SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ETS International, Inc.
Name of Issuer
Common Stock, $.001 Par Value
Title of Class of Securities
26924C101
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
January 05, 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. [ ]
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CUSIP No. 26924C101
1. Name of Reporting Person
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 ______
6. Citizenship of Place of Organization
U.S. Citizen
Number of 7. Sole Voting Power
Shares 415,300 Shares
Beneficially ____________________________________
Owned by 8. Shared Voting Power
Each 1,015,300 Shares
Reporting ____________________________________
Person 9. Sole Dispositive Power
With 415,300 Shares
____________________________________
10. Shared Dispositive Power
1,215,300 Shares
____________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,215,300 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row 11
7.8%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 26924C101
1. Name of Reporting Person
The Intergroup Corporation
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 [ ]
6. Citizenship of Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 500,000 Shares
Beneficially ________________________________
Owned by 8. Shared Voting Power
Each
Reporting ________________________________
Person 9. Sole Dispositive Power
With 500,000 Shares
________________________________
10. Shared Dispositive Power
_________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
500,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares _________
13. Percent of Class Represented by Amount in Row 11
3.2%
14. Type of Reporting Person
CO
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CUSIP No. 26924C101
1. Name of Reporting Person Tax Identification No.
Santa Fe Financial Corporation 95-2452529
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 [ ]
6. Citizenship of Place of Organization
Nevada
Number of 7. Sole Voting Power
Shares 100,000 Shares
Beneficially _________________________________
Owned by 8. Shared Voting Power
Each
Reporting _________________________________
Person 9. Sole Dispositive Power
With 100,000 Shares
__________________________________
10. Shared Dispositive Power
__________________________________
11. Aggregate Amount Beneficially Owned By Each Reporting Person
100,000 Shares
12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row 11
0.6%
14. Type of Reporting Person
CO
<PAGE>
SCHEDULE 13D
OF MR. JOHN V. WINFIELD, THE INTERGROUP CORPORATION AND
SANTA FE FINANCIAL CORPORATION
REGARDING OWNERSHIP OF COMMON STOCK OF
ETS INTERNATIONAL, INC.
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 "Common Stock") of
ETS International, Inc., a Virginia corporation (the "Company").
Item. 1. Security and Issuer.
This Schedule 13D relates to the Common Stock of the
Company. The principal executive offices of ETS International,
Inc. are located at 1401 Municipal Road, N.W., Roanoke, VA 24012.
Item 2. Identity and Background.
(a) 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. Intergroup
owns approximately 41.0% of Santa Fe, and Mr. Winfield, as an
individual, owns 3.7% of Santa Fe. In his capacity as Chairman,
President and Chief Executive Officer, Mr. Winfield has investment
and voting control of securities held by Intergroup and Santa Fe.
(b) 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 principal executive offices of Santa Fe are at 2251
San Diego Avenue, Suite A-151, San Diego, California 92110.
(c) 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. Appendix I sets forth
additional information relating to the directors and executive
officers of Intergroup, which is incorporated herein by
reference.
<PAGE>
Santa Fe primarily manages its investment in its 65.2%-
owned subsidiary, Portsmouth Square, Inc. 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 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.
Item 3. Source and Amount of Funds or Other Consideration.
Intergroup used $187,500 of working capital and Mr.
Winfield used $230,737 of personal funds as their source of funds
to purchase the Common Stock. Santa Fe used $37,500 of working
capital to purchase the common stock.
Item 4. Purposes of Transactions.
Mr. Winfield, Intergroup and Santa Fe purchased the
Shares for investment purposes.
Mr. Winfield, Intergroup, and Santa Fe may, from time
to time, purchase additional shares of Common Stock in the open
market and/or in private transactions.
Item 5. Interest in Securities of the Issuer.
(a) Intergroup, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 500,000 shares of
Common Stock. These shares represent 3.2% of the outstanding
shares of Common Stock based on the Company's representation that
the Company has 15,580,000 shares of Common Stock outstanding.
Santa Fe, may be deemed to beneficially own, for
purposes of Section 13(d) of the Exchange Act, 100,000 shares of
Common Stock. These shares represent 0.6% of the outstanding
shares of Common Stock based on the Company's representation that
the Company has 15,230,000 shares of Common Stock outstanding.
<PAGE>
Mr. Winfield, as of January 5, 1998, may be deemed to
beneficially own, for purposes of Section 13(d) of the Exchange
Act, 615,300 shares of Common Stock. These shares represent 3.9%
of the outstanding shares of Common Stock based on the Company's
representation that the Company has 15,580,000 shares of Common
Stock outstanding. To the extent that Mr. Winfield is deemed to
beneficially own, for purposes of Section 13(d), the shares of
Common Stock owned by Intergroup and Santa Fe, he would
beneficially own 1,215,300 shares of Common Stock of the Company,
representing approximately 7.8% of the outstanding shares of
Common Stock.
(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.
Mr. Winfield has sole voting and investment power with
respect to 415,300 shares of Common Stock disclosed in Item 5(a) above.
100,000 Common Shares are owned by Ms. Tamar Valenta, Mr.
Winfield's sister, for which Mr. Winfield has shared dispositive
power and 100,000 shares of Common Stock are owned by Mr. Frank
Valenta, Mr. Winfield's father, for which Mr. Winfield has shared
dispositive power. Mr. Winfield does not have shared voting
power for either Ms. Tamar Valenta's or Mr. Frank Valenta's
shares discussed above. Ms. Tamar Valenta's business address is
The Intergroup Corporation, 2121 Avenue of the Stars, Suite 2020,
Los Angeles, California. Mr. Frank Valenta's resides in Los
Angeles, California, and he is retired. Both Ms. Tamar Valenta
and Mr. Frank Valenta are U.S. citizens. During the last five
years, to the best knowledge of Intergroup and Mr. Winfield,
neither Ms. Tamar Valenta nor Mr. Frank Valenta, has been (i)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(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.
<PAGE>
(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, his
relatives, Intergroup, Santa Fe or 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.
<PAGE>
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: January 15, 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
Gary N. Jacobs, Esq. Senior Partner of the Los
Christensen, Miller, Fink, Angeles law firm, Christensen,
Jacobs, Glaser, Weil & Miller, Fink, Jacobs, Glaser,
& Shapiro, LLP Weil & Shapiro, LLP
2121 Avenue of the Stars
Los Angeles, CA 90067
Dr. John Love President of John Love
John Love International International
120 Village Square, Suite 32
Orinda, CA 94563
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.
<PAGE>
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 Square, Inc.
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 Stock by Mr. Winfield, Intergroup and
Santa Fe, the number of shares of Common Stock 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 of Common Stock were purchased in brokerage transactions
on the American Stock Exchange.
Number Price
of Per
Name Date Shares Share Nature
Intergroup 01/05/98 300,000 3/8 Open Market Purchase
Santa Fe 01/05/98 90,000 3/8 " "
Tamar Valenta 01/05/98 48,400 3/8 " "
Frank Valenta 01/05/98 55,000 3/8 " "
John V. Winfield 01/05/98 71,600 3/8 " "
Intergroup 01/02/98 84,300 3/8 " "
John V. Winfield 01/02/98 40,700 3/8 " "
John V. Winfield 12/31/97 18,000 3/8 " "
John V. Winfield 12/24/97 5,000 3/8 " "
John V. Winfield 12/23/97 5,000 3/8 " "
John V. Winfield 12/18/97 5,000 3/8 " "
Frank Valenta 12/17/97 30,000 3/8 " "
Tamar Valenta 12/17/97 16,600 3/8 " "
Intergroup 12/08/97 18,800 7/16 " "
John V. Winfield 11/26/97 26,800 7/16 " "
Tamar Valenta 11/26/97 20,000 7/16 " "
Intergroup 11/24/97 47,400 1/2 " "
Intergroup 11/21/97 19,500 1/2 " "
John V. Winfield 11/17/97 97,200 1/2 " "
