SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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
John V. Winfield
President and Chairman of the Board
The InterGroup Corporation
2121 Avenue of the Stars, Suite 2020
Los Angeles, California 90067
(310) 556-1999
--------------------------------------------
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
December 4, 1997
----------------
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. [ ]
<PAGE> 2
CUSIP No. 802014-10-0
- ------------------------------------------------------------------------------
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 274,800
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 274,800
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
274,800 Shares
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
41.0%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
CO
- ------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 802014-10-0
- ------------------------------------------------------------------------------
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 24,700
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each 274,800
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 24,700
------------------------------------
10. Shared Dispositive Power
274,800
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
299,500 Shares
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
44.7%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- ------------------------------------------------------------------------------
<PAGE> 4
AMENDMENT NO. 12
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF COMMON STOCK OF
SANTA FE FINANCIAL CORPORATION
This Amendment No. 12 to Schedule 13D is being filed by The
InterGroup Corporation ("InterGroup") and John V. Winfield to update
information previously furnished. This Amendment reflects the approval by the
Boards of Directors of InterGroup and Santa Fe Financial Corporation ("Santa
Fe"), on December 4, 1997, of the acquisition by Santa Fe of a 55.4% equity
interest in InterGroup Woodland Village, Inc. ("Woodland") from InterGroup in
exchange for 31,800 shares of newly created convertible voting preferred stock
(the "Preferred Stock") of Santa Fe (the "Transaction"). The Preferred Stock
will have a 6.0% coupon rate with a $27.00 par value. Each share of Preferred
Stock will be convertible into one share of restricted $.10 par value common
stock (the "Common Stock") of Santa Fe at an exercise price of $27.00, with an
eight year conversion exercise period. The Preferred Stock will have voting
rights as if converted into shares of Common Stock. The Transaction is
expected to close on December 31, 1997 and is subject to approval of the
assumption of the loan on certain property owned by Woodland.
The following items of this Schedule 13D are amended.
Item 1. Security and Issuer.
-------------------
This Amendment to Schedule 13D relates to the newly created
Preferred Stock of Santa Fe, each share of which is convertible into one share
of Common Stock and has voting rights as if converted into Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Woodland is a 100%-owned subsidiary of InterGroup and its primary
asset is a 100-unit apartment complex located in Cincinnati, Ohio. InterGroup
will transfer to Santa Fe a 55.4% equity interest in Woodland in exchange for
the 31,800 shares of Preferred Stock. The Transaction has been valued at
$858,600.
Item 4. Purposes of Transaction.
-----------------------
If the Transaction is consummated, InterGroup will acquire the
restricted shares of Preferred Stock for investment purposes.
InterGroup and John V. Winfield may, from time to time, purchase
additional shares of Common Stock in the open market or in private
transactions.
Except as set forth above, InterGroup 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> 5
Item 5. Interest in the Securities of the Issuer
----------------------------------------
(a) InterGroup, as of December 4, 1997, may be deemed to
beneficially own, for purposes of this Section 13(d) of the Exchange Act: (i)
243,000 shares of the Common Stock and (ii) 31,800 shares of Preferred Stock.
Those shares represent 41.0% of the outstanding Common Stock of Santa Fe
assuming the conversion of the Preferred Stock into shares of Common Stock.
John V. Winfield owns 24,700 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 Common Stock and Preferred Stock of InterGroup, he would
beneficially own 44.7% of the Common Stock.
The above percentages were determined based on Santa Fe's
representations that it had 638,018 shares of Common Stock issued and
outstanding prior to the issuance of the 31,800 shares of Preferred Stock and
assuming the conversion of the Preferred Stock into Common Stock.
(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 and Preferred
Stock owned by InterGroup.
John V. Winfield has sole voting power and disposition power with
respect to the Common Stock owned by him.
(c) Information with respect to transactions effected by InterGroup
in the Common Stock within the sixty (60) days prior to December 4, 1997 is
set forth below:
Number of Price per
Date Shares Share Nature
---- --------- --------- ------
10/16/97 1,000 $24.375 Open Market Purchase
11/05/97 3,000 $24.375 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> 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: December 12, 1997 THE INTERGROUP CORPORATION
-----------------
By: /s/ John V. Winfield
-------------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
By: /s/ John V. Winfield
------------------------
John V. Winfield
<PAGE>
