<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
CARVER BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
146875 10 9
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(CUSIP Number)
MARK L. JOHNSON, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1134
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 31, 1999
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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 Rule 13d-1(e), 13d-1(f) or 13(d)-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 13d-7(b) 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 the
disclosures provided in a prior cover page.
The information required on the remainder of the cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 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).
(Continued on following pages)
(Page 1 of 6 Pages)
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SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON: BBC Capital Market, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3072694
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts
NUMBER OF 7 SOLE VOTING POWER: 170,700
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 170,700
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 170,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 7.38%
14 TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON: The Boston Bank of Commerce
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-2764211
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts
NUMBER OF 7 SOLE VOTING POWER: 170,700
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 170,700
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 170,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 7.38%
14 TYPE OF REPORTING PERSON: BK
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Page 4 of 6 Pages
This Amendment No. 2 to Schedule 13D relates to the common stock, par value
$.01 per share, of Carver Bancorp, Inc. This Amendment No. 2 supplementally
amends the initial statement on Schedule 13D filed by BBC Capital Market,
Inc. and The Boston Bank of Commerce with the Securities and Exchange
Commission on March 18, 1999 (the "Initial Statement"), as amended by
Amendment No. 1 filed with the Securities and Exchange Commission on March
29, 1999. Capitalized terms used but not defined below shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement, as
previously amended, is supplementally amended as follows:
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Page 5 of 6 Pages
Item 4. Purpose of the Transaction.
By a letter dated March 31, 1999 from BBOC to Carver, BBOC
submitted a revised proposal to Carver in which newly issued
Carver shares would be exchanged for all of the outstanding
shares of BBOC. Under the revised proposal, the exchange of
shares would be based upon the tangible book values of BBOC and
Carver as of the date of closing. A copy of the letter is
included as EXHIBIT I to this Amendment No. 2.
On March 31, 1999. BBOC issued a press release describing which
described the revised proposal. A copy of the press release is
included as EXHIBIT 2 to this Amendment No. 2.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information contained in Item 4 of this Amendment No. 1 is
incorporated herein by reference. Except as described in Item 4,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Filing Persons, or
between either of the Filing Persons and any other person, with
respect to any securities of Carver.
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Page 6 of 6 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 is true, complete and
correct.
April 2, 1999 BBC CAPITAL MARKET, INC.
By: /s/ Kevin Cohee
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Kevin Cohee
President
THE BOSTON BANK OF COMMERCE
By: /s/ Kevin Cohee
-----------------------------------------------
Kevin Cohee
Chairman, President and Chief Executive Officer
<PAGE>
EXHIBIT 1
March 31, 1999
Mr. David R. Jones
Chairman of the Board
Carver Bancorp, Inc.
75 West 125th Street
New York, NY 10027
Dear Mr. Jones:
The Boston Bank of Commerce ("BBOC") wishes to make a new proposal to
Carver Bancorp, Inc. ("Carver") for consideration by Carver's Board of
Directors. We continue to believe a combination of Carver and BBOC is in the
best interest of both institutions. Under our new proposal, Carver shares would
be exchanged for all outstanding shares of BBOC based upon their respective
tangible book values at the time of closing.
For example, as of December 31, 1998, Carver's tangible book value was
approximately $29.7 million or $13.51 per share. Consequently, our proposed
exchange at book value would provide a 54.4% premium to Carver's closing share
price on March 29, 1999. As of December 31, 1998, BBOC's tangible book value was
approximately $8.3 million or $1.31 per fully diluted common shares.
Consequently, BBOC would receive 1 share of Carver for every 10.3 shares of
BBOC.
We believe our book-to-book proposal represents an attractive exchange as
it would provide a substantial premium over market for Carver despite its lack
of earnings, while according BBOC a valuation multiple of approximately 7.5
times estimated 1999 earnings. A review of comparable publicly traded banks to
BBOC indicates an average multiple to projected earnings of 13.5 and an average
price to book multiple of approximately 2.0. BBOC's strong asset quality will
provide an additional source of value to Carver's shareholders. On a
consolidated basis as of December 31, 1998, our proposal would create an
institution with more than $520 million in assets.
Our proposal also has the following elements:
1. We view the composition of the Carver Board as critical to
Carver's success after the transaction. We hope that some of the
current board members would retain their seats after the offering,
as we believe board continuity is also an important consideration.
At the closing, each of Carver's outside Directors would receive a
negotiated compensation package in full and final payment of all
funds each might otherwise receive pursuant to Carver's Directors
Retirement Plan and Management Recognition Plan. Those plans would
be canceled as of the date of closing. Our goal would be to
<PAGE>
create a directors compensation package based on the
performance of Carver's common stock.
2. Carver would retain its name and would be based in New York City.
The subsidiary companies, Carver Federal Savings Bank and BBOC,
would maintain their local identities and community presence.
BBOC's management team, along with selected members of Carver's
management team, would operate the resulting institution. Kevin
Cohee would be the CEO of Carver and would have his principal
office in New York.
3. We would negotiate such other terms and conditions that are
customary for transactions of this nature. Such terms and
conditions would include, but not be limited to fairness opinions,
due diligence provisions and regulatory and shareholder approvals.
We recommend Carver's Board of Directors not hire a new CEO with a
severance package prior to fully exploring a transaction between Carver and
BBOC. We believe that such action would not be in the best interest of Carver
shareholders.
As one of the largest holders of Carver's stock, BBOC has a keen interest
in seeing Carver take aggressive steps to build shareholder value. This proposal
will build value. We respectfully request that you contact us by 5:00 P.M. on
Monday, April 5, 1999, to arrange a meeting to discuss this proposal. If we do
not hear from you by that time, we will conclude that you do not share our
interest in seeking to maximize shareholder value and will consider other steps
available to us to protect the value of our investment in Carver.
Sincerely yours,
THE BOSTON BANK OF COMMERCE
By: /s/ K COHEE
------------------------------
Kevin Cohee
Chairman & CEO
<PAGE>
EXHIBIT 2
IMMEDIATE RELEASE Contact: Robert Patrick Cooper
(617) 457-4415
BOSTON BANK OF COMMERCE PRESENTS REVISED
PROPOSAL TO CARVER BANCORP AT 56.6% PREMIUM
March 31, 1999, Boston, MA - Boston Bank of Commerce (BBoC) announced today it
had presented Carver Bancorp, Inc. (Carver) with a revised proposal for a
transaction in which Carver shares would be exchanged for all outstanding shares
of BBoC. Under the revised proposal, the exchange of shares would be based upon
their respective tangible book values at the time of closing.
BBoC believes this book-to-book proposal represents an attractive exchange for
both entities. For Carver, tangible book value as of December 31, 1998 was
approximately $29.7 million or $13.51 per share and thus, the proposal would
provide a 56.6% premium over Carver's closing share price yesterday. On a
consolidated basis, this transaction would create an institution with more than
$525 million in assets.
Kevin Cohee, Chairman & CEO of BBoC stated, "We believe our offer is desirable
for stockholders of both Carver and BBoC. The premium for Carver shares reflects
our commitment to enhance the long term value of Carver stock. Carver's current
market price is reflective of its weak financial performance and some
uncertainty regarding the quality of its book value. However, we believe in the
potential for Carver to overcome its financial challenges with a strong
management team. BBoC brings high quality assets, strong earnings, excess
reserves and a management team experienced in financial turnarounds - a
favorable proposal for Carver shareholders."
The revised offer was sent to Carver's Board of Directors on Tuesday, March 30,
and requests that representatives of Carver and BBoC meet to discuss the
proposed transaction. To date, Carver's representatives have not met with BBoC's
representatives to discuss BBoC's continuing proposal to combine the operations
of Carver and BBoC.
Kevin Cohee states, "I believe we are acting in good faith with all parties.
This revised offer shows our commitment to listen to Carver's Board of Directors
and shareholders and attempt to accommodate their needs, while maintaining a
fair deal for BBoC shareholders. We continue to believe that a combination would
strengthen both institutions and benefit the African-American communities of New
York and Boston."
Boston Bank of Commerce is an African-American owned and managed financial
institution with $107 million in assets. Boston Bank of Commerce currently holds
over 7% of Carver's outstanding common stock.
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