Portsmouth Square Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
02 Julio 2008 - 10:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
PORTSMOUTH SQUARE, INC.
Name of Issuer
Common Stock, No Par Value Per Share
Title of Class of Securities
737212-10-0
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CUSIP Number
Michael G. Zybala
Vice President & Secretary
820 Moraga Drive
Los Angeles, California 90049
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
June 30, 2008
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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. [ ]
Page 1 of 6
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CUSIP No. 737212-10-0 Page 2 of 6
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1. Name of Reporting Person Tax Identification Number
Santa Fe Financial Corporation 95-2452529
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Nevada
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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
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
505,437 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
68.8%
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14. Type of Reporting Person
CO
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CUSIP No. 737212-10-0 Page 3 of 6
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1. Name of Reporting Person Tax Identification Number
The InterGroup Corporation 13-3293645
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 85,400
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 85,400
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
85,400 Shares of Common Stock
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row 11
11.6%
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14. Type of Reporting Person
CO
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AMENDMENT NO. 8
TO SCHEDULE 13D
OF SANTA FE FINANCIAL CORPORATION
AND THE INTERGROUP CORPORATION
REGARDING OWNERSHIP OF SECURITIES OF
PORTSMOUTH SQUARE, INC.
This Amendment No. 8 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.
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 June 30, 2008, 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 79.9% of the voting
shares of Santa Fe. InterGroup presently owns an additional 11.6% of the Common
Stock of Portsmouth. All of Santa Fe's directors also serve as directors of
InterGroup. Three of Portsmouth's five directors serve as directors of Santa
Fe and four of those five directors 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.
Page 4 of 6
Item 5. Interest in the Securities of the Issuer
(a) As of June 30, 2008, 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 June 30, 2008 InterGroup
owns 85,400 shares of the Common Stock of Portsmouth, representing
approximately 11.6% 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 80.4% 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
June 30, 2008.
(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.
(c) Information with respect to transactions in the Common Stock that
were effected during the past sixty (60) days is set forth below:
Number of Price per Nature of
Entity Date Shares Share Transaction
---------- ------- --------- --------- --------------------
InterGroup 6/30/08 2,500 $40.00 Private Purchase
InterGroup 6/11/08 200 $33.70 Open Market Purchase
InterGroup 5/23/08 2,200 $34.00 Open Market Purchase
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(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.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
Page 5 of 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: July 2, 2008 SANTA FE FINANCIAL CORPORATION
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By: /s/ Michael G. Zybala
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Michael G. Zybala, Vice President,
Secretary and General Counsel
Dated: July 2, 2008 THE INTERGROUP CORPORATION
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By: /s/ Michael G. Zybala
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Michael G. Zybala, Assistant
Secretary and Counsel
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Page 6 of 6
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