SECURITIES AND EXCHANGE COMMISSIONS
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TIS Mortgage Investment Company
Name of Issuer
Common Stock, $.001 Par Value
Title of Class of Securities
872527106
CUSIP Number
Mr. John V. Winfield
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
July 25, 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. [ ]
Check the following box if a fee is being paid with this
statement. [ X ]
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CUSIP No. 872527106
1. Name of Reporting Person
John V. Winfield
2. Check the Appropriate Box if a Member of a Group
a. X b.
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 ______
6. Citizenship of Place of Organization
U.S. Citizen
Number of 7. Sole Voting Power
Shares 193,000 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 193,000 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
193,000 Shares
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
IN
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CUSIP No. 872527106
1. Name of Reporting Person
The Intergroup Corporation
2. Check the Appropriate Box if a Member of a Group
a. X 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 ______
6. Citizenship of Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 281,300 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 281,300 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
281,300 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
3.5%
14. Type of Reporting Person
CO
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CUSIP No. 872527106
1. Name of Reporting Person
Santa Fe Financial Corporation
2. Check the Appropriate Box if a Member of a Group
a. X 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 ______
6. Citizenship of Place of Organization
Nevada
Number of 7. Sole Voting Power
Shares 37,200 Shares
Beneficially _____________________________________________
Owned by 8. Shared Voting Power
Each
Reporting _____________________________________________
Person 9. Sole Dispositive Power
With 37,200 Shares
_____________________________________________
10. Shared Dispositive Power
_____________________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
37,200 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
0.5%
14. Type of Reporting Person
CO
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SCHEDULE 13D
OF MR. JOHN V. WINFIELD, THE INTERGROUP CORPORATION AND
SANTA FE FINANCIAL CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
TIS MORTGAGE INVESTMENT COMPANY
This Schedule 13D is being filed by Mr. John V.
Winfield, The Intergroup Corporation, a Delaware corporation
("Intergroup") and Santa Fe Financial Corporation, a Nevada
corporation ("Santa Fe"), in connection with the purchase of
Common Stock, Par Value $.001 per share, (the "Shares") of TIS
Mortgage Investment Company, a Maryland corporation (the "Company").
Item. 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of the
Company. The principal executive offices of TIS Mortgage
Investment Company are located at 655 Montgomery Street, Suite
800, San Francisco, California 94111.
Item 2. Identity and Background.
This Schedule 13D is being filed by Mr. John V.
Winfield, Intergroup and Santa Fe. Mr. Winfield is the Chairman,
President and Chief Executive Officer of Intergroup and Santa Fe,
and is the controlling shareholder of Intergroup. Mr. Winfield
is responsible for managing the investment portfolios and has
investment control of securities held by each of these companies.
Intergroup owns approximately 37.4% of Santa Fe, and Mr.
Winfield, as an individual, owns 3.9% of Santa Fe.
The principal executive offices of Intergroup, and the
business address of Mr. Winfield, are at 2121 Avenue of the
Stars, Suite 2020, Los Angeles, California 90067. The nature of
the business and purposes for which Intergroup 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 Intergroup
and its stockholders.
The principal executive offices of Santa Fe are at 2251
San Diego Avenue, Suite A-151, San Diego, California 92110.
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Santa Fe primarily manages its investment in its 64.1%-owned
subsidiary, Portsmouth and its other holdings.
During the last five years neither Mr. Winfield,
Intergroup nor Santa Fe have been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors)
or have 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.
Appendix I sets forth additional information relating
to the directors and executive officers of Intergroup and Santa
Fe and such information is incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Winfield, Intergroup and Santa Fe used $246,232 of
personal funds, $361,777 of working capital, and $47,631 of
working capital, respectively, as their source of funds to
purchase the Shares.
Item 4. Purposes of Transactions.
Mr. Winfield, Intergroup and Santa Fe purchased the
Shares for investment purposes.
Except as set forth above, Mr. Winfield, Intergroup,
and Santa Fe 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.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Winfield, may be deemed to beneficially own,
for purposes of Section 13(d) of the Exchange Act, 193,000
Shares. These shares represent 2.4% of the outstanding Shares
based on the Company's representation that the Company has
8,105,880 Shares outstanding.
Intergroup, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 281,300 Shares.
These shares represent 3.5% of the outstanding shares based on
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the Company's representation that the Company has 8,105,880
Shares outstanding.
Santa Fe, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 37,200 Shares.
These shares represent 0.5% of the outstanding Shares based on
the Company's representation that the Company has 8,105,880
Shares outstanding.
(b) Mr. Winfield, Intergroup and Santa Fe, each have
sole voting and investment power with respect to their individual
securities holdings disclosed in Item 5(a) above. Mr. Winfield,
as Chairman, President and Chief Executive Officer of Intergroup
and Santa Fe, may also be deemed to have voting and investment
power with respect to Intergroup and Santa Fe's securities
holding disclosed in Item 5(a) above.
(c) Information with respect to transactions effected
in the Shares during the past sixty (60) days by Mr. Winfield,
Intergroup and Santa Fe is set forth in Appendix II.
(d) No person other than Mr. Winfield, Intergroup and
Santa Fe, and Mr. Winfield as Chairman, President and Chief
Executive Officer of each of these companies, have 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.
Item 6.
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Winfield,
Intergroup, 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
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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: July 31, 1997
JOHN V. WINFIELD
By: /s/John V. Winfield
THE INTERGROUP CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
Its President, Chairman and
CEO
<PAGE>
APPENDIX I
The following sets forth the name, business address and
principal occupation of each officer and director of Intergroup
and Santa Fe:
Intergroup
Directors:
John V. Winfield Chairman of the Board and
The Intergroup Corporation President and Chief Executive
2121 Avenue of the Stars, 2020 Officer of Intergroup, Santa
Los Angeles, California 90067 Fe and Portsmouth
Joseph Grunwald Chairman of PDG N.V.(Belgium),
AGICO-PDG S.A. a hotel management company
222A Avenue Montjoie
Brussels, Belgium 1180
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
Mildred Bond Roxborough Director of Development and
NAACP Special Programs of the NAACP
39 Broadway, 22nd Floor
New York, New York 10006
Officers:
Gregory C. McPherson Executive Vice President,
The Intergroup Corporation Assistant Secretary and
2121 Avenue of the Stars, 2020 Assistant Treasurer of
Los Angeles, California 90067 Intergroup
All of the foregoing are citizens of the United States except
Josef A. Grunwald, who is a citizen of Belgium.
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APPENDIX I (continued)
Santa Fe
Directors:
John V. Winfield Chairman of the Board and
The Intergroup Corporation President and Chief Executive
2121 Avenue of the Stars, 2020 Officer of Intergroup, Santa
Los Angeles, California 90067 Fe and Portsmouth
Janice Braly-Nelsen Director of Santa Fe and
Santa Fe Financial Corporation Portsmouth
2251 San Diego Avenue, Ste. A-151
San Diego, CA 92110
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
Officers:
L. Scott Shields Certified Public Accountant
Secretary, Treasurer and Chief
Financial Officer
L. Scott Shield, CPA
4540 Kearny Villa Road, Suite 213
San Diego, CA 92123
All of the foregoing are citizens of the United States.
To the best knowledge of Mr. Winfield, Intergroup and
Santa Fe, none of the foregoing directors or executive officers
have been convicted in any criminal proceedings (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.
To the best knowledge of Mr. Winfield, Intergroup and
Santa Fe, none of the directors or executive officers, other than
Mr. Winfield, beneficially own any Common Stock of the Company.
<PAGE>
APPENDIX II
The following table sets forth the trade date for each
purchase and sale of Common or Preferred Stock by Mr. Winfield,
Intergroup and Santa Fe, the number of Shares purchased and sold
in each such transaction and the price per share in each such
transaction effected during the past sixty (60) days. All of the
Shares were purchased in brokerage transactions on the New York
Stock Exchange.
No. of Shares of
Common Stock Price per
Trade Date Person Purchased Share
7/25/97 Intergroup 85,000 $1.13
7/28/97 Intergroup 6,900 $1.38
7/29/97 Intergroup 14,400 $1.25
