UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
PORTSMOUTH, SQUARE, INC.
____________________________________
Name of Issuer
Common Stock, No Par Value Per Share
__________________________________
Title of Class of Securities
737212-10-0
_______________
CUSIP Number
David Nguyen
Treasurer
The InterGroup Corporation
10940 Wilshire Blvd., Suite 2150
Los Angeles, California 90024
(310) 889-2511
_______________________________________
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
November 21, 2014
__________________________________________
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(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for and subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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) 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(e) ¨ | |
6. | Citizenship or Place of Organization | |
Nevada |
Number of | 7. Sole Voting Power | |
Shares | 505,437 | |
Beneficially | ||
Owned by | 8. Shared Voting Power | |
Each | ||
Reporting | ||
Person | 9. Sole Dispositive Power | |
With | 505,437 | |
10. Shared Dispositive Power |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
505,437 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 |
68.8% | |
14. | Type of Reporting Person |
CO | |
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CUSIP No. 737212-10-0
1. | Name of Reporting Person | Tax Identification Number |
The InterGroup Corporation | 13-3293645 | |
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(e) ¨ | |
6. | Citizenship or Place of Organization | |
Delaware |
Number of | 7. Sole Voting Power |
Shares | 95,847 |
Beneficially | |
Owned by | 8. Shared Voting Power |
Each | |
Reporting | |
Person | 9. Sole Dispositive Power |
With | 95,847 |
10. Shared Dispositive Power |
11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
95,847 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 |
13.1% | |
14. | Type of Reporting Person |
CO | |
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AMENDMENT NO. 9
TO SCHEDULE 13D
OF SANTA FE FINANCIAL CORPORATION
AND THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF SECURITIES OF
PORTSMOUTH SQUARE, INC.
This Amendment No. 9 to Schedule 13D is being filed by Santa Fe Financial Corporation, a Nevada corporation (“Santa Fe”), and Santa Fe’s parent company, The InterGroup Corporation, a Delaware corporation (“InterGroup”) to update information previously furnished.
The following items of this Schedule 13D are amended:
Item 1. | Security of Issuer. |
This Amendment reflects additional purchases of the Common Stock, no par value (the “Common Stock”) of Portsmouth Square, Inc., a California corporation (“Portsmouth” or the “Issuer”) by InterGroup. The address of the principal executive offices of the Issuer is 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
Item 3. | Source and Amount of Funds or Other Consideration. |
InterGroup used working capital to purchase the additional shares of Common Stock in Portsmouth.
Item 4. | Purposes of Transactions. |
On November 21, 2014, InterGroup purchased additional shares of the Common Stock of Portsmouth in a private transaction. Santa Fe and InterGroup have purchased their shares of Common Stock for investment purposes. Santa Fe and InterGroup may make additional purchases of Common Stock in the open market transactions, primarily in block purchases, or in private transactions, to increase their equity interest in Portsmouth.
Portsmouth is a 68.8%-owned subsidiary of Santa Fe, which has had ownership, voting and management control of Portsmouth since 1987. Santa Fe is a subsidiary of InterGroup, which controls approximately 85.1% of the voting shares of Santa Fe. InterGroup presently owns an additional 13.1% of the Common Stock of Portsmouth. All of Santa Fe’s directors also serve as directors of InterGroup. Two of Portsmouth’s three directors serve as directors of Santa Fe and all three directors of Portsmouth are also directors of InterGroup. John V. Winfield serves as Chairman of the Board and President of InterGroup, Santa Fe and Portsmouth.
Except as discussed above, Santa Fe and InterGroup do not have any other plans or proposals at this time which relate to or would result in the events set forth in this Item 4.
Item 5. | Interest in the Securities of the Issuer. |
(a) As of November 21, 2014, Santa Fe beneficially owns 505,437 shares of the Common Stock of Portsmouth. Those shares represent approximately 68.8% of the outstanding Common Stock of Portsmouth. As of November 21, 2014, InterGroup owns 95,847 shares of the Common Stock of Portsmouth, representing approximately 13.1% of the outstanding Common Stock. To the extent that InterGroup may be deemed to beneficially own, for purposes of Section 13(d), the Common Stock of Portsmouth owned by Santa Fe, InterGroup would beneficially own approximately 81.9% of the Common Stock of Portsmouth.
The above percentages were determined based on Portsmouth’s representation that it had 734,183 shares of Common Stock outstanding as of November 21, 2014.
(b) Santa Fe and InterGroup have the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, the shares of Common Stock beneficially owned by each of them, respectively. Since all of Santa Fe’s directors are also directors of InterGroup, it is expected that all shares of Common Stock held by Santa Fe and InterGroup would be voted in the same way; however, there is no requirement or agreement that those shares be voted in that manner.
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(c) Information with respect to transactions in the Common Stock that were effected during the past sixty (60) days is set forth below:
Date | Number of Shares | Price per Share | Nature | |||||||
11/21/14 | 920 | $ | 35.02 | Open Market Purchase |
(d) No person other than Santa Fe and InterGroup, 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 of them, respectively.
(e) Inapplicable.
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: December 12, 2014 | SANTA FE FINANCIAL CORPORATION | ||
By: | /s/ | David Nguyen | |
David Nguyen | |||
Treasurer | |||
Dated: December 12, 2014 | THE INTERGROUP CORPORATION | ||
/s/ | David Nguyen | ||
David Nguyen | |||
Treasurer |
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APPENDIX A
THE INTERGROUP CORPORATION
Executive Officers and Directors*
John V. Winfield - | Chairman of the Board, President and Chief Executive Officer, The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc. |
Citizenship: United States | |
William J. Nance - | Director. Principal Occupation: Certified Public Accountant ("CPA") and Consultant. |
Citizenship: United States | |
Gary N. Jacobs - | Secretary and Director. Principal Occupation: Attorney at Law |
Citizenship: United States | |
David C. Gonzalez - | Vice President Real Estate, The InterGroup Corporation. |
Citizenship: United States | |
David Nguyen - | Treasurer and Controller, Certified Public Accountant. |
Citizenship: United States. |
* Business Address: The business address for all executive officers and directors is c/o The InterGroup Corporation, 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024.
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