UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No ______)
Comstock Mining, Inc.
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Name of Issuer
Common Stock
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(Title of Class of Securities)
205750102
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CUSIP Number
John V. Winfield
The InterGroup Corporation
10940 Wilshire Blvd., Suite 2150
Los Angeles, California 90024
(310) 889-2500
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
October 20, 2010
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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. 205750102 Page 2
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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 66,540,464(Item 5)
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 103,113,303 (Item 5)
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 66,540,464 (Item 5)
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10. Shared Dispositive Power
103,113,303
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
169,653,767 Voting Shares of Common Stock (See Item 5)
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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
76.0% (See Item 5)
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14. Type of Reporting Person
IN
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CUSIP No. 205750101 Page 3
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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 51,137,530 (Item 5)
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
51,137,530 (Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
51,137,530 Voting Shares of Common Stock (See Item 5)
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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
22.9% (See Item 5)
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14. Type of Reporting Person
CO
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CUSIP No. 205750101 Page 4
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1. Name of Reporting Person Tax Identification Number
Santa Fe Financial Corporation 95-2452519
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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 0
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 17,553,166 (Item 5)
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
17,553,166 (Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,553,166 Voting Shares of Common Stock (See Item 5)
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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
7.9% (See Item 5)
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14. Type of Reporting Person
CO
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CUSIP No. 205750102 Page 5
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1. Name of Reporting Person Tax Identification Number
Portsmouth Square, Inc. 94-1674111
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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
California
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Number of 7. Sole Voting Power
Shares 0
Beneficially -----------------------------------
Owned by 8. Shared Voting Power
Each 34,422,607 (Item 5)
Reporting -----------------------------------
Person 9. Sole Dispositive Power
With 0
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10. Shared Dispositive Power
34,422,607 (Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
34,422,607 Voting Shares of Common Stock (See Item 5)
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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
15.4% (See Item 5)
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14. Type of Reporting Person
CO
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Item 1. Security and Issuer
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The class of equity securities to which this Schedule 13D relates is
the Common Stock ("the Common Stock") of Comstock Mining, Inc., a Nevada
corporation ("Comstock" or the "Issuer"). The address of the principal
executive offices of the Issuer is 1200 American Flat Road, Virginia City,
Nevada 89440.
Item 2. Identity and Background
-----------------------
John V. Winfield's business address is 10940 Wilshire Blvd., Suite
2150, Los Angeles, CA 90024. Mr. Winfield principal occupation is President,
Chief Executive Officer and Chairman of the Board of The InterGroup Corporation
and its consolidated subsidiaries Santa Fe Financial Corporation and Portsmouth
Square, Inc. 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.
The InterGroup Corporation ("InterGroup") is a Delaware corporation
with its principal place of business at 10940 Wilshire Blvd., Suite 2150, Los
Angeles, CA 90024. InterGroup is a public company (NASDAQ: INTG) 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. InterGroup and/or
any of its named executive officers and directors have not been subject to any
of the proceedings requiring disclosure under sections (d) or (e) of this Item.
The Santa Fe Financial Corporation ("Santa Fe") is a Nevada
corporation with its principal place of business at 10940 Wilshire Blvd., Suite
2150, Los Angeles, CA 90024. Santa Fe is a public company (OTCBB: SFEF) and a
76%-owned subsidiary of InterGroup. The principal business of Santa Fe is to
own and operate real estate. Attached hereto as Appendix B is a schedule
setting forth the executive officers and directors of Santa Fe. Santa Fe and/or
any of its named executive officers and directors have not been subject to any
of the proceedings requiring disclosure under sections (d) or (e) of this Item.
The Portsmouth Square, Inc. ("Portsmouth") is a California
corporation with its principal place of business at 10940 Wilshire Blvd., Suite
2150, Los Angeles, CA 90024. Portsmouth is a public company (OTCBB: PRSI) and a
68.8%-owned subsidiary of Santa Fe. InterGroup owns an additional 11.7% of
Portsmouth. The principal business of Portsmouth is to own and operate real
estate, primarily a San Francisco hotel, through a limited partnership.
Attached hereto as Appendix C is a schedule setting forth the executive
officers and directors of Portsmouth. Portsmouth and/or any of its named
executive officers and directors have not been subject to any of the
proceedings requiring disclosure under sections (d) or (e) of this Item.
-6-
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Mr. Winfield used personal funds to purchase the shares of Common
Stock reported herein. InterGroup, Santa Fe and Portsmouth used working capital
as its source of funds to purchase the shares of Common Stock. See Item 4 below
regarding the exchange of notes, convertible notes and debt instruments for
preferred stock.
Item 4. Purposes of Transactions.
------------------------
On October 20, 2010, Mr. Winfield, InterGroup, Santa Fe and
Portsmouth exchanged an aggregate of approximately $20,912,000 in notes,
convertible notes and debt instruments that they held in Comstock for a total
of 20,912 shares of newly created 7 1/2% Series A-1 Convertible Preferred Stock
(the "A-1 Preferred") of the Issuer. Of that amount, 7,681 shares of A-1
Preferred were issued to Mr. Winfield, 6,572 shares were issued to InterGroup,
2,249, shares were issued to Santa Fe and 4,410 shares were issued to
Portsmouth. Together, Mr. Winfield, InterGroup, Santa Fe and Portsmouth
constitute all of the holders of the A-1 Preferred.
Each share of A-1 Preferred has a stated value of $1,000 per share
and a liquidation and change of control preference equal to the stated value
plus accrued and unpaid dividends. Commencing January 1, 2011, the holders are
entitled to semi-annual dividends at a rate of 7.5% per annum, payable in cash,
common stock preferred stock or any combination of the foregoing, at the
election of Comstock. At the holder's election, each share of A-1 Preferred is
convertible at a fixed conversion rate (subject to anti dilution) into 1,536
shares of common stock of Comstock, therefore converting into common stock at a
conversion price of $0.6510. Each share of A-1 Preferred will entitle the
holder to vote with the holders of common stock as a single class on all
matters submitted to the vote of the common stock (on an as converted basis)
and, for purposes of voting only, each share of A-1 Preferred shall be entitled
to five times the number of votes per common share to which it would otherwise
be entitled. Each share of Series A-1 Preferred shall entitle its holder to one
(1) vote in any matter submitted to vote of holders of Preferred Stock, voting
as a separate class. The A-1 Preferred, in conjunction with the other series of
newly created Preferred Stock of Comstock discussed below, also has certain
rights requiring consent of the Preferred Stock holders for Comstock to take
certain corporate and business actions. The holders will have registration
rights with respect to the shares of common stock underlying the A-1 Preferred
and also preemptive rights, In addition, so long as the holders of the A-1
Preferred hold 25% or more of the total Preferred Stock of Comstock, (i) Mr.
Winfield will be a member of Comstock's board of directors and (ii) the A-1
Preferred holders will have the right, upon written request to Comstock, to
nominate a member of Comstock's board of directors who meet the definition of
an "independent" director" and other requirements. The foregoing description of
the Certificate of Designation of Preferences and Rights and Limitations of 7
1/2% Series A-1 Convertible Preferred Stock, attached to this report as Exhibit
A.
-7-
Concurrent with the exchange of the convertible debt held by Mr.
Winfield, InterGroup, Santa Fe and Portsmouth for A-1 Preferred, Comstock also
exchanged approximately $8,483,000 of other senior indebtedness for 8,483
shares of newly created 7 1/2% Series A-2 Convertible Preferred Stock (the A-2
Preferred") and issued 35,750 shares of 7 1/2% Series B Convertible Preferred
Shares (the "B Preferred") as part of a new equity raise of $35.75 million in
gross proceeds ($32 million, net of commissions and transaction related
expenses). Each share of A-2 Preferred is convertible into 1,536 shares of
common stock and each share of B Preferred is convertible into 606 shares of
common stock, both at a fixed conversion rate (subject to anti dilution
adjustments). Each share of A-2 Preferred and B Preferred will entitle the
holder to vote with the holders of common stock as a single class on all
matters submitted to the vote of the common stock on an as converted basis.
Each share of A-2 Preferred and B Preferred shall also entitle its holder to
one (1) vote in any matter submitted to vote of holders of Preferred Stock,
voting as a separate class. Following these transactions, the A-1 Preferred
will constitute approximately 32.1% of the total Preferred stock of Comstock.
As long as 25% or more of the Preferred Stock issued on or prior to
October 20, 2010 is outstanding, Comstock will not be permitted (subject to
limited exceptions) without the consent of the Preferred Stock, to incur
indebtedness, grant liens, repurchase more than 5% of the common stock
outstanding, enter into any transaction with an affiliate of Comstock which is
not on an arm's length basis, enter into transactions with affiliates of
officers or directors that provide for the payment of services in securities of
Comstock, amend its certificate of incorporation, by-laws, or a certificate of
designations of the Preferred Stock in a manner that adversely affects the
interests of the Preferred Stock, issue new series of preferred stock, pay
dividends on equity junior to the Preferred Stock, adopt an executive equity
incentive plan which provides for the issuance of not greater than 6.0% of the
fully diluted equity of the Company, enter into any transaction for the sale or
pledge of a material asset of Comstock, approve or consent to the initiation of
a bankruptcy proceeding or issue any securities of the Comstock in exchange for
services to a consultant. A majority of the Preferred Stock is generally
required to provide consent; provided, that the holders of the A-1 Preferred
must be part of that majority so long as they hold 25% or more of the Preferred
Stock.
In addition, as long as at least 25% of the Preferred Stock issued on
or prior to October 20, 2010, is still outstanding, and as long as the holders
of the A-1 Preferred still hold at least 25% of the Preferred Stock, Comstock
shall not, without the affirmative vote of the holders of the A-1 Preferred,
enter into any transaction for the acquisition of any business, property or
asset pursuant to which Comstock will incur indebtedness to finance such
acquisition in principal amount in excess of $500,000, pay any dividends to
holders of Preferred Stock in cash in an amount to exceed $500,000, engage in a
private placement or public offering of any common stock or common stock
equivalents of the Comstock, enter into a Change of Control Transaction (as
defined in each certificate of designation) or enter into any transaction that
would constitute a Fundamental Transaction (as defined in each certificate of
designation).
On October 20, 2010, Mr. Winfield and DWC Resources, Inc. (a company
controlled by Mr. Winfield) entered into a Limited Liability Company Operating
Agreement ("Operating Agreement") for Northern Comstock LLC ("Northern
-8-
Comstock"), a newly formed Nevada limited liability company. Pursuant to the
Operating Agreement, Comstock will obtain the exclusive rights of production
and exploration over certain property owned by DWC Resources, Inc. in Storey
County, Nevada (the "DWC Property") and two parcels leased by Mr. Winfield from
the Sutro Tunnel Company in Storey County, Nevada (the "Sutro Property") and
Virginia City Ventures, Inc. (the "VCV Property"). Pursuant to the terms of the
Operating Agreement, DWC Resources, Inc. will contribute the DWC Property to
Northern Comstock, Mr. Winfield will contribute his rights to the Sutro
Property and the VCV Property to Northern Comstock and Comstock will contribute
862.5 shares of A-1 Preferred and its services in the area of mine exploration,
development and production to Northern Comstock. The terms of the Operating
Agreement provide that on each anniversary of the Operating Agreement, up to
and including the thirty-ninth (39th) anniversary, the Comstock will make
additional capital contributions in the amount of $862,500.00, in the form of
shares of A-1 Preferred or cash upon request of Northern Comstock. Under
certain circumstances, the additional capital contributions can be accelerated.
The Operating Agreement further provides Comstock with the exclusive
rights of development, production, mining and exploration on the respective
properties and requires the Comstock to make certain capital expenditures
toward that end. Under the terms of the Operating Agreement (i) all cash flows
from the bullion or other minerals recovered from the ore mined out of the
ground but untreated and minerals produced from the milling or reduction of ore
to a higher grade produced from the DWC Property, Sutro Property or VCV
Property, as applicable, or finished products produced from any such property,
will be distributed to Comstock after certain distributions to the other
members of Northern Comstock; (ii) an annual distribution of 500 and 362.5
shares of A-1 Preferred will be set aside for distribution to DWC Resources,
Inc. and Mr. Winfield, respectively, but such distribution will be retained by
Northern Comstock unless DWC Resources, Inc. and Mr. Winfield otherwise
instruct the Company to distribute the shares to them; and (iii) all other
distributions of cash or other property of Northern Comstock shall be permitted
only with the prior written consent of all members. The foregoing description
of the Operating Agreement, and the specific terms of the Operating Agreement,
is qualified in its entirety by reference to the provisions of the Operating
Agreement attached to this report as Exhibit B.
On October 20, 2010, Comstock made its contribution of 862.5 shares
of A-1 Preferred to Northern Comstock. As the Manager of Northern Comstock, Mr.
Winfield has the sole voting power over the shares of A-1 Preferred owned by
Northern Comstock and the Common Stock represented thereby.
Mr. Winfield, InterGroup, Santa Fe have acquired the securities of
Issuer for investment purposes. Although neither Mr. Winfield nor InterGroup
have any present intention to do so, Mr. Winfield or InterGroup 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, Mr. Winfield and/or
InterGroup 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.
Other than discussed above, Mr. Winfield, InterGroup, Santa Fe and/or
Portsmouth 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.
-9-
Item 5. Interest in the Securities of the Issuer
----------------------------------------
(a) As of October 29, 2010, Mr. Winfield owns the following
securities of the Issuer: (1) 607,634 shares of Common Stock; (2) 318,750
vested warrants to purchase 318,750 shares of Common Stock; (3) 7,681 shares of
A-1 Preferred, representing 11,798,016 shares of Common Stock (on an as
converted basis) and which have the voting power of 58,990,080 shares of Common
Stock on matters to be voted on by the holders of Common Stock. In addition,
Mr. Winfield has the sole voting power over 862.5 shares of A-1 Preferred owned
by Northern Comstock, representing 1,324,800 shares of Common Stock (on an as
converted basis) and which have the voting power of 6,624,000 shares of Common
Stock on matters to voted on by the holders of Common Stock. Those securities
represent a total of 66,540,464 voting shares and constitute approximately
29.8% of the voting power of the Common Stock of the Issuer.
As of October 29, 2010, InterGroup owns the following securities of
the Issuer: (1) 537,070 shares of Common Stock; (2) 127,750 vested warrants to
purchase 127,500 shares of Common Stock; (3) 6,572 shares of A-1 Preferred,
representing 10,094,592 shares of Common Stock (on an as converted basis) and
which have the voting power of 50,472,960 shares of Common Stock on matters to
be voted on by the holders of Common Stock. Those securities represent a total
of 51,137,530 voting shares and constitute approximately 22.9% of the voting
power of the Common Stock of the Issuer.
As of October 29, 2010, Santa Fe owns the following securities of the
Issuer: (1) 217,096 shares of Common Stock; (2) 63,750 vested warrants to
purchase 63,750 shares of Common Stock; (3) 2,249 shares of A-1 Preferred,
representing 3,454,464 shares of Common Stock (on an as converted basis) and
which have the voting power of 17,272,320 shares of Common Stock on matters to
be voted on by the holders of Common Stock. Those securities represent a total
of 17,553,166 voting shares and constitute approximately 7.9% of the voting
power of the Common Stock of the Issuer.
As of October 29, 2010, Portsmouth owns the following securities of
the Issuer: (1) 426,307 shares of Common Stock; (2) 127,750 vested warrants to
purchase 127,500 shares of Common Stock; (3) 4,410 shares of A-1 Preferred,
representing 6,773,760 shares of Common Stock (on an as converted basis) and
which have the voting power of 33,868,800 shares of Common Stock on matters to
be voted on by the holders of Common Stock. Those securities represent a total
of 34,422,607 of the voting shares and constitute approximately 15.4% of the
voting power of the Common Stock of the Issuer.
(b) Mr. Winfield has the sole voting and disposition power over the
shares of Common Stock, warrants and A-1 Preferred owned by him. As Chairman,
Present and CEO of InterGroup, Santa Fe and Portsmouth, Mr. Winfield can be
deemed to have shared power with those entities to direct the voting and
disposition of the Common Stock, warrants and A-1 Preferred of Issuer owned by
InterGroup, Santa Fe and Portsmouth. Thus, Mr. Winfield may be deemed to
beneficially own for purposes of Section 13D of the Exchange Act, approximately
76% of the voting power of the Common Stock of the Issuer.
-10-
The above percentages were determined based on the Issuer's
disclosures in its Current Report on Form 8-K, dated October 20, 2010, that it
would have approximately 88,600,000 shares of Common Stock outstanding (on a
converted basis) after the transactions discussed above. After giving effect to
the five times voting rights afforded the holders of the A-1 Preferred and
assuming the exercise of the warrants, Comstock would have approximately
223,046,000 voting shares outstanding.
(c) In addition to the transactions discussed above, the following
transactions in the Common Stock were effected during the past 60 days by
InterGroup, Santa Fe and Portsmouth.
Average
Price per
Identity Date Amount Share Nature of Transaction
---------- -------- ------- --------- ---------------------
InterGroup 10/20/10 265,792 $2.00 Exercise of Warrants*
Santa Fe 10/20/10 173,883 $2.00 Exercise of Warrants*
Portsmouth 10/20/10 365,254 $2.00 Exercise of Warrants*
* All transactions were cashless exercises of warrants.
(d) No person other than Mr. Winfield, with respect to his shares,
or InterGroup, Santa Fe and Portsmouth with respect to their shares, 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.
(e) Not Applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
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The information disclosed in Item 4 of this Schedule 13D relating to
contracts, agreements, understandings or relationships with respect to the
securities of the Issuer is incorporated into this Item 6.
Item 7. Material to be Filed as Exhibits
--------------------------------
The information disclosed in Item 4 of this Schedule 13D is
incorporated by reference into this Item 7. The following documents are filed
as Exhibits to this report.
Exhibit A - Certificate of Designation of Preferences and Rights and
Limitations of 7 1/2% Series A-1 Convertible Preferred Stock
Exhibit B - Northern Comstock LLC Limited Liability Company Operating Agreement
-11-
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: November 1, 2010 /s/ John V. Winfield
---------------- ---------------------------
John V. Winfield
THE INTERGROUP CORPORATION
Dated: November 1, 2010 by /s/ John V. Winfield
---------------- ---------------------------
John V. Winfield, Chairman,
President and CEO
SANTA FE FINANCIAL CORPORATION
Dated: November 1, 2010 by /s/ John V. Winfield
---------------- ---------------------------
John V. Winfield, Chairman,
President and CEO
PORTSMOUTH SQUARE, INC.
Dated: November 1, 2010 by /s/ John V. Winfield
---------------- ---------------------------
John V. Winfield, Chairman,
President and CEO
-12-
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
John C. Love - Director. Principal Occupation: Retired CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker.
Citizenship: United States
Joseph A. Grunwald - Vice Chairman of the Board. Principal Occupation:
Industrial, commercial and residential real estate
developer.
Citizenship: Belgium
David C. Gonzalez - Vice President Real Estate, The InterGroup Corporation.
Citizenship: United States
David T. Nguyen - Treasurer and Controller, Certified Public Accountant.
Citizenship: United States.
Michael G. Zybala - Assistant Secretary and General Counsel.
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.
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.
Citizenship: United States
John C. Love - Director. Principal Occupation: Retired CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker.
Citizenship: United States
David T. Nguyen - Treasurer and Controller, Certified Public Accountant.
Citizenship: United States.
Michael G. Zybala - Vice President, Secretary and General Counsel.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o Santa Fe Financial Corporation, 10940 Wilshire Blvd., Suite
2150, Los Angeles, CA 90024.
APPENDIX C
PORTSMOUTH SQUARE, INC.
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
Jerold R. Babin - Director. Principal Occupation: Retail Securities
Broker, Retired First Vice President Wells Fargo
Advisors.
Citizenship: United States
John C. Love - Director. Principal Occupation: Retired CPA, Independent
consultant to the hospitality and tourism industries;
real estate broker.
Citizenship: United States
Joseph A. Grunwald - Director. Principal Occupation:
Industrial, commercial and residential real estate
developer.
Citizenship: Belgium
David T. Nguyen - Treasurer and Controller, Certified Public Accountant.
Citizenship: United States.
Michael G. Zybala - Vice President, Secretary and General Counsel.
Citizenship: United States
* Business Address: The business address for all executive officers and
directors is c/o Portsmouth Square, Inc., 10940 Wilshire Blvd., Suite 2150,
Los Angeles, CA 90024.