SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Community West Bancshares
(Name of Issuer)
common stock, without par value
(Title of Class of Securities)
204157101
(CUSIP Number)
Philip J. Timyan
4324 Central Avenue
Western Springs, Illinois 60558
(708) 308-3983
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 18, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 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).
| CUSIP No. 204157101 | Page 2 of 5 |
| 1) |
Name of Reporting Person
Philip J. Timyan | |||||
| 2) | Check The Appropriate Box If a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3) | SEC Use Only
| |||||
| 4) | Source of Funds (See Instructions)
PF | |||||
| 5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6) | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
(7) | Sole Voting Power
436,780 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
436,780 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| 11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
436,780 shares | |||||
| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
Excludes 4,000 shares held by the reporting person’s spouse. Philip J. Timyan disclaims beneficial ownership of shares held by Anna S. Belyaev, his spouse | |||||
| 13) | Percent of Class Represented By Amount in Row (11)
5.39% | |||||
| 14) | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 204157101 | Page 3 of 5 |
| 1) |
Name of Reporting Person
Anna S. Belyaev | |||||
| 2) | Check The Appropriate Box If a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3) | SEC Use Only
| |||||
| 4) | Source of Funds (See Instructions)
PF | |||||
| 5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6) | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
(7) | Sole Voting Power
4,000 | ||||
| (8) | Shared Voting Power
0 | |||||
| (9) | Sole Dispositive Power
4,000 | |||||
| (10) | Shared Dispositive Power
0 | |||||
| 11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,000 shares | |||||
| 12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
Excludes 436,780 shares held by the reporting person’s spouse. Anna S. Belyaev disclaims beneficial ownership of shares held by Philip J. Timyan, her spouse | |||||
| 13) | Percent of Class Represented By Amount in Row (11)
0.05% | |||||
| 14) | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 204157101 | Page 4 of 5 |
| Item 1. | Security and Issuer |
This Schedule 13D is filed by Philip J. Timyan and Anna S. Belyaev, the reporting persons, to report their ownership of common stock, without par value, of Community West Bancshares. The address of Community West Bancshares’ principal executive office is 445 Pine Avenue, Goleta, California 93117.
Anna S. Belyaev is Philip J. Timyan’s spouse. Their joint filing of this Schedule 13D is not an admission of beneficial ownership of shares owned by the other, and each disclaims beneficial ownership of the Community West Bancshares stock owned by the other. The filing persons are not acting in concert and they do not constitute a group.
| Item 2. | Identity and Background |
(a) the reporting persons are Philip J. Timyan and Anna S. Belyaev, husband and wife
(b) the address of the reporting persons is 4324 Central Avenue, Western Springs, Illinois 60558
(c) the reporting persons are private investors. Philip J. Timyan is a director of Royal Financial, Inc. of Chicago, Illinois. Anna S. Belyaev is a director of First Menasha Bancshares, Inc. of Neenah, Wisconsin.
(d) neither of the reporting persons has in the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
(e) neither of the reporting persons has in the last five years been a party to a civil proceeding (x) as a result of which the reporting person is or was subject to a judgment, decree, or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or (y) finding any violation of federal or state securities laws
(f) the reporting persons are citizens of the United States of America
| Item 3. | Source and Amount of Funds or Other Consideration |
The reporting persons acquired their shares of Community West Bancshares common stock using personal funds. Shares of Community West Bancshares are listed on Nasdaq’s Global Market under the symbol CWBC.
| Item 4. | Purpose of Transaction |
The reporting persons reserve the right to take any of the actions outlined in Item 4 of Schedule 13D, paragraphs (a) through (j). On or about April 18, 2017, Mr. Philip J. Timyan, one of the reporting persons, sent to the Chairman of Community West Bancshares a letter concerning Proposal 2 on the Proxy Statement to amend the articles of incorporation to increase the authorized shares from 20 million shares to 60 million shares and concerning material information not reported in the Proxy Statement in regards to Martin E. Plourd’s, President and CEO of Community West Bancshares, compensation. Mr. Timyan stated in the letter that he intends to vote against Proposal 2, which proposal is outlined in Community West Bancshares’ proxy statement for the May 25, 2017 annual meeting. A copy of the letter is attached as Exhibit 4.1 to this First Amendment.
| Item 5. | Interest in Securities of the Issuer |
(a) According to Community West Bancshares’ proxy statement for the May 25, 2017 annual meeting, there were 8,103,139 shares of common stock issued and outstanding on March 27, 2017. The 436,780 shares held by Philip J. Timyan are 5.39% of those shares, and the 4,000 shares held by Anna S. Belyaev are 0.05%.
(b) Philip J. Timyan has sole voting and investment power over the 436,780 shares held by him, and Anna S. Belyaev has sole voting and investment power over the 4,000 shares held by her.
(c) There have been no transactions in Community West Bancshares stock by Anna S. Belyaev in the past 60 days. The only transaction in Community West Bancshares stock by Philip J. Timyan in the past 60 days is his March 31, 2017 sale on the open market of 2,000 shares for $10.05 per share.
(d) No one other than the reporting persons has the right to receive or the power to direct the receipt of dividends or proceeds of sale of the shares
| CUSIP No. 204157101 | Page 5 of 5 |
(e) not applicable
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Except as stated in items 1 through 5 and except for their joint filing agreement included as an exhibit to this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in item 2 and between the persons named in item 2 and any person that have to do with the issuer or its securities, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 4.1 | April 18, 2017 Letter from Philip J. Timyan to the Chairman of Community West Bancshares. | |||
| Exhibit 7.1 | Joint filing agreement, dated April 4, 2016, filed on March 9, 2016 with the Original Schedule 13D. | |||
SIGNATURE
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.
| Date: |
April 18, 2017 |
|||||||
| /s/ Anna S. Belyaev | ||||||||
| Anna S. Belyaev | ||||||||
| Date: |
April 18, 2017 |
|||||||
| /s/ Philip J. Timyan | ||||||||
| Philip J. Timyan |
Exhibit 4.1
PHILIP J. TIMYAN
4324 Central Avenue
Western Springs, Illinois
(708) 308-3983
pejt@bloomberg.net
April 18, 2017
VIA FACSIMILE AND EXPRESS MAIL
Mr. Chairman William R. Peeples
Chairman
Community West Bancshares
445 Pine Avenue
Goleta, CA 93117-3709
Dear Mr. Peeples:
Community West Bancshares recently sent out proxy statements to each shareholder. I don’t believe increasing the authorized shares is a good idea. Community West Bancshares seeks shareholder approval to increase the authorized number of common shares from 20 million shares to 60 million. Based on Form 10-K’s for the years ended 2012 to 2016, the company’s outstanding shares increased from approximately 6 million shares to approximately 8.1 million shares on account of the debenture conversions occurring during 2013.
| DATE |
OUTSTANDING SHARES | |
| March 26, 2013 |
6,033,347 | |
| March 4, 2014 |
8,179,591 | |
| February 28, 2015 |
8,203,658 | |
| March 1, 2016 |
8,156,105 | |
| February 24, 2017 |
8,099,739 | |
The recent decreases are due to buybacks which I applaud and have been in favor of. I believe there is no need for a 200% increase in authorized shares when the number of outstanding shares has been consistently around 8 million shares for the last three years.
The proxy statement explains that the Board and management are potentially constrained from pursuing future corporate transactions that may be advisable due to the limited number of unissued shares. Increasing the number of authorized shares and issuing a substantial portion of those shares will significantly dilute existing shareholders’ interest in the company, particularly because any share issuance resulting from shareholder approval of this 200% increase in authorized shares would be too cheap compared to share pricing in recent California bank mergers.
Recent merger transactions are coming at higher valuations than in recent years. On April 1, 2017, Pacific Premier Bancorp, Inc., Irvine, California, completed its acquisition of Heritage Oaks Bancorp, Paso Robles, California. According to SNL, the deal value is 185.8% of book, 214.1% of tangible book, and 25.4 times last-12-months earnings, on a per share basis. The price represents 24.77% of deposits and 20.33% of assets. The tangible book premium-to-core deposits ratio is 14.88%. In an acquisition with similar pricing metrics for Community West Bancshares, 185.8% book value equates to $15.00 per share of Community West Bancshares stock, 214.1% tangible book value equates to $17.27 per share of Community West Bancshares stock, 25.4 times last-12-months earnings equates to $15.74 per share of Community West Bancshares stock, 24.77% of deposits equates to $16.54 per share of Community West Bancshares stock, and 20.33% of assets equates to $17.33 per share of Community West Bancshares stock.
On April 6, 2017, PacWest Bancorp, Los Angeles, California, and CU Bancorp announced the signing of a definitive merger agreement in which CU Bancorp, Los Angeles, California, will merge with and into PacWest Bancorp. SNL calculates the deal value to
be 221.5% of book, 284.3% of tangible book, 26.7 times earnings, and 22.9 times estimated EPS, on a per share basis. In an acquisition with similar pricing metrics for Community West Bancshares, 221.5% book value equates to $17.89 per share of Community West Bancshares stock, 284.3% tangible book value equates to $22.92 per share of Community West Bancshares stock, and 26.7 times EPS equates to $16.54 per share of Community West Bancshares stock.
For these reasons, I intend to vote against Proposal 2 on the Proxy Statement to amend the articles of incorporation to increase the authorized shares from 20 million shares to 60 million shares. If a sufficient number of shareholders vote against Proposal 2, it will prevent the board from issuing more shares when superior share pricing metrics not seen for a decade are now available.
I believe the total compensation for Martin E. Plourd, President and CEO of Community West Bancshares and Community West Bank, is materially understated in Community West Bancshares’ proxy statement.
On December 30, 2013, Mr. Plourd entered into a Salary Continuation Agreement (the “SERP”) with Community West Bank providing for an annual retirement benefit of $100,000 payable at age 65 for 15 years. The column “All Other Compensation” in the proxy statement’s Summary Compensation Table should include SERP accruals. I estimate that for 2015 the accrual should have been approximately $85,000, and for 2016 approximately $91,000. The exact amount of the accruals is unknown and depends on the start date of SERP accruals, the GAAP accrual method employed, Mr. Plourd’s date of birth, and the applicable accrual/discount rate used by Community West Bank; the initial accrual rate is 3.84%, according to SERP section 1.13, but that possibly has changed. As a result, I estimate that the “Total” compensation shown in the proxy statement’s Summary Compensation Table for Mr. Plourd is materially understated by at least the above amounts.
Several peer SEC-registered California banks, some of whom are smaller reporting companies like Community West Bancshares, disclose SERP expense in the Summary Compensation Table including American River Bankshares, Rancho Cordova, California, Bank of Commerce Holdings, Redding, California, FNB Bancorp, South San Francisco, California, Oak Valley Bancorp, Oakdale, California, and United Security Bancshares, Fresno, California. See Exhibits 1 through 5.
Community West Bancshares’ proxy statement also fails to disclose a material severance benefit. According to the proxy statement:
Mr. Plourd’s employment agreement specifies that, in the event of termination without cause or on non-renewal, he would continue to receive salary and benefits plus deferred compensation for a period of three months following the Bank’s written notice of Mr. Plourd’s termination or non-renewal, and one year’s base salary. Also, the contract contains a change of control (as defined) clause whereby, if he is terminated within one year following such event, he would be entitled to base salary and benefits for a period of one year.
However, the proxy statement fails to mention the continuation of executive benefits such as health and dental insurance, short-term disability insurance, and life insurance for 18 months. As a result, the proxy statement fails to disclose a material severance benefit.
Sincerely,
/s/ Philp J. Timyan
Philip J. Timyan
Exhibits:
| (1) | American River Bankshares Summary Compensation Table |
| (2) | Bank of Commerce Holdings Summary Compensation Table |
| (3) | FNB Bancorp Summary Compensation Table |
| (4) | Oak Valley Bancorp Summary Compensation Table |
| (5) | United Security Bancshares Summary Compensation Table |