0001144204-14-073643.txt : 20141212 0001144204-14-073643.hdr.sgml : 20141212 20141212142206 ACCESSION NUMBER: 0001144204-14-073643 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141212 DATE AS OF CHANGE: 20141212 GROUP MEMBERS: INTERGROUP CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PORTSMOUTH SQUARE INC CENTRAL INDEX KEY: 0000079661 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 941674111 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31221 FILM NUMBER: 141283182 BUSINESS ADDRESS: STREET 1: 10940 WILSHIRE, BLVD. STREET 2: SUITE 2150 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: (310) 889-2500 MAIL ADDRESS: STREET 1: 10940 WILSHIRE, BLVD. STREET 2: SUITE 2150 CITY: LOS ANGELES STATE: CA ZIP: 90024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE FINANCIAL CORP CENTRAL INDEX KEY: 0000086759 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 952452529 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10940 WILSHIRE, BLVD. STREET 2: SUITE 2150 CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: (310) 889-2500 MAIL ADDRESS: STREET 1: 10940 WILSHIRE, BLVD. STREET 2: SUITE 2150 CITY: LOS ANGELES STATE: CA ZIP: 90024 SC 13D/A 1 v396385_sc13da.htm SC 13D/A

 

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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