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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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
