----------- Total shareholders' equity 12,670,515 ----------- Total liabilities & shareholders' equity $ 21,324,869 =========== See accompanying notes.
Santa Fe Financial Corporation Consolidated Statements of Income (Unaudited)
Three Months ended Nine Months ended September 30 September 30 1997 1996 1997 1996 --------- --------- --------- --------- Revenues: Equity in net income of Justice Investors $ 755,033 $ 630,553 $1,866,018 $1,304,101 Dividend and interest income 193,328 172,404 649,344 397,125 Investment gain (loss) (357,400) - (588,233) - Other income 43,393 28,176 99,745 85,400 --------- --------- --------- --------- 634,354 831,133 2,026,874 1,786,626 --------- --------- --------- --------- Costs and expenses: Litigation - GPG 42,297 157,060 248,506 321,925 General and administrative 161,706 87,912 475,133 310,762 Professional and outside services 27,897 16,730 141,766 62,122 Depreciation 972 1,962 2,914 5,885 --------- --------- --------- --------- 232,872 263,664 868,319 700,694 --------- --------- --------- --------- Income before income taxes and minority interest 401,482 567,469 1,158,555 1,085,932 Income taxes 141,000 249,000 429,000 456,000 --------- --------- --------- --------- Income before minority interest 260,482 318,469 729,555 629,932 Minority interest 134,869 129,681 318,769 254,593 --------- --------- --------- --------- Net income $ 125,613 $ 188,788 $ 410,786 $ 375,339 ========= ========= ========= ========= Net income per share $ 0.20 $ 0.30 $ 0.64 $ 0.61 ========= ========= ========= ========= Weighted average shares outstanding 638,019 638,019 638,019 614,698 ========= ========= ========= ========= Dividends per Share $ - $ - $ - $ 0.25 ========= ========= ========= ========= See accompanying notes.
5 Santa Fe Financial Corporation & Subsidiary Consolidated Statements of Cash Flows (Unaudited)
Nine Months ended September 30 1997 1996 ----------- ----------- Operating Activities Net income $ 410,786 $ 375,339 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in net income of limited partnership (1,866,018) (1,304,101) Minority interest 318,769 79,585 Amortization of excess of market value over carrying value of investment (66,528) (66,528) Depreciation 2,914 5,886 Changes in operating assets and liabilities: Other current assets 90,474 17,761 Accounts payable and accrued expenses (31,419) 45,127 Income taxes payable (171,942) 28,997 ---------- ---------- Net cash used in operating activities (1,312,964) (817,934) ---------- ---------- Investing Activities Cash distributions from limited partnership 1,224,601 941,220 Purchase of investment securities (16,105,176) (6,563,983) Proceeds from sale of investment securities 15,212,627 - Purchases of other investments (490,203) - Purchase of property, furniture and fixtures - (3,392) ---------- ---------- Net cash provided by investing activities (158,151) (5,626,155) ---------- ---------- Financing Activities Proceeds from sale of common stock, net - 2,430,000 Increase in amounts due securities broker 4,445,660 - Dividends paid (133,295) (137,003) Increase in notes receivable - (100,000) Proceeds from receivable 12,039 11,245 Purchase of Portsmouth stock (187,938) - ---------- ---------- Net cash provided by financing activities 4,136,466 2,204,242 ---------- ---------- Increase in cash and cash equivalents 2,665,351 (4,239,847) Cash and cash equivalents at beginning of period 127,351 7,016,804 ---------- ---------- Cash and cash equivalents at end of period $ 2,792,702 $ 2,776,957 ========== ========== See accompanying notes.
6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Significant Accounting Policies --------------------------------------------------------- The consolidated financial statements included herein have been prepared by Santa Fe Financial Corporation (the "Company"), without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures that are made are adequate to make the information presented not misleading. Further, the consolidated financial statements reflect, in the opinion of management, all adjustments (which included only normal recurring adjustments) necessary to state fairly the financial position and results of operations as of and for the periods indicated. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes therein included in the Company's Form 10-K for the year ended December 31, 1996. The results of operations for the nine months ended September 30, 1997 are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 1997. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, (Earnings per Share) which will be required to be adopted on December 31, 1997. The impact of Statement 128 on the calculation of earnings per share for these quarters is not expected to be material. 2. Investment in Justice Investors ------------------------------- The Company's principal sources of revenue continue to be derived from the investment of its 65.2%-owned subsidiary, Portsmouth Square, Inc. ("Portsmouth") in the Justice Investors limited partnership. Portsmouth has a 49.8% interest in the limited partnership which owns and leases a Holiday Inn in San Francisco, California. Portsmouth also serves as one of the two general partners of Justice Investors. Portsmouth records its investment on the equity basis. Condensed financial statements for Justice Investors are as follows: JUSTICE INVESTORS CONDENSED BALANCE SHEET
September 30, 1997 ------------------ Assets Total current assets $1,325,082 Property, plant and equipment, net of accumulated depreciation of $10,496,135 6,068,037 Loan fees and deferred lease costs, net of accumulated amortization of $77,980 232,433 --------- $7,625,552 ========= 7 Liabilities and partners' capital Total current liabilities $ 72,171 Long-term debt 3,221,334 Partners' capital 4,332,047 Total liabilities and --------- partners capital $7,625,552 =========
JUSTICE INVESTORS CONDENSED STATEMENTS OF OPERATIONS
Three Months ended Nine Months ended September 30 September 30 1997 1996 1997 1996 --------- --------- --------- --------- Revenues $1,780,605 $1,495,360 $4,543,178 $3,290,129 Costs and expenses 264,475 229,189 805,192 671,452 --------- --------- --------- --------- Net income $1,516,130 $1,266,171 $3,737,986 $2,618,677 ========= ========= ========= =========
3. Litigation ---------- During January 1995, Santa Fe completed a private placement of 90,000 shares of common stock and granted warrants for the purchase of an additional 90,000 shares for gross proceeds of $2,340,000. The underlying agreement also granted certain additional rights to the acquiring company, The InterGroup Corporation ("InterGroup"). The warrants were exercisable at prices ranging from $26.50 to $27.50 per share at dates through December 30, 1997. On March 11, 1996, the warrants were exercised to purchase 90,000 shares of the Company's common stock at $27.00 per share for proceeds of $2,430,000. On February 22, 1995, a shareholders' derivative suit was filed against the Company, its directors and others challenging the private placement agreement. The complaint sought declaratory relief, rescission or reformation of the agreement, injunctive relief and unspecified general and punitive damages. During 1996, the court granted InterGroup summary judgment, which effectively disposed of rescission or reformation as a remedy in that action. Plaintiffs are currently seeking appellate review of the summary judgment. On July 3, 1997, the Court of Appeal granted a petition for a writ of mandate brought by the director defendants which ordered the trial court to enter summary judgment in favor of those defendants. A petition for review of that decision was denied by the California Supreme Court on October 15, 1997. The Court of Appeal's decision disposed of the remaining liability claims in the action and relieved the Company from any potential liability for the payment of attorneys' fees to the derivative plaintiffs. The Court of Appeal's decision also confirmed that the director defendants properly exercised their business judgment. After a final judgment is entered, the Company and its directors, as the prevailing parties, will be in a position to apply to the trial court for an award of attorneys' fees and costs against plaintiffs. 8 On May 30, 1996, Portsmouth was served with a personal injury action in the San Francisco Superior Court. The suit, which was filed on March 26, 1996, names more than 60 defendants, including the managing general partner of Justice Investors, and alleges injuries suffered as a result of exposure to asbestos-containing materials. The Complaint seeks an unspecified amount of damages including recovery for loss of income and medical expenses. Portsmouth is being defended through its insurance carrier under a reservation of rights. On September 16, 1997, an order granting a motion for summary judgment was entered in favor of Portsmouth. At this time it not known whether plaintiff will seek appellate or other review of that order. 4. Related Party Transactions -------------------------- Certain costs and expenses, primarily salaries, rent and insurance, are allocated between the Company and its subsidiary, Portsmouth, based on management's estimate of the utilization of resources. During the nine months ended September 30, 1997, the Company and its subsidiary also made payments to InterGroup totaling $88,492 for administrative costs and reimbursement of direct and indirect costs associated with the management of the Company's investments, including its subsidiary's partnership asset. The Company's President and Chief Executive Officer, John V. Winfield, directs the investment activity of the Company in public and private markets pursuant to authority granted by the Board of Directors. Mr. Winfield also serves as Chief Executive Officer of Portsmouth and InterGroup and directs the investment activity of those companies. Depending on certain market conditions and various risk factors, the Chief Executive Officer, his family, Portsmouth and InterGroup may, at times, invest in the same companies in which the Company has invested. The Company encourages such investments because it places personal resources of the Chief Executive Officer and his family members, and the resources of Portsmouth and InterGroup, at risk in connection with investment decisions made on behalf of the Company. Two of the Company's Directors serve as directors of InterGroup and three of the Company's Directors serve on the Board of Portsmouth. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS AND PROJECTIONS The Company may from time to time make forward-looking statements and projections concerning future expectations. When used in this discussion, the words "estimate," "project," "anticipate" and similar expressions, are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, such as partnership distributions, general economic conditions of the hotel industry in the San Francisco area, securities markets, litigation and other factors, including those discussed below and in the Company's Form 10-K for the year ended December 31, 1996, that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 9 RESULTS OF OPERATIONS The Company's principal sources of revenue continue to be derived from the investment of its 65.2%-owned subsidiary, Portsmouth Square, Inc., in the Justice Investors limited partnership and income received from investment of its cash and securities assets. The partnership derives most of its income from a lease with Holiday Inn, Inc., which was assumed by Bristol Hotel Company ("Bristol"), and from a lease with Evon Garage Corporation. Three Months Ended September 30, 1997 Compared to Three Months Ended September 30, 1996 Comparison of results of operations for the three months ended September 30, 1997 to the three months ended September 30, 1996, shows a decrease in total revenues of 23.7% and that costs and expenses decreased 11.7%, income before taxes and minority interest decreased 29.3% and net income decreased 33.5%. The 23.7% decrease in total revenues from $831,133 to $634,354 was primarily attributable to a 19.7% increase in partnership income from $630,553 to $755,033, a 12.1% increase in dividend and interest income from $172,404 to $193,328, offset by a $357,400 realized loss on investments. The increase in partnership income is primarily attributable to a 21.6% increase in hotel rental income as a result of both higher occupancy rates and an increase in the average daily room rate. The increase in dividend and interest income reflects management's efforts to diversify the Company's investments to provide for an overall higher yield. The realized loss on investments of $357,400 should be considered in the context that the Company had pre-tax unrealized gains on investments of $2,231,904 and pre-tax unrealized losses in the amount of $772,399 as of September 30, 1997. The net unrealized gain on investments of $1,076,979, after tax, is included in shareholders' equity. The 11.7% decrease in costs and expenses from $263,664 to $232,872 is primarily attributable to a 73.1% decrease in litigation expenses, offset by a 83.9% increase in general and administrative expenses and a 66.7% increase in professional and outside service fees. The decrease in litigation expenses from $157,060 to $42,297 reflects a period of reduced activity in the GPG lawsuit when matters were pending on appeal. As a result, expenses incurred by the Company as a result of the litigation filed by GPG did not have as severe of an adverse impact on net income as they did in the third quarter of 1996. The increase in general and administrative expenses from $87,912 to $161,706 reflects higher administrative costs and direct and indirect costs associated with the management of the Company's investments, including its partnership asset. The increase in professional and outside service fees from $16,730 to $27,897 is primarily attributable to the retention of a consultant by the Company's subsidiary to advise Portsmouth on certain operational and partnership matters as part of Portsmouth's more active role as a general partner in Justice Investors. Effective April 28, 1997, Holiday Inns, Inc. merged with Bristol of Dallas, Texas, a publicly held company listed on the New York Stock Exchange. Bristol has agreed to assume and perform all of Holiday's obligations under the lease with the partnership and will continue to operate the hotel as a Holiday Inn or one of Holiday's related brands. The partnership and Bristol have made substantial improvements to the hotel property and further improvements are expected to be made in the future in an effort to achieve Select or Crowne Plaza status. 10 Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996 Comparison of the results of operations for the first nine months of 1997 to the first nine months of 1996 shows a net increase in total revenues of 13.4% and that costs and expenses increased approximately 23.9%, income before taxes and minority interest increased approximately 6.7% and net income increased 6.7%. The 13.4% net increase in total revenues from $1,786,626 to $2,026,874 was primarily due to a 43.1% increase in partnership income from $1,304,101 to $1,866,553, and a 63.5% increase in dividend and interest income from $397,125 to $649,344. The increase in partnership income is primarily attributable to a 48.7% increase in hotel rental income as a result of both higher occupancy rates and an increase in the average daily room rate. The increase in dividend and interest income reflects management's efforts to diversify the Company's investments to provide for an overall higher yield. The realized loss on investments of $588,233 should be considered in the context that the Company had pre-tax unrealized gains on investments of $2,231,904 and pre-tax unrealized losses in the amount of $772,399 as of September 30, 1997. The net unrealized gain on investments of $1,076,979, after tax, is included in shareholders' equity. The 23.9% increase in costs and expenses from $700,658 to $868,319 is primarily attributable to a 52.9% increase in general and administrative expenses, a 128.2% increase in professional and outside service fees, offset by a 22.8% decrease in the costs associated with the litigation brought by GPG. The increase in general and administrative expenses from $310,726 to $475,133 reflects higher administrative costs and direct and indirect costs associated with the management of the Company's investments, including its partnership asset and increases in the salary of the Company's Chief Executive Officer. The increase in professional and outside service fees from $62,122 to $141,766 is primarily attributable to the retention of a consultant by the Company's subsidiary to advise Portsmouth on certain operational and partnership matters as part of Portsmouth's more active role as a general partner in Justice Investors and higher accounting, tax and audit fees. Expenses incurred by the Company as a result of the litigation filed by GPG continued to adversely impact net income for the first nine months of 1997, although those expenses did decrease from $321,925 for the first nine months of 1996 to $248,506 for the first nine months of 1997 as a result of reduced activity in that action while matters were pending on appeal. FINANCIAL CONDITION AND LIQUIDITY The Company's cash flows are primarily generated by its subsidiary's investment in the Justice Investors limited partnership, which derives the majority of its income from its lease with Bristol and a lease with Evon Garage Corporation. In addition to its monthly limited partnership distributions from Justice Investors, Portsmouth receives monthly management fees as a general partner. The Company also derives revenue from the investment of its cash and securities assets. As a result of increases in the amount of rental income from the hotel lease, the general partners of Justice Investors decided that there would be a special one-third increase in the monthly distribution to limited partners effective with the February 1997 distribution. As a result, Portsmouth's monthly distribution increased to $139,440 from $109,580. Although it is planned that the distribution at the higher level will continue for a period 11 of 12 months, the increase was clearly identified as a special distribution and, at any time, unforeseen circumstances could dictate a change in the amount distributed. The general partners will conduct an annual review and analysis to determine an appropriate monthly distribution for the ensuing year. At that time, the monthly distribution could be decreased or increased. The Company has been diversifying its investment of its cash and securities assets in an effort to obtain an overall higher yield while seeking to minimize the associated increased degree of risk. The Company has invested in income-producing instruments and in equity and debt securities when deemed appropriate. The Company's securities investments are classified as available-for-sale and unrealized gains and losses, net of deferred taxes, are included in shareholders' equity. As of September 30, 1997, the Company had a net unrealized gain on investments of $1,076,979 after tax, which consists of pre-tax unrealized gains of $2,231,904 and pre-tax unrealized losses of $772,399. Realized investment gains and losses may fluctuate significantly from period to period in the future and could have a meaningful effect on the Company's net earnings. However, the amount of realized investment gain or loss for any given period may have no predictive value, and variations in amount from period to period may have no practical analytical value. At September 30, 1997, the Company's current assets were $15,232,829 and it remains liquid with a current ratio of approximately 2.9 to 1 at the end of the quarter. Management believes the Company's capital resources are currently adequate to meet its short- and long-term obligations. PART II. OTHER INFORMATION Item 1. Legal Proceedings As previously reported, Guinness Peat Group plc and its subsidiary, Allied Mutual Insurance Services Limited ("plaintiffs") had filed a shareholders derivative suit against certain directors of the Company, InterGroup and the Company as a nominal defendant in the Superior Court of the State of California, County of San Diego, Case No. 685760. On July 3, 1997, the Court of Appeal, Fourth Appellate District, Division One of the State of California granted the director defendants' petition for a writ of mandate and directed the trial court to vacate its order denying the director defendants' motion for summary judgment and to enter a new order granting the motion. The Court of Appeal's decision became final on August 2, 1997; however, plaintiffs filed a petition for review to the California Supreme Court on August 12, 1997. That petition was denied by the Supreme Court on October 15, 1997. In its ruling, the Court of Appeal determined that the director defendants properly exercised their business judgment in connection with the Company entering into the December 20, 1994 Securities Purchase Agreement with InterGroup. That decision effectively disposes of the liability claims brought by plaintiffs in this action. Previously, the trial court granted summary judgment in favor of InterGroup, ruling that there was no fraud in connection with that transaction. The summary judgment in favor of InterGroup has been appealed by plaintiffs. After a final judgment is entered by the trial court, the Company and the director defendants, as the prevailing parties, will be in a position to apply for an award of attorneys' fees and costs against plaintiffs. Although it is unknown at this time how the court will ultimately rule on that issue, the 12 Company will vigorously seek recovery from plaintiffs of all expenses that it was forced to incur in defense of this action. The Court of Appeal's decision also relieves the Company of any potential liability for the payment of the attorneys' fees of the derivative plaintiffs. Item 4. Submission of Matters to a Vote of Security Holders On August 12, 1997, a Special Meeting of Shareholders was held in Los Angeles, California to consider and vote on a proposed amendment to the Company's Articles of Incorporation to increase the number of authorized shares of the Common Stock of the Company from 1,500,000 shares of Common Stock, $.10 par value, to 2,000,000 shares and to authorize 1,000,000 shares of Preferred Stock, $.10 par value. At that meeting, the proposed amendment was approved and ratified by a majority vote of the issued and outstanding Common Shares of the Company. A tabulation of that vote was previously set forth in Registrant's Form 10-QSB for the quarterly period ended June 30, 1997. The amendment to the Articles of Incorporation will become effective only upon filing with the Secretary of State of the State of Nevada. As set forth in the proposal, the Board of Directors of the Company reserved the right to determine not to file the amendment. 12 Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - the Financial Data Schedule is filed as an exhibit to this report. (b) Registrant filed a report on Form 8-K dated July 3, 1997 which reported a decision by the California Court of Appeal granting a writ of mandate and ordering that summary judgment be entered in favor of the director defendants in a shareholders derivative suit filed against the Registrant. No financial statements were filed as part of that report. 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 thereunto duly authorized. SANTA FE FINANCIAL CORPORATION (Registrant) Date: October 30, 1997 by /s/ John V. Winfield - ---------------------------------- John V. Winfield, President, Chairman of the Board and Chief Executive Officer Date: October 30, 1997 by /s/ L. Scott Shields - ---------------------------------- L. Scott Shields, Secretary, Treasurer and Chief Financial Officer EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME OF SANTA FE FINANCIAL CORPORATION AND SUBSIDIARY SET FORTH IN ITS FORM 10-QSB REPORT FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q REPORT. 0000086759 SANTA FE FINANCIAL CORPORATION 1 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 2792702 11659331 312450 0 0 15232829 97649 86048 21324869 5238055 0 0 0 63802 21261067 21324869 1866018 2026874 0 0 868319 0 0 1158555 429000 410786 0 0 0 410786 .64 .64
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