UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Carver Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 Per share
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(Title of Class of Securities)
146875-10-9
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(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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.146875-10-9 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Carver Bancorp, Inc.
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Delaware corporation.
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
182,321
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,321
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 7.9% of 2,314,275 shares of Common Stock outstanding as of
December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
ITEM 1(A)
NAME OF ISSUER: Carver Bancorp, Inc. ("Company")
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 75 West 125th Street
New York, New York 10027
ITEM 2(A)
NAME OF PERSON FILING: Carver Bancorp, Inc.
Employee Stock Ownership Plan Committee
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Carver Bancorp, Inc.
75 West 125th Street
New York, New York 10027
ITEM 2(C)
CITIZENSHIP: Employee benefit plan of Delaware corporation.
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share
("Common Stock").
ITEM 2(E)
CUSIP NUMBER: 146875-10-9
ITEM 3
The person filing is an:
(f) /X/ Employee benefit plan which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1997. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had the
right to acquire within 60 days following such date.
(A) AMOUNT BENEFICIALLY OWNED. . . . . 182,321
(B) PERCENT OF CLASS . . . . . . . . . . . . 7.9%
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Page 4 of 6 pages
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 0
(II) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 0
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 182,321
The Plan was adopted by the Board of Directors of Carver
Federal Savings Bank ("Bank"), a wholly-owned subsidiary of the Company,
effective as of January 1, 1994, and is intended to be a tax-qualified plan
under the Internal Revenue Code of 1986. The Plan is administered by a committee
appointed by the Company ("Committee"). The Committee currently consists of two
officers of the Company and the assets of the Plan are held in a trust ("Trust")
for which Marine Midland Bank serves as trustee ("Trustee").
Pursuant to the written plan document governing the Plan
("Plan Document"), each Participant in the Plan ("Participant") is entitled to
direct the manner in which Common Stock held by the Plan and allocated to his or
her account will be voted by the Trustee on all matters on which shareholders of
the Company may vote. Any unallocated Common Stock is generally required to be
voted by the Trustee in the same proportion as Common Stock which has been
allocated to Participants is directed to be voted. As of December 31, 1997,
participants had the authority to direct the voting of 75,755 of the 182,321
total shares of Common Stock held by the Plan. Pursuant to the Plan and the
Trust agreement, the Committee may direct the Trustee with respect to the
general investment of all Trust assets.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan which have
been allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same manner as
funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at
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Page 5 of 6 pages
such time as provided in the Plan Document. Participants may receive, or direct
the receipt of, proceeds of the sale of Common Stock held by the Plan and
allocated to their accounts to the extent they have become vested in such Common
Stock and at such times as provided in the Plan Document. No Participant has the
right to receive or the power to direct the receipt of dividends on, or the
proceeds of the sale of, more than 5% of the Common Stock issued and outstanding
as of the date hereof.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable.
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act of 1974.
ITEM 9
NOTICE OF DISSOLUTION OF GROUP: Not applicable.
ITEM 10
CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired or held for the purpose of and
do not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired or held in connection with or as a
participant in any transaction having such purposes or effect.
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Page 6 of 6 pages
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.
CARVER BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By: The Carver Bancorp, Inc. Employee Stock Ownership Plan Committee
By: Date: February ___, 1997
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Valli Sheppard-Bess
Member
By: Date: February ___, 1997
-----------------------------------
Raymond L. Bruce
Member
