SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
June 30, 1998
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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>
CUSIP No. 802014-10-0
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 674,996
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 625,596
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
674,996 Shares
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
50.4%
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14. Type of Reporting Person
CO
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<PAGE>
CUSIP No. 802014-10-0
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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
N/A
- ------------------------------------------------------------------------------
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
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each 674,996
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 49,400
------------------------------------
10. Shared Dispositive Power
674,996
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
674,996 Shares
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
50.4%
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14. Type of Reporting Person
IN
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AMENDMENT NO. 14
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF COMMON STOCK OF
SANTA FE FINANCIAL CORPORATION
This Amendment No. 13 to Schedule 13D is being filed by The
InterGroup Corporation ("InterGroup") and John V. Winfield to update
information previously furnished. This Amendment reflects the execution of a
Voting trust Agreement between InterGroup and John V. Winfield and purchases
by InterGroup of additional shares of Common Stock, $.10 par value (the
"Common Stock") of Santa Fe Financial Corporation ("Santa Fe" or the
"Company") in open market transactions.
The following items of this Schedule 13D are amended.
Item 1. Security and Issuer.
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This Amendment to Schedule 13D relates to the Common Stock of Santa
Fe.
Item 3. Source and Amount of Funds or Other Consideration.
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InterGroup used working capital as its source of funds for the
purchase of the Common Stock.
Item 4. Purposes of Transaction.
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(a) On June 30, 1998, InterGroup and John V. Winfield entered into a
Voting Trust Agreement, whereby John V. Winfield granted to InterGroup the
power to vote the 49,400 shares of Common Stock owned by him as well as a
right of first refusal upon any sale of said shares. A true and correct copy
of the Voting Trust Agreement is attached hereto as Exhibit A and incorporated
herein by reference. As a result of the Voting Trust Agreement, InterGroup
now controls 50.4% of the voting power of Santa Fe.
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.
Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of June 30, 1998, may be deemed to beneficially
own, for purposes of this Section 13(d) of the Exchange Act: (i) 611,396
shares of the Common Stock and (ii) 63,600 shares of convertible Preferred
Stock. Those shares represent 50.4% of the outstanding Common Stock of Santa
Fe assuming the conversion of the Preferred Stock into shares of Common Stock.
John V. Winfield owns 49,400 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 50.4% of the Common Stock.
The above percentages were determined based on Santa Fe's
representations that it had 1,276,038 shares of Common Stock issued and
outstanding and 63,600 shares of convertible Preferred Stock issued and
outstanding, 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 shared voting power and sole 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 past sixty (60) days is set forth below:
Number of Price per
Date Shares Share Nature
---- --------- --------- ------
06/18/98 900 $17.50 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.
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: June 30, 1998 THE INTERGROUP CORPORATION
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By: /s/ John V. Winfield
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John V. Winfield,
Chairman, President and
Chief Executive Officer
/s/ John V. Winfield
------------------------
John V. Winfield
EXHIBIT A
VOTING TRUST AGREEMENT
This Agreement is entered into this 30th day of June 1998, by and between
John V. Winfield ("Winfield") and The Intergroup Corporation, a Delaware
corporation ("InterGroup" or the "Company").
WHEREAS, Winfield is the President, Chairman of the Board and Chief
Executive Officer of InterGroup; and the record and beneficial owner of 49,400
shares of Common Stock, $.10 par value (the "Common Stock"), of Santa Fe
Financial Corporation ("Santa Fe"); and
WHEREAS, InterGroup is also a substantial shareholder of Santa Fe; and
WHEREAS, the parties believe that it is in the best interests of the
Company that InterGroup have voting control over the shares of Common Stock in
order to effectuate a consolidation of Santa Fe and InterGroup for financial
reporting purposes;
NOW THEREFORE, for valuable consideration and the mutual covenants and
conditions set forth herein, Winfield and InterGroup agree as follows:
1. Voting Rights. Winfield grants to InterGroup the exclusive right to
vote the Common Stock, in any and all matters, for such period of time as
Winfield owns said shares. Said grant of voting rights shall not be deemed a
transfer of any ownership rights in the Common Stock.
2. Right of First Refusal. Before selling or transferring any of the
Common Stock, Winfield must first offer the shares to InterGroup, in the
following manner:
(a) Winfield shall mail or personally deliver a copy of any written
offer received by him to sell the Common stock, or a notice of intent to sell
if there is no written offer, to the Secretary of the Company, stating the
number of Common Shares and the price, terms, and conditions of the proposed
sale or transfer, including the name of any proposed outside buyer. The
Company shall then have the right to purchase any or all of those shares at
the price and on the terms and conditions stated in the offer, or at the
current market price if there is no written offer, by giving written notice of
its election to purchase a specified number of shares. This notice shall be
given by mail or personal delivery within two (2) business days after the date
of receipt of any written offer to purchase or notice of intent to sell in
the open market.
(b) If the Company fails to give notice of its election to purchase
within the prescribed period, or if it elects to purchase fewer than all of
the shares being offered, than Winfield shall be free to sell or transfer the
balance of the Common Stock according to the terms of the written offer or on
the open market.
THE INTERGROUP CORPORATION
/s/ John V. Winfield by /s/ Gregory C. McPherson
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JOHN V. WINFIELD GREGORY C. McPHERSON
Executive Vice President
