<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential For Use of
the Commission Only (as
Permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
SANTA FE FINANCIAL CORPORATION
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------
(5) Total Fee Paid:
- -------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- -------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------
<PAGE> 2
SANTA FE FINANCIAL CORPORATION
Street Address: 2251 SAN DIEGO AVENUE, SUITE A-151
SAN DIEGO, CALIFORNIA 92110
Mailing Address: P.O. Box 80037
San Diego, CA 92138-0037
Telephone: (619) 298-7201
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1997
TO THE SHAREHOLDERS OF
SANTA FE FINANCIAL CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Santa Fe
Financial Corporation ("Santa Fe" or the "Company") will be held on May 6,
1997 at 10:00 A.M. at The Westgate Hotel located at 1055 Second Avenue, San
Diego, California 92101 for the purpose of considering and acting on the
following:
1. The election of three Directors to serve until the next Annual
Meeting or until successors have been duly elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as independent
auditors for the Company for the year ending December 31, 1997; and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or adjournments thereof.
March 12, 1997 is the record date for determining which Shareholders are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
Your proxy is important to us whether you own a few or many shares. Please
complete, sign, date and promptly return the enclosed proxy in the self-
addressed, postage-paid envelope provided. Return the proxy even if you plan
to attend the meeting. You may always revoke your proxy and vote in person.
Dated: April 9, 1997
By Order of the Board of Directors,
L. SCOTT SHIELDS
Secretary
<PAGE> 3
SANTA FE FINANCIAL CORPORATION
Street Address: 2251 San Diego Avenue-Suite A-151
San Diego, California 92110-2926
Mailing Address: P.O. Box 80037
San Diego, California 92138-0037
Telephone: (619) 298-7201
---------------------------
PROXY STATEMENT
---------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1997
The Board of Directors of Santa Fe Financial Corporation (the "Company" or
"Santa Fe") is soliciting proxies in the form enclosed with this statement in
connection with the Annual Meeting of Shareholders to be held on May 6, 1997
or at any adjournment or adjournments thereof.
This Proxy Statement and the accompanying Proxy are first being sent to
Shareholders on or about April 11, 1997. Only shareholders of record at the
close of business on March 12, 1997 are entitled to notice of, and to vote at,
the Annual Meeting.
If you give us a proxy, you can revoke it at any time before it is used. To
revoke it, you may file a written notice revoking it with the Secretary of the
Company, execute a proxy with a later date or attend the meeting and vote in
person.
You may vote at the Annual Meeting only shares that you owned of record on
March 12, 1997. There were 638,019 shares of stock outstanding on that date.
A majority, or 319,010, of those share will constitute a quorum for the
transaction of business at the meeting. Each share is entitled to one vote on
each matter to be presented at the meeting. Unless cumulative voting is
elected as described under "Election of Directors" below, the affirmative vote
of the holders of the majority of the shares of the Company's stock present or
represented at the meeting and entitled to vote is required to elect directors
and ratify or approve the other item being voted on at this time.
In addition to mailing this material to shareholders, the Company has asked
banks and brokers to forward copies to persons for whom they hold stock of the
Company and to request authority for execution of the proxies. The Company
will reimburse the banks and brokers for their reasonable out-of-pocket
expenses in doing so. Officers of the Company may, without being additionally
compensated, solicit proxies by mail, telephone, telegram or personal
contact. All proxy soliciting expenses will be paid by the Company. The
Company does not expect to employ anyone else to assist in the solicitation of
proxies.
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's bylaws set the number of directors at three. We propose to
elect three directors, each to hold office until the next Annual Meeting of
Shareholders and until his or her successor is elected and qualified. The
Board of Directors has nominated Janice Braly-Nelsen, John V. Winfield and
William J. Nance. The persons named in the enclosed form of proxy will vote
it for the election of the nominees listed below unless you instruct
otherwise, or a nominee is unable or unwilling to serve. The Board of
Directors has no reason to believe that any nominee will be unavailable.
However, in that event, the proxy may vote for another candidate or candidates
nominated by the Board of Directors.
The California Corporations Code, as applicable to the Company, provides that
a shareholder may cumulate votes if a shareholder gives notice, prior to the
voting, of an intention to cumulate votes. If such a notice is given, every
shareholder may cumulate votes. Cumulating votes means that you can take the
total number of votes you have for all directors and distribute them among one
or more nominees as you see fit. For example, assume you have 100 shares. We
have three directors so you have a total of 3 x 100 = 300 votes. You could
give all 300 votes to one person or 150 votes to each of two nominees, or 100
votes to each of three nominees. You can use this power only under the
circumstances described herein. If cumulative voting is elected, the enclosed
form of proxy gives the proxy discretion to cumulate votes so that he can
elect the maximum possible number of the nominees identified below.
Any shareholder executing the enclosed form of proxy may withhold authority to
vote for any one or more nominee by so indicating in the manner described in
the form of proxy. However, the number of votes authorized by the form of
proxy will not be affected and the named proxies could probably offset any
such action by using cumulative voting if they thought it necessary. Under
the California Corporations Code any shareholder or any person who claims to
have been denied the right to vote may apply to a state superior court for a
determination of the validity of any election or appointment of any director.
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
Directors and Executive Officers of the Company. There is no relationship by
blood, marriage or adoption among the Directors and Officers. All Directors
serve one year terms with their terms expiring at the Annual Meeting. All
Officers of the Company are elected or appointed by the Board of Directors and
hold office until the Annual Meeting or until replaced at the discretion of
the Board.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Owned on Percent
Position Director March 12, of
Name Age With the Company Since 1997 Class (1)
- -------------- --- ---------------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C>
John V. Winfield 50 Chairman, President 1995 254,400(2) 39.87
and Chief Executive
Officer
William J. Nance 53 Vice-President, 1996 0(3) 0.00
Director
Janice Braly-Nelsen 65 Director 1993 25,448(4) 3.99
L. Scott Shields 45 Secretary, Treasurer N/A 0 0.00
and Chief Financial
Officer
All of the above as a group 280,148 43.86
- ---------------------------
</TABLE>
(1) Based on 638,019 shares issued and outstanding.
(2) John V. Winfield is the sole beneficial owner of 24,700 shares. The
InterGroup Corporation ("InterGroup") is the beneficial owner of an
additional 229,700 shares. As the President, Chairman of the Board and a
42.6% shareholder of InterGroup, Mr. Winfield has voting and dispositive
power with respect to the shares of Santa Fe owned of record and
beneficially by InterGroup.
(3) William J. Nance is a 1.8% shareholder of The InterGroup Corporation
as well as a Director and Treasurer thereof.
(4) Janice Braly-Nelsen holds her shares as trustee of a family trust. She
claims sole voting and dispositive power over these shares.
SECURITY OWNERSHIP OF MANAGEMENT IN SUBSIDIARY
As of March 12, 1997, Santa Fe was the record and beneficial owner of 480,757
of the common shares of its 64.10%-owned subsidiary, Portsmouth Square, Inc.
The President and Chairman of the Board of Santa Fe has voting power with
respect to common shares of Portsmouth owned by Santa Fe. No other director
or executive officer of Santa Fe has a beneficial interest in Portsmouth's
shares.
<PAGE> 6
BUSINESS EXPERIENCE:
The principal occupation and business experience during the last five years
for each of the Directors and Executive Officers of the Company are as
follows:
JOHN V. WINFIELD - Mr. Winfield was first elected to the Board in May of 1995
and currently serves as the Company's Chairman of the Board, President and
Chief Executive Officer, having been appointed as such in April 1996. Mr.
Winfield is also the Chairman of the Board, President and Chief Executive
Officer of the Company's subsidiary Portsmouth, having held those positions
since May of 1996. Mr. Winfield is Chairman of the Board, President and Chief
Executive Officer of InterGroup, a public company, and has held those
positions since 1987. InterGroup is Santa Fe's largest shareholder. Mr.
Winfield is also a director of Pacific Gateway Properties, Inc., and Orckit
Communications, Ltd., both public companies.
WILLIAM J. NANCE - Mr. Nance was first elected to the Board in May of 1996 and
has also served as the Company's Vice-President since that time. Mr. Nance is
also a director of Portsmouth and has served as its Vice-President and
Secretary since May of 1996. Mr. Nance is the President and CEO of Century
Plaza Printers, Inc., a company he founded in 1979. He has also served as a
consultant in the acquisition and disposition of multi-family and commercial
real estate. Mr. Nance is a Certified Public Accountant and, from 1970 to
1976, was employed by Kenneth Leventhol & Company where he was a Senior
Accountant specializing in the area of REITS and restructuring of real estate
companies, mergers and acquisitions, and all phases of real estate development
and financing. Mr. Nance is a Director and the Treasurer of The InterGroup
Corporation, a public company, and has held such positions since 1984.
JANICE BRALY-NELSEN - Mrs. Braly-Nelsen has served as a Director of the
Company since August 1993. She is also a Director of Portsmouth, having first
been appointed in July 1993. Prior to that, Mrs. Braly-Nelsen was Chief
Financial Officer of California Meter Service for 32 years until August 1990,
when she became its President, a position she held until sale of the business
in June 1991.
L. SCOTT SHIELDS - Mr. Shields is the Treasurer and Chief Financial Officer of
the Company, having held those positions since January 1994. He also serves
as the Company's Secretary, having been appointed to that position in May
1994. Mr. Shields is a Certified Public Accountant with 14 years experience
with Ernst & Young LLP and was the partner in charge of tax planning and
preparation for Santa Fe and Portsmouth from 1985 to 1991. Since 1991, he has
been actively engaged in developing his own tax and accounting practice.
Mr. Shields also serves as the Treasurer and Chief Financial Officer of
Portsmouth, which are positions he has held since January 1994.
BOARD MEETINGS
For the fiscal year ended December 31, 1996, the Board of Directors held nine
meetings, with no incumbent director attending (whether in person,
telephonically or by written consent) fewer than 75 percent of the meetings
held during the period he or she has been a director.
<PAGE> 7
STANDING COMMITTEES
As a small business issuer, the Board of Directors has not established any
standing audit, nominating or compensation committees.
EXECUTIVE COMPENSATION
As a small business issuer, Santa Fe has no compensation committee. Executive
officer compensation is set by disinterested members of the Board of
Directors. Set forth below is a summary compensation table concerning
compensation of the Chief Executive Officer ("CEO"), and any qualifying
executive officer, for the last three completed fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other Annual(1)
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C>
JOHN V. WINFIELD (2) 1996 $42,535 $ 0 $6,000
Chairman, President and 1995 $ 0 $ 0 $4,500
Chief Executive Officer
R. N. GOULD (3) 1996 $ 8,000 $ 0 $3,000
Chairman, President and 1995 $24,000 $ 0 $6,000
Chief Executive Officer 1994 $24,000 $ 0 $6,000
- ------------------------------
</TABLE>
(1) Amounts shown reflect regular Director's fees.
(2) Mr. Winfield became the Company's Chairman, President and Chief Executive
Officer in April 1996. Prior to that time, Mr. Winfield received no
Compensation from the Company other than regular Director's fees.
(3) Mr. Gould resigned from the Company in April 1996.
Santa Fe has no stock option plan or stock appreciation rights for its
executive officers. The Company has no pension or long-term incentive plans.
There are no employment contracts between Santa Fe and any executive officer,
nor are there any termination-of-employment or change-in-control arrangements.
DIRECTOR COMPENSATION
The bylaws of Santa Fe permit directors to be paid a fixed sum for attendance
at each meeting of the Board or a stated salary as director. Each director is
paid a fee of $1,500 per quarter for a total annual compensation of $6,000.
This policy has been in effect since July 1, 1985.
<PAGE> 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 27, 1994, the Board of Directors approved a Securities Purchase
Agreement between the Company and InterGroup, a corporation in which John V.
Winfield is President and Chairman of the Board. Although the InterGroup
transaction was approved and closed prior to Mr. Winfield becoming a director
or officer of the Company, certain rights granted to InterGroup do not expire
before December 30, 1997. On March 11, 1996, InterGroup exercised all 90,000
warrants granted to it pursuant to the Securities Purchase Agreement for the
purchase of 90,000 shares of the Company's common stock at $27.00 per share.
There are no other relationships or related transactions between the Company
and any of its officers, directors, five-percent security holders or their
families which require disclosure.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors, executive officers and each beneficial owner of more than ten
percent of the Common Stock of the Company are required by Section 16(a) of
the Securities Exchange Act of 1934 to file reports periodically disclosing
their transactions in the Company's securities. Based on a review of such
reports, no reporting person failed to file required reports on a timely basis
during fiscal year 1996.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has selected the firm of Ernst & Young LLP,
independent certified public accountants, as the Company's auditors for the
current fiscal year and recommends to shareholders that they vote for ratificati
on of this selection. Ernst & Young LLP has served as the Company's auditors
since 1977. A representative of Ernst & Young LLP is expected to be present
at the Annual Meeting to make a statement, if desired, and to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF THE AUDITORS.
<PAGE> 9
PRINCIPAL HOLDERS OF EQUITY SECURITIES
The following table shows, as of March 12, 1997, the Common Stock owned by
every person owning of record (other than securities depositories), or known
by the Company to own beneficially, more than 5% of its outstanding common
shares. Any voting securities owned by directors or director nominees are
also disclosed under Election of Directors herein.
<TABLE>
<CAPTION>
Name Shares of Common Stock Percent of Class(1)
---- ---------------------- -------------------
<S> <C> <C>
Guinness Peat Group plc ("GPG") 41,429(2) 6.49
Allied Mutual Insurance
Services ("AMI")
Second Floor, 21-26 Garlick Hill
London ECHV 2AU, England
The InterGroup Corporation 229,700 36.00
2121 Avenue of the Stars
Suite 2020
Los Angeles, CA 90067
John V. Winfield 24,700 3.87
2121 Avenue of the Stars
Suite 2020
Los Angeles, CA 90067
The InterGroup Corporation and 254,400(3) 39.87
John V. Winfield as a group
- ------------------------------
</TABLE>
(1) Based on 638,019 shares issued and outstanding.
(2) According to a Statement on Schedule 13D (Amendment No. 5) dated
January 4, 1995, GPG and its wholly-owned subsidiary AMI claim shared
power to vote, or to direct the vote, and to dispose of, or to direct
the disposition of, 41,429 shares of Santa Fe's Common Stock owned
beneficially and of record by GPG and through AMI. Of that amount, 26,429
shares are beneficially owned by GPG and 15,000 by AMI.
(3) As President, Chairman of the Board and a 42.6% shareholder of
InterGroup, John V. Winfield has voting and dispositive power over
the shares owned of record and beneficially by InterGroup.
As of March 12, 1997 there were 638,019 shares of the Company's common stock
outstanding, which were held by approximately 744 shareholders of record.
<PAGE> 10
OTHER BUSINESS
We do not know of any other business to be presented to the meeting. However,
if any other matters are properly raised, the persons named in the
accompanying proxy intend to vote in accordance with their judgment on such
matters.
SHAREHOLDER PROPOSALS
If you want a proposal for the next Annual Meeting of Shareholders, which is
scheduled for May 5, 1998, to be included in the Company's Proxy Statement for
that meeting, it must be received by the Company at its principal office
mailing address, P.O. Box 80037, San Diego, California 92138-0037, prior to
December 1, 1997. You must also comply with all legal requirements for the
inclusion of such proposals.
FORM 10-K and ANNUAL REPORT
A copy of the Company's Form 10-K for the Year Ended December 31, 1996 will be
furnished free of charge, upon request, to any Shareholder. A copy of the
Company's Annual Report is being sent to the Shareholders with this Proxy
Statement. The Annual Report is not to be considered part of this soliciting
material.
By Order of the Board of Directors
SANTA FE FINANCIAL CORPORATION
L. SCOTT SHIELDS
Secretary
Dated: San Diego, California
April 9, 1997
<PAGE> 11
PROXY PROXY
SANTA FE FINANCIAL CORPORATION
P.O. BOX 80037 * SAN DIEGO, CA 92138-0037
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints L. Scott Shields and John V. Winfield as
Proxies, each with the full power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of common stock of Santa Fe Financial Corporation held of record by the
undersigned on March 12, 1997, at the Annual Meeting of Shareholders to be
held on May 6, 1997 or any adjournment thereof.
1. ELECTION OF DIRECTORS:
JANICE BRALY-NELSEN, JOHN V. WINFIELD, WILLIAM J. NANCE
CHECK ONE
[ ] IN FAVOR of all [ ] WITHHOLD authority for
nominees listed above all nominees listed above
(except as marked to the
contrary below)
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) WRITE THAT NOMINEE'S
NAME IN THE SPACE PROVIDED)
____________________________________________________________
NOTE: YOU ARE DEEMED TO VOTE FOR THE ELECTION OF ANY NOMINEE FOR WHOM
YOU FAIL TO WITHHOLD SUCH AUTHORITY
2. To ratify the appointment of Ernst & Young LLP as the independent auditors
for the Company for the year ending December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for the election of some or all of the persons named in the accompanying
Proxy Statement which were nominated by the Board of Directors of Santa Fe
Financial Corporation and in favor of Proposal 2. In the election of
directors, should cumulative voting be in effect, as explained in the Proxy
Statement, said proxies shall have the discretion and authority to distribute
the votes represented by this proxy in such proportions as they shall see fit
among the nominees named in the Proxy Statement.
Please sign exactly as your name or names appear. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give your full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: _______________, 1997
____________________________
Signature
_____________________________
Signature if held jointly
Please mark, sign, date and
return the proxy card promptly
using the enclosed envelope.
