UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BROADWAY FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
111444105
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(CUSIP Number)
DAVID M.W. HARVEY
HOT CREEK CAPITAL, L.L.C.
POST OFFICE BOX 3178
GARDNERVILLE, NEVADA 89410
(775) 265-3016
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 22, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 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 Section 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. 111444105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
HOT CREEK CAPITAL, L.L.C.
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)
Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
NEVADA
7. Sole Voting Power
Number of
Shares 8. Shared Voting Power
Beneficially 401,912
Owned by
Each 9. Sole Dispositive Power
Reporting
Person With
10. Shared Dispositive Power
401,912
11. Aggregate Amount Beneficially Owned by Each Reporting Person
401,912
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
22.2%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No. 111444105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
HOT CREEK VENTURES 1, L.P.
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)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
NEVADA
7. Sole Voting Power
Number of
Shares 8. Shared Voting Power
Beneficially 401,912
Owned by
Each 9. Sole Dispositive Power
Reporting
Person With
10. Shared Dispositive Power
401,912
11. Aggregate Amount Beneficially Owned by Each Reporting Person
401,912
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
22.2%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No. 111444105
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
DAVID M.W. HARVEY
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)
Not Applicable
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
Not Applicable
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
Number of
Shares
Beneficially 8. Shared Voting Power
Owned by 401,912
Each
Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
401,912
11. Aggregate Amount Beneficially Owned by Each Reporting Person
401,912
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
Not Applicable
13. Percent of Class Represented by Amount in Row (11)
22.2%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 111444105
Item 1. Security and Issuer
The class of equity securities to which this Statement relates is the
Common Stock, $0.01 par value, ("Stock") of Broadway Financial
Corporation, a Delaware corporation (the "Issuer"). The Issuer's Stock
is traded over the counter and is listed under the symbol "BYFC." The
principal executive offices of the Issuer are located at 4800 Wilshire
Boulevard, Los Angeles, California, 90010.
Item 2: Identity & Background
(a) Name of Person Filing:
This Schedule 13D is being jointly filed by each of the
following persons pursuant to Rule 13d-1(k)(1) promulgated by
the Securities and Exchange Commission pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the
"Act"): (i) Hot Creek Capital L.L.C. (the "General Partner"),
(ii) Hot Creek Ventures 1, L.P. ("Ventures 1"), and (iii)
David M. W. Harvey, the principal member of the General
Partner ((i), (ii), and (iii) being collectively, the "Filing
Persons"). The Stock which is the subject of this Schedule
13D is held by Ventures 1. The other Filing Persons are
joining in this Schedule 13D because they exercise voting and
investment power over the Stock held by Ventures 1. The
Filing Persons have entered into a Joint Filing Agreement,
dated as of January 22, 2003, a copy of which is filed with
this Schedule 13D as Exhibit A, pursuant to which the Filing
Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the
Act. The Filing Persons expressly disclaim that they have
agreed to act as a group.
(b) Residence or Business Address:
The residence or business address of each of the Filing
Persons is:
Post Office Box 3178
Gardnerville, Nevada 89410
(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:
Ventures 1 is a Nevada limited partnership formed for the
purpose of investing in, among other things, the equity
securities of various financial services providers. The
General Partner, a Nevada limited liability company, is the
general partner of the Partnership. The General Partner is
charged with management of the day-to-day affairs of the
Partnership. The principal member of the General Partner is
David M. W. Harvey. Each of the Filing Persons conducts their
business from Post Office Box 3178, Gardnerville, Nevada,
89410.
(d) and (e):
During the last five years, none of the Filing Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor have any such
persons been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or a finding of
violation of any such laws.
(f) Citizenship:
Ventures 1 and the General Partner are organized under the
laws of the state of Nevada. David M. W. Harvey is a citizen
of the U.S.A.
Item 3: Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Stock covered by this statement is
$2,065,376. Ventures 1 purchased the Stock which is the subject of this
Schedule 13D in an account carried at Banc of America Securities, LLC.
No borrowed funds were used to purchase such Stock.
Item 4: Purpose of Transaction
The purpose of the acquisition of the Stock by Ventures 1 is for
investment, and the purchases of the shares of Stock by Ventures 1 were
made in the ordinary course of business and were not made for the
purpose of acquiring control of the Issuer. Although the acquisition of
the shares of Stock by Ventures 1 is for investment purposes, the Filing
Persons may pursue discussions with management in an effort to maximize
long-term value for shareholders. Ventures 1 may make further purchases
of shares of Stock from time to time and may dispose of any or all of
the shares of Stock held by it at any time. As set forth in Exhibit C,
Ventures 1 is currently engaged in discussions with the specific intent
of entering into a contract for the sale of the Stock that is the
subject of this Schedule 13D.
None of the Filing Persons has any plans or proposals which relate to,
or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of this Schedule 13D. Each of the
Filing Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with
respect thereto, but has no present intention of doing so.
Item 5: Interest in Securities of the Issuer
(a) Based on Form 10-QSB/A dated December 23, 2002 for the period
ending September 30, 2002, the Issuer had 1,814,414 shares of
Stock issued and outstanding on October 31, 2002.
Accordingly, the 401,912 shares of Stock owned by Ventures 1
represent approximately 22.2 percent (22.2%) of the Issuer's
issued and outstanding Stock as of October 31, 2002.
(b) The General Partner has the power to vote or direct the
voting of the Stock as of any record date subsequent to
Ventures 1's purchases identified in Exhibit B, and the power
to dispose or to direct the disposition of the Stock. Because
Mr. Harvey is the controlling person of the General Partner,
he may be deemed to have the indirect power to vote or direct
the vote and to dispose or direct the disposition of the
Stock that is the subject of this Schedule 13D. Each of Mr.
Harvey and the General Partner disclaims beneficial ownership
of the Stock that is subject of this Schedule 13D.
(c) Purchases in the last 60 days. See Exhibit B attached. The
transactions identified in Exhibit B were effected through
one or more brokers in the over-the-counter market.
(d) No person other than Ventures 1 and the General Partner has
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the Stock
that is the subject of this Schedule 13D.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Except as set forth in Exhibit C, neither of Ventures 1, the General
Partner, or Mr. Harvey has any contract, arrangement, understanding,
or relationship (legal or otherwise) between or among themselves and
any person with respect to securities of the Issuer, including but not
limited to transfer or voting of any of the Stock that is the subject
of this Schedule 13D, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies. The shares
of Stock that are the subject of this Schedule 13D were not acquired
on margin.
Item 7: Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement
Exhibit B - Schedule of Purchases
Exhibit C - Form of Letter to Directors
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.
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
HOT CREEK VENTURES 1, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Exhibit A
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AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
HOT CREEK VENTURES 1, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: January 22, 2003 ----------------------------------
Name: David M. W. Harvey
Exhibit B
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SCHEDULE OF PURCHASES
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Hot Creek Ventures 1, L.P. acquisitions of and holdings in Broadway Financial
Corporation in the last 60 days.
Date Shares Cost Price/Share
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None
Exhibit C
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Form of
Letter to Directors
Thursday, January 23, 2003
BY FACSIMILE AND
BY FEDERAL EXPRESS
Board of Directors
Broadway Financial Corp.
4800 Wilshire Boulevard
Los Angeles, California 90010-3803
Dear Sirs:
We hereby amend our notice to you of January 22, 2003 that Hot
Creek Ventures 1, L.P. is currently engaged in discussions with the specific
intent of entering into a contract for the sale of its 401,912 shares as
adjusted to reflect the 2 for 1 stock split of December 2, 2002, of Common Stock
of Broadway Financial Corp.
Very truly yours,
David Harvey