SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d)of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 3, 1997
SANTA FE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-6877 95-2452529
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(Commission File Number) (IRS Employer Identification No.)
2251 San Diego Avenue, Suite A-151, San Diego, California 92110-2926
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(Address of Principal Executive Offices) (Zip Code)
(619) 298-7201
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(Registrant's Telephone Number, Including Area Code)
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Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
Item 3. Bankruptcy or Receivership.
Item 4. Changes in Registrant's Certifying Accountant.
Item 5. Other Events.
As previously reported, Guinness Peat Group plc and its subsidiary, Allied
Mutual Insurance Services Limited ("plaintiffs") had filed a shareholders
derivative suit against certain directors of Santa Fe Financial Corporation
(the "Company"), The InterGroup Corporation ("InterGroup")and the Company as a
nominal defendant.
On July 3, 1997, the Court of Appeal, Fourth Appellate District, Division One
of the State of California granted the director defendants' petition for a
writ of mandate and directed the trial court to vacate its order denying the
director defendants' motion for summary judgment and to enter a new order
granting the motion. Unless a petition for rehearing is sought and granted,
the Court of Appeal's decision will become final on August 2, 1997.
Thereafter, plaintiffs could file a petition for review to the California
Supreme Court.
In its ruling, the Court of Appeal determined that the director defendants
properly exercised their business judgment in connection with the Company
entering into a December 20, 1994 Securities Purchase Agreement with
Intergroup. Previously, the trial court granted summary judgment in favor of
InterGroup, ruling that there was no fraud in connection with that
transaction. Although the summary judgment in favor of InterGroup has been
appealed by plaintiffs, the Court of Appeal's decision effectively disposes of
the liability claims brought by plaintiffs in this action.
Assuming that the Court of Appeal's decision is not modified, the Company and
the director defendants, as the prevailing parties, will be in a position to
apply to the trial court for an award of attorneys' fees and costs against
plaintiffs. Although it is unknown at this time how the court will ultimately
rule on that issue, the Company will vigorously seek recovery from plaintiffs
of all expenses that it was forced to incur in defense of this action. The
Court of Appeal's decision also relieves the Company of any potential
liability for the attorneys' fees of the derivative plaintiffs.
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Item 6. Resignation of Registrant's Directors.
Item 7. Financial Statements and Exhibits.
Item 8. Changes in Fiscal Year.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SANTA FE FINANCIAL CORPORATION
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(Registrant)
Date: July 10, 1997 By /s/ John V. Winfield
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John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
