-----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, Pa81MkvzWcAAe2xh1EniPWdVWqvhzKZxDkzA0qYTJydOodGL10tRRVd1t8SM/Kh5 6/P9Gl5l49dA81TeVWNMuQ== 0000086759-98-000007.txt : 19980914 0000086759-98-000007.hdr.sgml : 19980914 ACCESSION NUMBER: 0000086759-98-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980911 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTSMOUTH SQUARE INC CENTRAL INDEX KEY: 0000079661 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 941674111 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31221 FILM NUMBER: 98708175 BUSINESS ADDRESS: STREET 1: 2251 SAN DIEGO AVE STREET 2: STE A 151 CITY: SAN DIEGO STATE: CA ZIP: 92110-2926 BUSINESS PHONE: 6192987201 MAIL ADDRESS: STREET 1: P O BOX 80037 CITY: SAN DIEGO STATE: CA ZIP: 92138 FILED BY: 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 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 SC 13D/A 1 SANTA FE 13D AMENDMENT 1 PORTSMOUTH SQUARE SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PORTSMOUTH SQUARE, INC. Name of Issuer Common Stock, Par Value $0.01 Per Share Title of Class of Securities 737212-10-0 CUSIP Number John V. Winfield President and Chairman of the Board Santa Fe Financial Corporation 2251 San Diego Avenue, Suite A-151 San Diego, California 92110 (619) 298-7201 -------------------------------------------- Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications September 2, 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. [ ] 2 CUSIP No. 737212-10-0 - ------------------------------------------------------------------------------ 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) [ ] - ------------------------------------------------------------------------------ 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 490,437 Beneficially ------------------------------------ Owned by 8. Shared Voting Power Each Reporting ------------------------------------ Person 9. Sole Dispositive Power With 490,437 ------------------------------------ 10. Shared Dispositive Power - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 490,437 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 66.8% - ------------------------------------------------------------------------------ 14. Type of Reporting Person CO - ------------------------------------------------------------------------------ 3 AMENDMENT NO. 1 TO SCHEDULE 13D OF SANTA FE FINANCIAL CORPORATION REGARDING OWNERSHIP OF SECURITIES OF PORTSMOUTH SQUARE, INC. This Amendment No. 1 to Schedule 13D is being filed by Santa Fe Financial Corporation, a Nevada corporation ("Santa Fe") in connection with additional purchases of the Common Stock, no par value per share (the "Common Stock") of Portsmouth Square, Inc., a California corporation ("Portsmouth" or the "Company") by Santa Fe. Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D relates to the Common Stock of the Company. The principal executive offices of Portsmouth Square, Inc. are located at 2251 San Diego Avenue, Suite A-151, San Diego, CA 92110. Item 2. Identity and Background (a) This Amendment No. 1 to Schedule 13D is being filed by Santa Fe. Portsmouth is a subsidiary of Santa Fe. (b) The principal executive offices of Santa Fe are located at 2251 San Diego Avenue, Suite A-151, San Diego, California 92110 (c) The nature of the business and purposes for which Santa Fe was organized is to acquire, hold, operate, utilize, improve, deal with, lease, mortgage or otherwise encumber and dispose of real property of various types and description, and to engage in such other business and investment activities as would benefit Santa Fe and its stockholders. Santa Fe primarily manages its investment in its 66.8%-owned subsidiary, Portsmouth and its other holdings. Appendix I sets forth additional information relating to the directors and executive officers of Santa Fe, which is incorporated herein by reference. (d) During the last five years Santa Fe has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years Santa Fe has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Santa Fe is a corporation organized under the laws of the State of Nevada. 4 Item 3. Source and Amount of Funds or Other Consideration. Santa Fe used working capital as its source of funds to purchase the additional shares of Common Stock. Item 4. Purposes of Transactions. Santa Fe purchased the Common Stock for investment purposes. Santa Fe may, from time to time, purchase additional shares of Common Stock in the open market or in private transactions to increase its equity interest in Portsmouth. Portsmouth is a 66.8%-owned subsidiary of Santa Fe, which has had ownership and voting control of Portsmouth since June 1987. Three of Portsmouth's five directors are also directors of Santa Fe. Except as set forth above, Santa Fe has 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 Securities of the Issuer. (a) Santa Fe, as of September 2, 1998, may be deemed to beneficially own, for purposes of Section 13(d) of the Exchange Act 490,437 shares of the Common Stock of Portsmouth. Those shares represent approximately 66.8% of the outstanding Common Stock based on the Company's representations that it had 734,183 shares of Common Stock outstanding as of September 2, 1998. (b) Santa Fe has sole voting power and disposition power with respect to the Common Stock owned by it. (c) Information with respect to transactions effected in the Common Stock by during the past sixty (60) days is set forth below: Number of Price per Name Date Shares Share Nature ---- ---- --------- --------- ------ Santa Fe 9/2/98 5,000 $18.25 Open Market Purchase Santa Fe 8/21/98 476 $30.00 Private Purchase (d) No person other than Santa Fe has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the securities disclosed in Item 5(a) above. (e) Inapplicable. 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships between Santa Fe and any other person with respect to any securities of the Company including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies. There are no securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities. Item 7. Material to be Filed as Exhibits. There is no material to be filed as exhibits. There are no written agreements relating to the filing of joint acquisition statements as required by Rule 13d-1(f) (Section 240.13d-1(f) and no written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 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: September 9, 1998 SANTA FE FINANCIAL CORPORATION By: /s/ John V. Winfield -------------------------- John V. Winfield, Chairman, President and Chief Executive Officer 6 APPENDIX I The following sets forth the name, business address and principal occupation of each executive officer and director Santa Fe: Directors: Principal Occupation: John V. Winfield Chairman of the Board and The InterGroup Corporation President and Chief Executive 2121 Avenue of the Stars, #2020 Officer of The InterGroup Corporation Los Angeles, California 90067 Santa Fe Financial Corporation and Portsmouth Square, Inc. William J. Nance President of Century Plaza Plaza Printers, Inc. Printers, Inc. 2040 Avenue of the Stars Los Angeles, California 90067 John C. Love International Hospitality and 120 Village Square, Suite 32 Tourism Consultant Orinda, California 94563 Executive Officers: L. Scott Shields Certified Public Accountant Treasurer and Chief Financial Officer L. Scott Shields, CPA 4540 Kearny Villa Road San Diego, CA 92123 Michael G. Zybala Attorney at Law Vice President, Secretary and General Counsel 2251 San Diego Avenue, Suite A-151 San Diego, CA 92110-2926 All of the foregoing are citizens of the United States. None of the foregoing directors or executive officers have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating actions subject to, federal or state securities laws or finding any violations with respect to such laws. None of the directors or executive officers of Santa Fe beneficially own any of the Common Stock of Portsmouth Square, Inc. -----END PRIVACY-ENHANCED MESSAGE-----