-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IS4o+lSDvxoixVNZrG7Dv+q4iq8nOPhd7KaEsgFFJGROv1N6H1SiWJmC3SMHnFfO d+yXKctoe6ZpMvPle+2wLw== 0000891836-97-000254.txt : 19970526 0000891836-97-000254.hdr.sgml : 19970526 ACCESSION NUMBER: 0000891836-97-000254 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970523 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY FINANCIAL CORP \DE\ CENTRAL INDEX KEY: 0001001171 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 954547287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46823 FILM NUMBER: 97613993 BUSINESS ADDRESS: STREET 1: 4835 W VENICE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90019 BUSINESS PHONE: 2139311886 MAIL ADDRESS: STREET 1: 4835 WEST VENICE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELTEC INTERNATIONAL SA CENTRAL INDEX KEY: 0000941330 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 535 MADISON AVE - 26TH FLOOR STREET 2: C/O DELTEC ASSET MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122302963 MAIL ADDRESS: STREET 1: 535 MADISON AVE 26TH FLOOR STREET 2: C/O DELTEC ASSET MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form............14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO._____)* BROADWAY FINANCIAL CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 1144410 (CUSIP Number) Stephen Zuppello, Managing Director Deltec Asset Management Corporation 535 Madison Avenue, New York, New York 10022 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 1997 ------------------------------------------------------------------------ (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(b)(3) or (4), check the following box |_|. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 any 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). Page 1 of 18 Pages SCHEDULE 13D CUSIP NO. 1144410 PAGE 2 OF 18 PAGES - ----------------- --------------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Deltec International S.A. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Panama - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 208,797 BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 208,797 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 208,797 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is the Common Stock, par value $0.01 per share (the "Shares"), of Broadway Financial Corporation ("Broadway") whose principal executive offices are located at 4835 West Venice Boulevard, Los Angeles, California 90019. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Deltec International S.A. ("Deltec International"), a Panamanian corporation. Deltec International is a holding company which is engaged through various subsidiaries principally in the provision of investment advisory and private banking services in The Bahamas, the United States and the United Kingdom. Deltec International owns all of the stock of The Deltec Banking Corporation Limited ("Deltec Banking"), a Bahamian banking corporation which is engaged principally in investment and merchant banking in The Bahamas, and any securities beneficially owned by Deltec Banking may be regarded, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), as being beneficially owned by Deltec International. The address of the principal business and offices of Deltec International and Deltec Banking is Deltec House, Lyford Cay, Nassau, Bahamas. Page 3 of 18 Pages Appendix I attached hereto sets forth, with respect to each executive officer and director of Deltec International and Deltec Banking, the following information: (a) name, (b) residence or business address, (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and (d) citizenship. Except where otherwise indicated in Appendix I or as indicated above, the principal business of each organization listed in Appendix I is the provision of financial services. During the five years preceding the filing of this statement, neither Deltec International nor Deltec Banking, nor, to the knowledge of Deltec International, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. Page 4 of 18 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Deltec Banking used general corporate funds in the amount of $2,194,470.15 to purchase the Shares referred to in Item 5. No borrowed funds were used in connection therewith. ITEM 4. PURPOSE OF TRANSACTION The Shares were acquired by Deltec Banking for investment. At the present time Deltec International has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Broadway, or the disposition of securities of Broadway, (b) an extraordinary corporate transaction, such as merger, reorganization or liquidation, involving Broadway or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of Broadway or any of its subsidiaries, (d) any change in the present board of directors or management of Broadway, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of Broadway, (f) any other material change in Broadway's business or corporate structure, (g) changes in Broadway's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Broadway by any person, (h) causing a class of securities of Broadway to be delisted from a Page 5 of 18 Pages national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of Broadway becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated above. Deltec International filed an application with the Office of Thrift Supervision ("OTS") requesting its determination that no control relationship will exist if Deltec International acquires beneficial ownership of additional Shares up to, but not more than, 25% of the outstanding Shares. Deltec's application was approved, and a rebuttal agreement, a copy of which is attached as Exhibit 1 hereto, was executed by the OTS on May 9, 1997. Deltec International does not intend to purchase or sell any additional Shares, in the open market or otherwise, except insofar as necessary to maintain its ownership at the 25% level. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of the date of filing this statement, Deltec International beneficially owns, through Deltec Banking, 208,797 Shares, or 25.0% of the 835,188 Shares that Broadway has informed Deltec were outstanding on May 21, 1997. Deltec Banking acquired such Shares as follows: 57,000 Shares were purchased in December 1996, and 151,797 Shares were purchased on May 16, 1997 at approximately $10.94 per Share (including Page 6 of 18 Pages commissions), of which 30,000 Shares were purchased from discretionary brokerage or investment advisory clients of Deltec and 121,797 Shares were purchased in the open market. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Deltec International presently has no contracts, arrangements, understandings or relationships with any person with respect to any securities of Broadway. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Rebuttal Agreement signed by Deltec International and related parties on April 18, 1997 and by the Assistant Regional Director of the OTS on May 9, 1997. Page 7 of 18 Pages Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 22, 1997 DELTEC INTERNATIONAL S.A. By /s/ Andre J. Feldman --------------------- Andre J. Feldman Vice President Page 8 of 18 Pages APPENDIX I DELTEC INTERNATIONAL S.A. DIRECTORS AND OFFICERS PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP Peter S. Darling Managing Director of Mercury Asset Mgmt Group British Chairman of the Mercury Asset Mgmt 33 King William Street Board & CEO; Group London, England 3C2R 9AS Director Penelope Dauphinot Executive Vice Deltec International S.A. Brazilian Deputy Chairman, President of Deltec P. O. Box N-3229 Executive Vice International S.A. Nassau, Bahamas President and Assistant Secretary; Director Andre J. Feldman Executive Vice The Deltec Banking Bahamian Vice President President of Corporation Limited and Secretary The Deltec Banking P. O. Box N-3229 Corporation Limited Nassau, Bahamas Gordon Bradshaw Vice President, COO The Deltec Banking Canadian Treasurer & Controller of Corporation Limited The Deltec Banking P. O. Box N-3229 Corporation Limited Nassau, Bahamas Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian Vice President and of The Deltec Corporation Limited Asst. Secretary Banking Corporation P. O. Box N-3229 Limited Nassau, Bahamas Terry E. Girling Chief Financial Deltec Panamerica Trust British Asst. Treasurer Officer of Deltec Company Limited Panamerica Trust P. O. Box N-3229 Company Limited Nassau, Bahamas Arthur E. Byrnes Chairman of the Board Deltec Asset Mgmt. Corp. U.S. Director of Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Jean Chalopin Private investor c/o Deltec Int'l S.A. French Director P. O. Box N-3229 Nassau, Bahamas Page 9 of 18 Pages Maurice M. Dwek Private investor Soditic Finance F.A. British Director 114 rue du Rhone 1204 Geneva, Switzerland Albert H. Gordon Private investor c/o Deltec Asset Mgmt.Corp. U.S. Director 535 Madison Avenue New York, N.Y. 10022 John R. Gordon President & CEO of Deltec Asset Mgmt. Corp. U.S. Director Deltec Asset Mgmt. 535 Madison Avenue Corporation New York, N.Y. 10022 Kiendl D. Gordon Homemaker c/o Deltec Asset Mgmt. Corp. U.S. Director 535 Madison Avenue New York, N.Y. 10022 Peter T. Kikis Private investor c/o Kikis Asset Mgmt. Corp. U.S. Director 535 Madison Avenue New York, N.Y. 10022 David P. McNaughtan Chairman, President Deltec Securities (U.K.)Ltd. British Director & CEO of The Deltec Brettenham House Banking Corporation 5 Lancaster Place Limited London, WC2E 7EN England J. Mario Santo Presidente del Cervecerias Bavaria S.A. Colombian Domingo, Director Directorio (brewery) Bavaria, S.A. Apartado Aereo 3538 Bogota, Colombia Gustavo J. Vollmer, Industrialist Corpalmar Venezuelan Jr., Director (sugar mill) Edificio Banco Del Orinoco Pisoq, Ave.FCO De Miranda Sector La Floresta Caracas, Venezuela Gustavo J. Vollmer, Private investor Banco Mercantile C.A. Venezuelan Sr., Director Apartado 789 Caracas 1010, Venezuela Page 10 of 18 Pages THE DELTEC BANKING CORPORATION LIMITED DIRECTORS AND OFFICERS PRINCIPAL NAME AND NAME OCCUPATION BUSINESS ADDRESS CITIZENSHIP David P. McNaughtan Chairman, President Deltec Securities (U.K.) British Chairman of the & CEO of The Deltec Brettenham House Board, President Banking Corporation 5 Lancaster Place and Chief Executive Limited London, WC2E 7EN Officer; Director England Andre J. Feldman Executive Vice President The Deltec Banking Bahamian Executive Vice of The Deltec Banking Corporation Limited President Corporation Limited P.O. Box N-3229 Nassau, Bahamas Jennifer E. Rahming Trust Officer of The Deltec Banking Bahamian Vice President The Deltec Banking Corporation Limited Corporation Limited P.O. Box N-3229 Nassau, Bahamas Terry E. Girling Vice President The Deltec Banking British Vice President The Deltec Banking Corporation Limited Corporation Limited P.O. Box N-3229 Nassau, Bahamas Gordon Bradshaw Vice President, COO The Deltec Banking Canadian Vice President, & Controller of The Corporation Limited COO & Controller; Deltec Banking P. O. Box N-3229 Director Corporation Limited Nassau, Bahamas Antonio Augusto de President of Deltec Holdings Inc. Portuguese Araujo Faria Guedes Deltec Holdings Inc. (real estate development) Vice President; Rua Alcides Lourenco Da Rocha Director 167-3 Andar Sao Paulo, Brazil CEP 04571-110 Jeffrey A. Williams Vice President of The Deltec Banking Bahamian Vice President The Deltec Banking Corporation Limited Corporation Limited P.O. Box N-3229 Nassau, Bahamas Page 11 of 18 Pages Stephanie E. Harding Secretary & Treasurer The Deltec Banking Bahamian Secretary & of The Deltec Banking Corporation Limited Treasurer Corporation Limited P.O. Box N-3229 Nassau, Bahamas Roland P. Malimpensa Vice President of Deltec Holdings Inc. Brazilian Director Deltec Holdings Inc. (real estate development) Rua Alcides Lourenco Da Rocha 167-3 Andar Sao Paulo, Brazil CEP 04571-110 Page 12 of 18 Pages EXHIBIT 1 REBUTTAL AGREEMENT REBUTTAL OF REBUTTABLE DETERMINATION OF CONTROL UNDER PART 574 I. WHEREAS A. DELTEC INTERNATIONAL, S.A., a Panamanian corporation, headquartered at Deltec House, Lyford Cay, Nassau, Bahamas and its wholly-owned subsidiary The Deltec Banking Corporation Limited, together with the other persons signing this agreement ("Deltec"), is the owner of 87,000 shares (the "Shares") of the common stock, $0.01 par value (the "Stock"), of Broadway Financial Corporation, 4835 West Venice Boulevard, Los Angeles, California 90019 ("Broadway Financial"), which Shares represent 9.7 percent of a class of "voting stock" of Broadway Financial as defined under the Acquisition of Control Regulations ("Regulations") of the Office of Thrift Supervision ("Office"), 12 CFR part 574 ("Voting Stock"); B. Broadway Federal Bank, f.s.b. (the "Institution"), a wholly owned subsidiary of Broadway Financial, is a "savings association" within the meaning of the Regulations; C. Deltec seeks to acquire additional shares of stock of Broadway Financial ("Additional Shares"), such that Deltec's ownership thereof will exceed 10 percent of a class of Voting Stock but will not exceed 25 percent of a class of Voting Stock of Broadway Financial; and Deltec's acquisition would constitute the acquisition of a "control factor" as defined in the Regulations ("Control Factor"); D. Deltec does not seek to acquire the Additional Shares or Control Factor for the purpose or effect of changing the control of Broadway Financial or in connection with or as a participant in any transaction having such purpose or effect; E. The Regulations require a company or a person who intends to hold 10 percent or more but not in excess of 25 percent of any class of Voting Stock of a savings association or holding company thereof and that also would possess any of the Control Factors specified in the Regulations, to file and obtain approval of an application ("Application") under the Savings and Loan Holding Company Act ("Holding Company Act"), 12 U.S.C. 1467a, or file and obtain clearance of a notice ("Notice") under the Change in Control Act ("Control Act"), 12 U.S.C. 1817(j), prior to acquiring such amount of stock and a Control Factor unless the rebuttable determination of control has been rebutted. F. Under the Regulations, Deltec would be determined to be in control, subject to rebuttal, of Broadway Financial upon acquisition of the Additional Shares or Control Factor; Page 13 of 18 Pages G. Deltec has no intention to manage or control, directly or indirectly, Broadway Financial; H. Deltec has filed on April 21, 1997, a written statement seeking to rebut the determination of control, attached hereto and incorporated by reference herein, (this submission referred to as the "Rebuttal"); I. In order to rebut the rebuttable determination of control, Deltec agrees to offer this Agreement as evidence that the acquisition of the Additional Shares or Control Factor as proposed would not constitute an acquisition of control under the Regulations. II. The Office has determined, and hereby agrees, to act favorably on the Rebuttal, and in consideration of such a determination and agreement by the Office to act favorably on the Rebuttal, Deltec and any other existing, resulting or successor entities of Deltec agree with the Office that: A. Unless Deltec shall have filed a Notice under the Control Act, or an Application under the Holding Company Act, as appropriate, and either shall have obtained approval of the Application or clearance of the Notice in accordance with the Regulations, Deltec will not, except as expressly permitted otherwise herein or pursuant to an amendment to this Rebuttal Agreement: 1. Seek to accept representation of more than one member of the board of directors of the Institution or Broadway Financial; 2. Have or seek to have any representative serve as the chairman of the board of directors, or chairman of an executive or similar committee of the Institution's or Broadway Financial's board of directors or as president or chief executive officer of the Institution or Broadway Financial; 3. Engage in any intercompany transaction with Broadway Financial or its affiliates; 4. Propose a director in opposition to nominees proposed by the management of the Institution or Broadway Financial for the board of directors of the Institution or Broadway Financial other than as permitted in Paragraph A-1; 5. Solicit proxies or participate in any solicitation of proxies with respect to any matter presented to the stockholders of the Institution or Broadway Financial other than in support of, or in opposition to, a solicitation conducted on behalf of management of the Institution or Broadway Financial; Page 14 of 18 Pages 6. Do any of the following, except as necessary solely in connection with Deltec's performance of duties as a member of the Institution's or Broadway Financial's board of directors: (a) Influence or attempt to influence in any respect the loan and credit decisions or policies of the Institution or Broadway Financial, the pricing of services, any personnel decisions, the location of any offices, branching, the hours of operation or similar activities of the Institution or Broadway Financial; (b) Influence or attempt to influence the dividend policies and practices of the Institution or Broadway Financial or any decisions or policies of the Institution or Broadway Financial as to the offering or exchange of any securities; (c) Seek to amend, or otherwise take action to change, the bylaws, articles of incorporation, or character of the Institution or Broadway Financial; (d) Exercise, or attempt to exercise, directly or indirectly, control or a controlling influence over the management, policies or business operations of the Institution or Broadway Financial; or (e) Seek or accept access to any non-public information concerning the Institution or Broadway Financial. B. Deltec is not a party to any agreement with the Institution or Broadway Financial. C. Deltec shall not assist, aid or abet any of the Institution's or Broadway Financial's affiliates or associates that are not parties to this Agreement to act, or act in concert with any person or company, in a manner which is inconsistent with the terms hereof or which constitutes an attempt to evade the requirements of this Agreement. D. Any amendment to this Agreement shall only be proposed in connection with an amended rebuttal filed by Deltec with the Office for its determination; E. Prior to acquisition of any shares of "Voting Stock" of Broadway Financial as defined in the Regulations in excess of the Additional Shares, any required filing will be made by Deltec under the Control Act or the Holding Company Act and either approval of the acquisition under the Holding Company Act shall be obtained from the Office or any Notice filed under the Control Act shall be cleared in accordance with the Regulations; Page 15 of 18 Pages F. At any time during which 10 percent or more of any class of Voting Stock of Broadway Financial is owned or controlled by Deltec, no action which is inconsistent with the provisions of this Agreement shall be taken by Deltec until Deltec files and either obtains from the Office a favorable determination with respect to either an amended rebuttal, approval of an Application under the Holding Company Act, or clearance of a Notice under the Control Act, in accordance with the Regulations; G. Where any amended rebuttal filed by Deltec is denied or disapproved, Deltec shall take no action which is inconsistent with the terms of this Agreement, except after either (1) reducing the amount of shares of Voting Stock of Broadway Financial owned or controlled by Deltec to an amount under 10 percent of a class of Voting Stock, or immediately ceasing any other actions that give rise to a conclusive or rebuttable determination of control under the Regulations; or (2) filing a Notice under the Control Act, or an Application under the Holding Company Act, as appropriate, and either obtaining approval of the Application or clearance of the Notice, in accordance with the Regulations; H. Where any Application or Notice filed by Deltec is disapproved, Deltec shall take no action which is inconsistent with the terms of this Agreement, except after reducing the amount of shares of Voting Stock of Broadway Financial owned or controlled by Deltec to an amount under 10 percent of any class of Voting Stock, or immediately ceasing any other actions that give rise to a conclusive or rebuttable determination of control under the Regulations; I. Should circumstances beyond Deltec's control result in Deltec being placed in a position to direct the management or policies of Broadway Financial or the Institution, then Deltec shall either (1) promptly file an Application under the Holding Company Act or a Notice under the Control Act, as appropriate, and take no affirmative steps to enlarge that control pending either a final determination with respect to the Application or Notice, or (2) promptly reduce the amount of shares of Broadway Financial Voting Stock owned or controlled by Deltec to an amount under 10 percent of any class of Voting Stock or immediately cease any actions that give rise to a conclusive or rebuttable determination of control under the Regulations; J. By entering into this Agreement and by offering it for reliance in reaching a decision on the request to rebut the presumption of control under the Regulations, as long as 10 percent or more of any class of Voting Stock of Broadway Financial is owned or controlled, directly or indirectly, by Deltec, and Deltec possesses any Control Factor as defined in the Regulations, Deltec will submit to the jurisdiction of the Regulations, including (1) the filing of an amended rebuttal or Application or Notice for any proposed action which is prohibited by this Agreement, and (2) the provisions relating to a Page 16 of 18 Pages penalty for any person who willfully violates or with reckless disregard for the safety or soundness of a savings association participates in a violation of the Holding Company Act or Control Act and the regulations thereunder, and any regulation or order issued by the Office. K. Any violation of this Agreement shall be deemed to be a violation of the Holding Company Act or Control Act and the Regulations, and shall be subject to such remedies and procedures as are provided in the Holding Company Act or Control Act and the Regulations for a violation thereunder and in addition shall be subject to any such additional remedies and procedures as are provided under any other applicable statutes or regulations for a violation, willful or otherwise, of any agreement entered into with the Office. III. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which counterparts collectively shall constitute one instrument representing the Agreement among the parties thereto. It shall not be necessary that any one counterpart be signed by all of the parties hereto as long as each of the parties has signed at least one counterpart. IV. This Agreement shall be interpreted in a manner consistent with the provisions of the Rules and Regulations of the Office. V. This Agreement shall terminate upon (i) the approval by the Office of Deltec's Application under the Holding Company Act or clearance by the Office of Deltec's Notice under the Control Act to acquire Broadway Financial, and consummation of the transaction as described in such Application or Notice, (ii) the disposition by Deltec of a sufficient number of shares of Broadway Financial, or (iii) the taking of such other action that thereafter Deltec is not in control and would not be determined to be in control of Broadway Financial under the Control Act, the Holding Company Act or the Regulations of the Office as in effect at that time. Page 17 of 18 Pages VI. IN WITNESS THEREOF, the parties thereto have executed this Agreement by their duly authorized officer. DELTEC INTERNATIONAL S.A. Date: 4/18/97 -------------------------- By: /s/ Andre J. Feldman ---------------------------- Andre J. Feldman Vice President and Secretary THE DELTEC BANKING CORPORATION LIMITED Date: 4/18/97 --------------------------- By: /s/ Andre J. Feldman ----------------------------- Andre J. Feldman Executive Vice President Date: 4/18/97 --------------------------- /s/ Penelope C. Dauphinot ---------------------------------- Penelope C. Dauphinot Date: 4/18/97 --------------------------- /s/ John R. Gordon ---------------------------------- John R. Gordon Date: 4/18/97 --------------------------- /s/ Albert H. Gordon ---------------------------------- Albert H. Gordon OFFICE OF THRIFT SUPERVISION Date: 5/9/97 --------------------------- By: /s/ Timothy J. Lane ---------------------------- Assistant Regional Director Page 18 of 18 Pages -----END PRIVACY-ENHANCED MESSAGE-----