SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PORTSMOUTH SQUARE, INC.
Name of Issuer
Common Stock, Par Value $0.01 Per Share
Title of Class of Securities
737212-10-0
CUSIP Number
John V. Winfield
President and Chairman of the Board
Santa Fe Financial Corporation
2251 San Diego Avenue, Suite A-151
San Diego, California 92110
(619) 298-7201
--------------------------------------------
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
September 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. 737212-10-0
- ------------------------------------------------------------------------------
1. Name of Reporting Person Tax Identification Number
Santa Fe Financial Corporation 95-2452529
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(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(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Nevada
- ------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 490,437
Beneficially ------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------
Person 9. Sole Dispositive Power
With 490,437
------------------------------------
10. Shared Dispositive Power
- ------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
490,437 Shares of Common Stock
- ------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11
66.8%
- ------------------------------------------------------------------------------
14. Type of Reporting Person
CO
- ------------------------------------------------------------------------------
<PAGE> 3
AMENDMENT NO. 1
TO SCHEDULE 13D
OF SANTA FE FINANCIAL CORPORATION
REGARDING OWNERSHIP OF SECURITIES OF
PORTSMOUTH SQUARE, INC.
This Amendment No. 1 to Schedule 13D is being filed by Santa Fe
Financial Corporation, a Nevada corporation ("Santa Fe") in connection with
additional purchases of the Common Stock, no par value per share (the "Common
Stock") of Portsmouth Square, Inc., a California corporation ("Portsmouth" or
the "Company") by Santa Fe.
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D relates to the Common Stock of
the Company. The principal executive offices of Portsmouth Square, Inc. are
located at 2251 San Diego Avenue, Suite A-151, San Diego, CA 92110.
Item 2. Identity and Background
(a) This Amendment No. 1 to Schedule 13D is being filed by Santa
Fe. Portsmouth is a subsidiary of Santa Fe.
(b) The principal executive offices of Santa Fe are located at 2251
San Diego Avenue, Suite A-151, San Diego, California 92110
(c) The nature of the business and purposes for which Santa Fe 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 Santa Fe and its stockholders. Santa Fe primarily
manages its investment in its 66.8%-owned subsidiary, Portsmouth 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 Santa Fe has not been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years Santa Fe has not 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.
(f) Santa Fe is a corporation organized under the laws of the State
of Nevada.
<PAGE> 4
Item 3. Source and Amount of Funds or Other Consideration.
Santa Fe used working capital as its source of funds to purchase the
additional shares of Common Stock.
Item 4. Purposes of Transactions.
Santa Fe purchased the Common Stock for investment purposes. Santa
Fe may, from time to time, purchase additional shares of Common Stock in the
open market or in private transactions to increase its equity interest in
Portsmouth.
Portsmouth is a 66.8%-owned subsidiary of Santa Fe, which has had
ownership and voting control of Portsmouth since June 1987. Three of
Portsmouth's five directors are also directors of Santa Fe.
Except as set forth above, Santa Fe has 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) Santa Fe, as of September 2, 1998, may be deemed to beneficially
own, for purposes of Section 13(d) of the Exchange Act 490,437 shares of the
Common Stock of Portsmouth. Those shares represent approximately 66.8% of
the outstanding Common Stock based on the Company's representations that it
had 734,183 shares of Common Stock outstanding as of September 2, 1998.
(b) Santa Fe has sole voting power and disposition power with
respect to the Common Stock owned by it.
(c) Information with respect to transactions effected in the Common
Stock by during the past sixty (60) days is set forth below:
Number of Price per
Name Date Shares Share Nature
---- ---- --------- --------- ------
Santa Fe 9/2/98 5,000 $18.25 Open Market Purchase
Santa Fe 8/21/98 476 $30.00 Private Purchase
(d) No person other than Santa Fe has 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.
<PAGE> 5
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between 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 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: September 9, 1998
SANTA FE FINANCIAL CORPORATION
By: /s/ John V. Winfield
--------------------------
John V. Winfield,
Chairman, President and
Chief Executive Officer
<PAGE> 6
APPENDIX I
The following sets forth the name, business address and principal
occupation of each executive officer and director Santa Fe:
Directors: Principal Occupation:
John V. Winfield Chairman of the Board and
The InterGroup Corporation President and Chief Executive
2121 Avenue of the Stars, #2020 Officer of The InterGroup Corporation
Los Angeles, California 90067 Santa Fe Financial Corporation and
Portsmouth Square, Inc.
William J. Nance President of Century Plaza
Plaza Printers, Inc. Printers, Inc.
2040 Avenue of the Stars
Los Angeles, California 90067
John C. Love International Hospitality and
120 Village Square, Suite 32 Tourism Consultant
Orinda, California 94563
Executive Officers:
L. Scott Shields Certified Public Accountant
Treasurer and
Chief Financial Officer
L. Scott Shields, CPA
4540 Kearny Villa Road
San Diego, CA 92123
Michael G. Zybala Attorney at Law
Vice President, Secretary
and General Counsel
2251 San Diego Avenue, Suite A-151
San Diego, CA 92110-2926
All of the foregoing are citizens of the United States.
None of the foregoing directors or executive officers have been convicted in
any criminal proceeding (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.
None of the directors or executive officers of Santa Fe beneficially own any
of the Common Stock of Portsmouth Square, Inc.
