Amended Statement of Beneficial Ownership (sc 13d/a)
April 09 2020 - 6:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Broadway
Financial Corporation
(Name of Issuer)
Common Stock, par value
$0.01 per share
(Title of
Class of Securities)
111444-10-5
(CUSIP Number)
Steven A.
Sugarman
16845 Von Karman Avenue
Suite #200
Irvine, CA
92606
Copies to:
Gary J. Simon
Hughes
Hubbard & Reed, LLP
One Battery Park Plaza
New York, New York 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 8, 2020
(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 §§ 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
§ 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 111444-10-5
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13D
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Page
2
of 6
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1
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NAMES
OF REPORTING PERSONS
Steven A. Sugarman
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,846,1541
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,846,1541
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,846,154 (see Item 5)1
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
9.57%2
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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1
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As of the date hereof, Mr. Sugarman directly owns no shares of common stock, par value $0.01 per share
(Shares), of Broadway Financial Corporation (the Registrant). However, as a result of wholly-owning Sugarman Enterprises, Inc. (Enterprises), which controls TCC Manager, LLC (Manager), which controls
The Capital Corps, LLC (Capital), which wholly owns Commerce Home Mortgage, LLC (Commerce), Mr. Sugarman may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce
pursuant to Rule 13d-3 (Rule 13d-3) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Mr. Sugarman has an indirect interest in a portion of the same 1,846,154 Shares already reported above by virtue of
an indirect ownership in Capital. Pursuant to Rule 13d-4 (Rule 13d-4) under the Exchange Act, Mr. Sugarman disclaims all such beneficial ownership except to the extent of his pecuniary interest therein.
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2
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Calculation of percentage based on 19,282,571 shares of the Registrants voting common stock issued and
outstanding as of April 6, 2020, as stated in the Registrants Amendment No. 1 to Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2020 (the Form 10-K/A), which also states that on such date
8,756,396 shares of the Registrants non-voting common stock also were outstanding, none of which is owned by Mr. Sugarman.
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CUSIP No. 111444-10-5
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13D
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Page
3
of 6
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1
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NAMES
OF REPORTING PERSONS
Sugarman Enterprises, Inc.
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2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
1,846,1543
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,846,1543
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,846,154 (see Item 5)3
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
9.57%4
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14
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TYPE OF REPORTING PERSON (See
Instructions)
HC
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3
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As of the date hereof, Enterprises directly owns no Shares. However, as a result of being in control of
Manager, which controls Capital, which wholly owns Commerce, Enterprises may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant
to Rule 13d-4 under the Exchange Act, Enterprises disclaims all such beneficial ownership except to the extent of its pecuniary interest therein.
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4
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Percentage based on 19,282,571 shares of the Registrants voting common stock issued and outstanding as of
April 6, 2020, as stated in the Form 10-K/A, which also states that on such date 8,756,396 shares of the Registrants non-voting common stock also were outstanding, none of which is owned by Manager.
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CUSIP No. 111444-10-5
|
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13D
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Page
4
of 6
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1
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NAMES OF REPORTING PERSONS
TCC Manager, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
1,846,1545
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
1,846,1545
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,846,154 (see Item 5)5
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
9.57%6
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14
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TYPE OF REPORTING PERSON (See
Instructions)
HC
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5
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As of the date hereof, Manager directly owns no Shares. However, as a result of being in control of Capital,
which wholly owns Commerce, Manager may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act,
Manager disclaims all such beneficial ownership. Pursuant to the internal structures of the Reporting Persons, Manager retains express, full and exclusive control over the voting and disposition of the shares owned by Commerce, which control is
exercised by and thus shared with Mr. Sugarman and Enterprises.
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6
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Percentage based on 19,282,571 shares of the Registrants voting common stock issued and outstanding as of
April 6, 2020, as stated in the Form 10-K/A, which also states that on such date 8,756,396 shares of the Registrants non-voting common stock also were outstanding, none of which is owned by Manager.
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CUSIP No. 111444-10-5
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13D
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Page
5
of 6
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1
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NAMES OF REPORTING PERSONS
The Capital Corps, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
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6
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|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
1,846,1547
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|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
|
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SHARED DISPOSITIVE POWER
1,846,1547
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11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,846,154 (see Item 5)7
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12
|
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
9.57%8
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14
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TYPE OF REPORTING PERSON
(See Instructions)
HC
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7
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As of the date hereof, Capital directly owns no Shares. However, as a result of being the wholly-owning direct
parent of Commerce, Capital may be deemed to have shared voting power over and thus beneficial ownership of the 1,846,154 Shares owned by Commerce pursuant to Rule 13d-3 under the Exchange Act. Pursuant to Rule 13d-4 under the Exchange Act, Capital
disclaims all such beneficial ownership.
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8
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Percentage based on 19,282,571 shares of the Registrants voting common stock issued and outstanding as of
April 6, 2020, as stated in the Form 10-K/A, which also states that on such date 8,756,396 shares of the Registrants non-voting common stock also were outstanding, none of which is owned by Capital.
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CUSIP No. 111444-10-5
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13D
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Page
6
of 6
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1
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NAMES
OF REPORTING PERSONS
Commerce Home Mortgage, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
|
|
SOURCE OF FUNDS (See
Instructions)
OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
1,846,154
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
1,846,154
|
|
10
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|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,846,154 (see Item 5)
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
9.57%9
|
14
|
|
TYPE OF REPORTING PERSON (See
Instructions)
OO
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9
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Percentage based on 19,282,571 shares of the Registrants voting common stock issued and outstanding as of
April 6, 2020, as stated in the Form 10-K/A, which also states that on such date 8,756,396 shares of the Registrants non-voting common stock also were outstanding, none of which is owned by Commerce.
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Item 1.
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Security and Issuer
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This statement constitutes Amendment No. 2 to the Schedule 13D, as amended prior hereto, relating to shares of common stock, par value $0.01 per share, of
Broadway Financial Corporation (the Registrant), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the Schedule 13D) to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meanings described to such terms in the Schedule 13D.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:
On April 8, 2020, Commerce Home Mortgage, LLC issued an open letter to the Registrant (the April 8 Letter). A copy of the April 8 Letter is
attached hereto as Exhibit 99.2 and is incorporated herein by reference. The April 8 Letter includes (i) a proposal to redeem the Registrants existing poison pill and amend the Registrants bylaws or charter (as applicable) to
provide that any subsequent poison pill shall be subject to a mandatory shareholder vote, (ii) a proposal that the Registrant disclose in its quarterly reports on Form 10-Q and in its annual reports on Form 10-K the number and amount
of loans the Registrant originated to African-American, Hispanic/Latino, and low-income borrowers during the applicable periods, (iii) a proposal that the Board of Directors of the Registrant conduct a review of the Registrants bylaws and
other governance documents and revise the bylaws to comply in all material respects with the governance recommendations of Institutional Shareholder Services and Glass Lewis & Co. and to correct any conflicts with applicable laws and
regulations and (iv) the nomination of Antonio Villaraigosa to the Board of Directors of the Registrant.
Item 7.
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Material to be Filed as Exhibits
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Exhibit
No.
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Description
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99.1
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Letter to the Board of Directors of the Registrant dated February 19, 2020 (previously filed).
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99.2
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Letter to the Registrant dated April 8, 2020.
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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: April 8, 2020
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SUGARMAN ENTERPRISES, INC.
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By:
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/s/ Steven A. Sugarman
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Name:
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Steven A. Sugarman
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Title:
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President
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TCC MANAGER, LLC
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By:
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Sugarman Enterprises, Inc., as its Manager
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By:
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/s/ Steven A. Sugarman
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Name:
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Steven A. Sugarman
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Its:
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President
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THE CAPITAL CORPS, LLC
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By:
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TCC Manager, LLC, as its Manager
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By:
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/s/ Carlos P. Salas
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Name:
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Carlos P. Salas
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Title:
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President
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COMMERCE HOME MORTGAGE, LLC
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By:
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The Capital Corps, LLC, as its Manager
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By:
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TCC Manager, LLC, as its Manager
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By:
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/s/ Carlos P. Salas
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Name:
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Carlos P. Salas
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Title:
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President
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/s/ Steven A. Sugarman
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Steven A. Sugarman
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