UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
TIS MORTGAGE INVESTMENT COMPANY
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Name of Issuer
Common Stock, $.001 par value
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(Title of Class of Securities)
872527106
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CUSIP Number
Michael G. Zybala
Asst. Secretary and Counsel
The InterGroup Corporation
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 24, 2005
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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. [ ]
CUSIP No. 872527106 Page 2 of 8
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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 0
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0 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
0.0%
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14. Type of Reporting Person
CO
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CUSIP No. 872527106 Page 3 of 8
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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 110,400
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 110,400
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
110,000 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
1.2%
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14. Type of Reporting Person
CO
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CUSIP No. 872527106 Page 4 of 8
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1. Name of Reporting Person Tax Identification Number
John V. Winfield
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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
PF
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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
U.S.
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Number of 7. Sole Voting Power
Shares 245,600
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 356,000
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 245,600
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10. Shared Dispositive Power
356,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
356,000 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
4.0%
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14. Type of Reporting Person
IN
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AMENDMENT NO. 3
TO SCHEDULE 13D
OF THE INTERGROUP CORPORATION
SANTA FE FINANCIAL CORPORATION
AND JOHN V. WINFIELD
REGARDING OWNERSHIP OF SECURITIES OF
TIS MORTGAGE INVESTMENT COMPANY
This Amendment No. 3 to Schedule 13D is being filed by The
InterGroup Corporation, a Delaware Corporation ("InterGroup"), Santa Fe
Financial Corporation, a Nevada corporation ("Santa Fe") and John V. Winfield,
the Chairman, President and Chief Executive Officer of InterGroup and Santa
Fe, to update information previously furnished.
The following Items of this Schedule 13D are amended:
Item 1. Security and Issuer
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This Amendment relates to the common stock, par value $.001 per
share (the "Common Stock") of TIS Mortgage Investment Company, a Maryland
corporation (the "Issuer"). The principal executive offices of Issuer are
located at 655 Montgomery Street, Suite 800, San Francisco, CA 94111.
Item 2. Identity and Background
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The InterGroup Corporation ("InterGroup") is a Delaware corporation
with its principal place of business at 820 Moraga Drive, Los Angeles,
California 90049. InterGroup is a public company whose securities are
registered under Section 12(g) of the Exchange Act. The principal business of
InterGroup is to own and operate multi-family residential property and other
real estate. Attached hereto as Appendix A is a schedule setting forth the
executive officers and directors of InterGroup. None of the named executive
officers or directors was subject to any of the proceedings requiring
disclosure under sections (d) or (e) of this Item.
Santa Financial Corporation ("Santa Fe") is a Nevada corporation
with its principal place of business at 820 Moraga Drive, Los Angeles,
California 90049. Santa Fe is a public company whose securities are registered
under Section 12(g) of the Exchange Act and is a subsidiary of InterGroup.
The principal business of Santa Fe is to own and operate real estate.
InterGroup is the beneficial owner of approximately 76.9% of the voting shares
of Santa Fe and all of the directors of Santa Fe also serve as directors of
InterGroup. Attached hereto as Appendix B is a schedule setting forth the
executive officers and directors of Santa Fe. None of the named executive
officers or directors was subject to any of the proceedings requiring
disclosure under sections (d) or (e) of this Item.
-5-
John V. Winfield's business address is 820 Moraga Drive, Los
Angeles, California 90049. Mr. Winfield's principal occupation is President,
Chief Executive Officer and Chairman of the Board of InterGroup and Santa Fe.
Mr. Winfield is the beneficial owner of approximately 60.1% of the common
stock of InterGroup. Mr. Winfield has not been subject to any proceedings
requiring disclosure under sections (d) and (e) of this Item. Mr. Winfield is
a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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InterGroup, Santa Fe used working capital and Mr. Winfield used
personal funds to purchase the shares of Common Stock.
Item 4. Purposes of Transactions.
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On June 24, 2005, InterGroup sold 311,500 shares of the Common Stock
of Issuer on the open market at a price of $0.07 per share. With that sale,
InterGroup no longer owns shares of Common Stock of Issuer. Santa Fe and Mr.
Winfield continue to hold shares of the Common Stock for investment purposes
and their aggregate position is now less than 5% of the outstanding shares of
Common Stock of Issuer (See Item 5. below).
InterGroup, Santa Fe and Mr. Winfield acquired the securities of Issuer for
investment purposes. InterGroup, Santa Fe or Mr. Winfield may make additional
purchases of the securities of Issuer either in the open market or in
privately negotiated transactions depending on an evaluation of the Issuer's
business prospects and financial condition, the market for securities, other
available investment opportunities, money and other stock market conditions
and other future developments. Depending on these factors, InterGroup, Santa
Fe or Mr. Winfield may decide at any time to sell all or part of their
holdings of the Issuer's securities in one or more public or private
transactions.
Except as set forth in this Schedule 13D, InterGroup, Santa Fe and
John V. Winfield do not have any present plan or proposal that relate to or
would result in any of the events set forth in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer
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(a) InterGroup, as of June 29, 2005, is not deemed to beneficially
own, for purposes of this Section 13(d) of the Exchange Act, any shares of the
Common Stock of Issuer.
Santa Fe, as of June 29, 2005, may be deemed to beneficially own for
purposes of this Section 13(d) of the Exchange Act, 110,400 shares of the
Common Stock of the Issuer, representing approximately 1.2% of the outstanding
Common Stock of Issuer.
-6-
John V. Winfield, as of June 29, 2005, may be deemed to beneficially
own for purposes of this Section 13(d) of the Exchange Act, 245,600 shares of
the Common Stock of the Issuer, representing approximately 2.8% of the
outstanding Common Stock of Issuer. Mr. Winfield has the sole voting and
disposition power over the shares of Common Stock owned by him.
John V. Winfield may be deemed to beneficially own approximately
60.1% of the shares of the common stock of InterGroup and InterGroup is the
beneficial owner of approximately 76.9% of the voting shares of Santa Fe. Mr.
Winfield is also the Chairman, President and Chief Executive Officer of
InterGroup and Santa Fe. In those capacities, Mr. Winfield can be deemed to
have shared power with InterGroup and Santa Fe to direct the voting and
disposition of the Common Shares owned by InterGroup and Santa Fe. To the
extent that Mr. Winfield is deemed to beneficially own, for purposes of
Section 13(d), the Common Stock owned by InterGroup and Santa Fe, he would
beneficially own approximately 4.0% of the Common Stock of Issuer.
The above percentages were determined based on the Issuer's
representations in its latest filing on Form 10-Q with the Securities and
Exchange Commission that it had 8,893,250 shares of Common Stock outstanding
as of November 12, 2004.
(b) As the Chairman, President, Chief Executive Officer and
controlling shareholder of InterGroup and Santa Fe, John V. Winfield shares
the voting power and disposition power with respect to the Common Stock owned
by InterGroup and Santa Fe.
(c) During the past sixty (60) days, the only transaction effected
in the Common Stock of Issuer by InterGroup, Santa Fe and Mr. Winfield was the
sale of the 311,500 shares of Common Stock by InterGroup on June 24, 2005, as
discussed Item 4 above.
(d) InterGroup, Santa Fe and Mr. Winfield have the sole 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.
(e) Inapplicable.
-7-
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: June 29, 2005 THE INTERGROUP CORPORATION
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By: /s/ John V. Winfield
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John V. Winfield, Chairman
President and Chief Executive Officer
Dated: June 29, 2005 SANTA FE FINANCIAL CORPORATION
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By: /s/ Michael G. Zybala
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Michael G. Zybala
Vice President and Secretary
Dated: June 29, 2005 /s/ John V. Winfield
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John V. Winfield
-8-
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; President Plaza
Printers, Inc. Also serves as a Director of Santa Fe
Financial Corporation and Portsmouth Square, Inc.
Citizenship: United States
Gary N. Jacobs - Secretary and Director. Principal Occupation: Executive
Vice President, Secretary, General Counsel and Director
MGM Mirage.
Citizenship: United States
John C. Love - Director. Principal Occupation: CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker. Director of Santa Fe Financial
Corporation and Portsmouth Square, Inc.
Citizenship: United States
Joseph A. Grunwald - Vice Chairman of the Board. Principal Occupation:
Industrial, commercial and residential real estate
developer. Also a Director of Portsmouth Square, Inc.
Citizenship: Belgium
Mildred Bond - Director. Principal Occupation: Private consultant to
Roxborough the NAACP.
Citizenship: United States
David T. Nguyen - Treasurer and Controller, The InterGroup Corporation,
Santa Fe Financial Corporation and Portsmouth
Square, Inc.; CPA
Citizenship: United States.
David C. Gonzalez - Vice President Real Estate.
Citizenship: United States
Michael G. Zybala - Assistant Secretary and Counsel, The InterGroup
Corporation; Vice President, Secretary and General
Counsel Santa Fe Financial Corporation and Portsmouth
Square, Inc.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o The InterGroup Corporation, 820 Moraga Drive, Los Angeles,
California 90049.
APPENDIX B
SANTA FE FINANCIAL 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; President, Plaza
Printers, Inc. Also serves as a Director of The
InterGroup Corporation and Portsmouth Square, Inc.
Citizenship: United States
John C. Love - Director. Principal Occupation: CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker. Also serves as a Director of The
InterGroup Corporation and Portsmouth Square, Inc.
Citizenship: United States
David T. Nguyen - Treasurer and Controller of The InterGroup Corporation,
Santa Fe Financial Corporation and Portsmouth
Square, Inc.; CPA
Citizenship: United States.
Michael G. Zybala - Vice President, Secretary and General Counsel Santa Fe
Financial Corporation and Portsmouth Square, Inc. Also
serves as Asst. Secretary and Counsel to The InterGroup
Corporation.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o Santa Fe Financial Corporation, 820 Moraga Drive, Los
Angeles, California 90049.