SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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
March 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. [ ]
<PAGE> 2
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]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
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) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 306,948
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 306,948
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
306,948 Shares
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
45.8%
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14. Type of Reporting Person
CO
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<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 306,948
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 24,700
------------------------------------
10. Shared Dispositive Power
306,948
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
331,648 Shares
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
49.5%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- ------------------------------------------------------------------------------
<PAGE> 4
AMENDMENT NO. 13
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 purchase 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 a
private transaction and additional purchases in open market transactions.
The following items of this Schedule 13D are amended.
Item 1. Security and Issuer.
-------------------
This Amendment to Schedule 13D relates to the Common Stock of Santa
Fe.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
InterGroup used working capital as its source of funds for the
purchase of the Common Stock.
Item 4. Purposes of Transaction.
-----------------------
(a) InterGroup and John V. Winfield may, from time to time, purchase
additional shares of Common Stock in the open market or in private
transactions which could result in InterGroup and Mr. Winfield holding more
than 50% of the voting shares of Santa Fe.
(d) On March 5, 1998, John C. Love was appointed to the Board of
Directors of Santa Fe to fill a vacancy on the Board caused by the resignation
of Director Janice Braly-Nelsen on March 2, 1998. Mr. Love serves as an
independent director of InterGroup and was also appointed as a director of
Santa Fe's subsidiary, Portsmouth Square, Inc. Mr. Love was also nominated,
along with two other directors of InterGroup, to be part of management's slate
of directors for election at Santa Fe's Annual Meeting of Shareholders which
will be held on May 5, 1998. InterGroup had no plans or proposals to make any
changes to the Board of Directors of Santa Fe prior to the resignation of
Director Braly-Nelsen on March 2, 1998.
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 March 11, 1998, may be deemed to beneficially
own, for purposes of this Section 13(d) of the Exchange Act: (i) 275,148
shares of the Common Stock and (ii) 31,800 shares of Preferred Stock. Those
shares represent 45.8% 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 49.5% 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 and 31,800 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 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 past sixty (60) days is set forth below:
Number of Price per
Date Shares Share Nature
---- --------- --------- ------
03/02/98 25,448 $27.00 Private Purchase
03/02/98 2,400 $26.468 Open Market Purchase
03/03/98 800 $27.50 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.
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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: March 11, 1998 THE INTERGROUP CORPORATION
-----------------
By: /s/ John V. Winfield
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John V. Winfield,
Chairman, President and
Chief Executive Officer
By: /s/ John V. Winfield
------------------------
John V. Winfield
