<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)
CARVER BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
146875 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
MARK L. JOHNSON, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1134
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 8, 1999
- --------------------------------------------------------------------------------
(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 11 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 2 of 11 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: 161,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 161,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 161,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 6.97%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 3 of 11 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: 161,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER:
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 161,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 161,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 6.97%
14 TYPE OF REPORTING PERSON: BK
<PAGE>
Page 4 of 11 Pages
This Statement on Schedule 13D (this "Statement") is filed with the Securities
and Exchange Commission pursuant to Rule 13d-1 under the Securities Exchange Act
of 1934 (the "Act").
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per share
("Common Stock"), of Carver Bancorp, Inc. ("Carver"). Carver is a
Delaware corporation with its principal executive offices located
at 75 West 125th Street, New York, New York 10027-4512.
Item 2. Identity and Background.
(a) This Statement is being filed by The Boston Bank of
Commerce, a Massachusetts trust company ("BBOC"), and BBC
Capital Market, Inc., a Massachusetts corporation and
wholly owned subsidiary of BBOC ("BBC Capital" and,
together with BBOC, the "Filing Persons"). Kevin Cohee
("Cohee"), the Chairman, President and Chief Executive
Officer of BBOC, and Teri Williams ("Williams"), the Senior
Vice President-Marketing/Human Resources of BBOC and the
spouse of Cohee, own as joint tenants 66.6% of the
outstanding common stock of BBOC. Cohee and Williams have
delivered to BBOC and BBC Capital a written statement to
the effect that they disclaim any beneficial ownership of
the shares of Common Stock covered by this Statement.
(b) The address of the principal business of each of the Filing
Persons is 133 Federal Street, Boston, Massachusetts 02110.
(c) The principal business of BBOC is commercial banking. BBOC is
incorporated as a trust company under Chapter 172 of the
Massachusetts General Laws. Deposits at BBOC are insured by
The Federal Deposit Insurance Corporation. Set forth in
Schedule A hereto is the name, citizenship, business or
residence address, and present principal occupation or
employment, as well as the name and address of any corporation
or other organization in which such occupation or employment
is conducted, of each of the directors and executive officers
of BBOC, as of the date hereof.
BBC Capital is operated solely for the purpose of holding
securities on behalf of BBOC. Set forth in Schedule B hereto
is the name, citizenship, business or residence address, and
present principal occupation or employment, as well as the
name and address of any corporation or other organization in
which such occupation or employment is conducted, of each of
the directors and executive officers of BBC Capital, as of the
date hereof.
(d) During the last five years, neither of the Filing Persons nor,
to the knowledge of the Filing Persons, any person named in
either Schedule A or Schedule B hereto 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 and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
<PAGE>
Page 5 of 11 Pages
(e) During the last five years, neither of the Filing Persons nor,
to the knowledge of the Filing Persons, any person named in
either Schedule A or Schedule B hereto was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
BBOC has paid approximately $1,349,621 to purchase the shares of
Common Stock covered by this Statement. BBOC used funds from its
operations, and from no other source, for these purchases. BBOC
has contributed all of the shares of Common Stock covered by this
Statement to BBC Capital.
Item 4. Purpose of the Transaction.
By acquiring shares of Common Stock, BBOC and BBC Capital seek to
strengthen two important African-American financial institutions,
Carver Federal Savings Bank and BBOC. African-American financial
institutions are an important cornerstone for economic development
in urban markets. Enhancing the capability of these institutions to
deliver products and services to their constituent communities is a
requisite component for their continued success into the
twenty-first century.
Recent Carver press releases citing $10 million of non-performing
loans and a $500,000 increase in deposit insurance premiums have
signaled a substantial decline in Carver's safety and soundness.
Carver's high levels of overhead costs, non-earning assets and loan
loss provisions have resulted in poor earnings. With recent
management terminations, Carver's board of directors has implicitly
acknowledged that its management lacked the skills necessary to cope
with the complexities of its financial and operational challenges.
Carver's current situation parallels BBOC's past. Three years
ago, BBOC's new management team faced a cease and desist
regulatory order, poor asset quality, high overhead costs, and a
$3.6 million operating loss. This management team has been
responsible for bringing BBOC into a strong and stable condition.
Management has achieved a fourfold increase in capital, a 79%
increase in assets and a $4.3 million improvement in earnings,
all while maintaining an outstanding CRA rating. As the only
African-American owned bank in New England, BBOC has become a
model for community development.
In a letter dated March 1, 1999 (a copy of which is included as
Exhibit 1 to this Statement), BBOC proposed that Carver consider
a transaction in which all of the outstanding capital stock of
BBOC would be converted into Common Stock. BBOC and Carver Federal
Savings Bank each would continue to exist, operating under Carver.
The current management of BBOC would become the principal
executive officers of Carver and its subsidiaries. BBOC and BBC
Capital believe that this transaction would resolve the management
and operating challenges that currently face Carver. The benefits
to Carver and its shareholders would include:
-- an experienced chief executive officer and management team,
-- an increase of $106 million (25%) in total assets,
<PAGE>
Page 6 of 11 Pages
-- an increase of more than $1 million in earnings,
-- an increase of $9 million in capital,
-- an improved market valuation and perception, and
-- an entrance into a new banking market.
The combination of Carver and BBOC would create the nation's first
and only interstate African-American financial institution, one
that is well positioned to offer enhanced products and services to
African-American communities in both New York and Boston. The
resulting entity would be a leader for community development and
social and political empowerment of African-Americans.
In a letter dated March 9, 1999 from Carver to BBOC, Carver
indicated that its board of directors had rejected the proposed
transaction, preferring instead to focus only on the hiring of a
new chief executive officer. BBOC and BBC Capital believe a narrow
focus on the hiring of a single officer is not in the best interests
of the shareholders of Carver. BBOC intends to advocate for the
proposed transaction.
BBOC has applied for regulatory approvals necessary for BBC
Capital to continue to hold the shares of Common Stock covered
by this Statement. BBOC and BBC Capital may seek to acquire
additional shares of Common Stock in a number that, combined
with the shares covered by this Statement, would represent up to
9.9% of the outstanding Common Stock. BBOC and BBC Capital would
be required to obtain further regulatory approvals before their
holdings could exceed 9.9% of the outstanding Common Stock. In
addition, provisions of Carver's charter purport to limit the
extent to which a person may acquire or vote holdings in excess
of 10% of the Common Stock.
Item 5. Interest in Securities of the Issuer.
The information contained in Item 4 of this Statement is
incorporated herein by reference.
BBC Capital is the record holder of 161,300 shares of Common Stock,
representing approximately 6.97% of the outstanding Common Stock.
Those shares may be deemed to be beneficially owned by BBC Capital
and BBOC, as the result of BBOC's ownership of all of the
outstanding stock of BBC Capital.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information contained in Item 4 of this Statement 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.
<PAGE>
Page 7 of 11 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Letter dated March 1, 1999 of The Boston Bank of
Commerce to Pazel G. Jackson, Jr., as a Director of Carver
Bancorp, Inc.
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.
March 18, 1999 BBC CAPITAL MARKET, INC.
By: /s/ Kevin Cohee
-----------------------------------------------
Kevin Cohee
President
THE BOSTON BANK OF COMMERCE
By: /s/ Kevin Cohee
-----------------------------------------------
Kevin Cohee
Chairman, President and Chief Executive Officer
<PAGE>
Page 8 of 11 Pages
SCHEDULE A
Executive Officers and Directors
of The Boston Bank of Commerce
------------------------------
The names of the Directors and the names and titles of the Executive
Officers of The Boston Bank of Commerce and their business addresses and
principal occupations are set forth below. Unless otherwise indicated, each
individual is a United States citizen.
<TABLE>
<CAPTION>
Principal Occupation
Name, Title and Citizenship and Business Address
--------------------------- --------------------
<S> <C>
Kevin Cohee President, Chairman and CEO
Director & Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
Dr. Richard D. Carr Partner
Director Carr, Enos & Associates
66 New Edgerly Road
Boston, Massachusetts 02115
Daniel Dennis Partner
Director Daniel Dennis & Company
116 Huntington Avenue
Boston, Massachusetts 02115
Dr. Kenneth Edelin Executive Director
Director Boston University School of Medicine
715 Albany Street
Boston, Massachusetts 02118
Syvalia Hyman, III President
Director United South End Lower Roxbury
Development Corporation
434 Massachusetts Avenue
Boston, Massachusetts 02118
</TABLE>
<PAGE>
Page 9 of 11 Pages
<TABLE>
<S> <C>
Yu Sing Jung Partner
Director Jung/Brannen Associates
177 Milk Street
Boston, Massachusetts 02109
Melvin B. Miller Publisher
Director BayState Banner
68 Fargo Street
Boston, Massachusetts 02210
Walter B. Prince Partner
Director Peckham, Lobel, Casey, Prince & Tye
585 Commercial Street
Boston, Massachusetts 02109
John L. Sims Private Consultant
Director 9 Emerson Way
Sudbury, Massachusetts 01776
Teri Williams Senior Vice President
Director & Executive Officer Marketing/Human Resources
The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
Michael P. Burley Senior Vice President and Treasurer
Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
Robert Patrick Cooper Senior Counsel
Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
James Mundy Senior Vice President and
Executive Officer Chief Financial Officer
The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
Joanne Pizzigno Vice President-Lending
Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
</TABLE>
<PAGE>
Page 10 of 11 Pages
SCHEDULE B
Executive Officers and Directors
of BBC Capital Markets, Inc.
----------------------------
The names of the Directors and the names and titles of the Executive Officers
of BBC Capital Market, Inc. and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, each individual is
a United States citizen.
<TABLE>
<CAPTION>
Principal Occupation
Name, Title and Citizenship and Business Address
--------------------------- --------------------
<S> <C>
Kevin Cohee President, Chairman and CEO
Director & Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
John L. Sims Private Consultant
Director 9 Emerson Way
Sudbury, Massachusetts 01776
Teri Williams Senior Vice President
Director Marketing/Human Resources
The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02110
Michael P. Burley Senior Vice President and Treasurer
Director & Executive Officer The Boston Bank of Commerce
133 Federal Street
Boston, Massachusetts 02109
</TABLE>
<PAGE>
Page 11 of 11 Pages
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
1 Letter dated March 1, 1999 of The Boston Bank of Commerce
to Pazel G. Jackson, Jr., as a Director of Carver Bancorp,
Inc.
</TABLE>
<PAGE>
EXHIBIT 1
March 1, 1999
Mr. Pazel G. Jackson, Jr.
Senior Vice President
Chase Manhattan Bank
Community Development Group
600 5th Avenue, 3rd Floor
New York, NY 10020
Dear Pazel:
This letter outlines the proposal that Boston Bank of Commere ("BBOC") made to
Carver Bancorp, Inc. ("Carver" or "Bank") on February 19, 1999. It is our
understanding that Carver's Board of Directors will formally consider the
proposal sometime this week. We believe this letter will help in making your
decision.
THE TRANSACTION
BBOC proposes that Carver acquire BBOC in a stock transaction whereby Carver
would issue common stock to BBOC shareholders for 100% of the outstanding shares
of BBOC. Carver Bancorp would then own Carver Federal Savings Bank in New York
and Boston Bank of Commerce in Massachusetts.
TERMS
BBOC SHARE PRICE
The BBOC shares would be valued at 1.5 times the per share book value of BBOC.
CARVER SHARE PRICE
The Carver shares would be valued at the market price of the stock as of an
agreed upon date. An investment banking firm would be retained by Carver to
provide a fairness opinion on the transaction.
DIRECTORS' COMPENSATION
At the Closing, each of Carver's outside Directors would receive $250,000 in
cash. The Directors would agree to discontinue their existing compensation
package including Carver's Directors Retirement Plan, Option and Management
Recognition Plan.
<PAGE>
Carver Proposal Letter
March 1, 1999
Page 2
COMPANY'S HEADQUARTERS
The resulting institution would be headquartered in New York City.
MANAGEMENT
BBOC's management team along with selected members of Carver's management team
would operate the resulting institution. Kevin Cohee would be the CEO and would
be based in New York City. The resulting institution would make every effort to
utilize existing Carver employees to the extent possible.
STRATEGIC PLAN
The resulting institution would be managed as a Community Development Financial
Institution. Its mission wold be to continue to serve Carver's traditional
markets and to expand its reach to other urban communities. More details related
to the strategic plan are enclosed.
SHAREHOLDER AND REGULATORY APPROVALS
This proposal is conditioned upon approval by the Office of Thrift Supervision,
the Federal Deposit Insurance Corporation, the Federal Reserve Bank, state
banking regulators in Massachusetts and New York, and such approvals of the
stockholders of Carver and BBOC as is required by law.
TRANSACTION BACKGROUND
As a Director, you understand that Carver is a troubled institution despite
recent efforts to clean up the Bank. The Bank's history of poor earnings and
recent announcements of poor asset quality and management changes have
undermined Carver's reputation in the community and the confidence of investors
and regulators. Recent press releases citing $10 million of non-performing loans
and a $500,000 increase in deposit insurance premiums signal a substantial
downgrade in Carver's safety and soundness. Further, Carver's excessive overhead
costs, high levels of non-earning assets and potential requirements for
additional reserves compromise future earnings. With the recent management
terminations, the Board acknowledges the Bank's current management does not have
the level of skills necessary to cope with the complexities of its financial and
operational challenges.
Carver's current situation parallels BBOC's recent history. Three years ago,
BBOC's new management team faced a cease and desist regulatory order, poor asset
quality, high overhead costs, and a $3.6 million operating loss. Since 1996,
this BBOC management team has turned the Bank around, achieving a four fold
increase in capital, a 79.25% increase in assets and a $4.3 million improvement
in earnings. This was accomplished while maintaining an outstanding CRA rating.
The team's accomplishments are detailed in the enclosed document. As the only
African-American owned bank in New England, BBOC has become a model for
community development.
<PAGE>
Carver Proposal Letter
March 1, 1999
Page 3
CARVER MAKING HISTORY
Carver is at a crossroads and its future is in your hands. As a Director of
Carver, you have the opportunity to make history. The combination of Carver and
BBOC will create the nation's first and only interstate African-American
financial institution, one that is positioned to expand its market reach to
other large urban centers. As the leader for community development, social and
political empowerment of African-Americans, Carver will finally realize its
full potential as it moves into the new millennium.
If you proceed on your current course and simply hire a CEO, you will not
provide the Bank with the resources needed to prosper and will risk repeating
the failures of the past four years. A troubled institution needs much more than
a CEO. It needs a full team that can manage the multiple challenges facing the
institution. Carver's shareholders have been waiting for years for improved
operating results and will have no patience for long term plans for improving
profits.
A merger with BBOC will bring a resolution to the challenges facing Carver. The
benefits to Carver and its shareholders include:
- an experienced CEO and management team
- a $105 million increase in assets or 25% asset growth
- an over $1 million increase in earnings
- a $8 million increase in capital
- an improved market valuation and perception
- an entree into a new market
The enclosed document is a presentation given to your Chairman David R. Jones
and to Pazel G. Jackson, Jr. It provides more background information. BBOC would
like to make a full presentation to the entire Carver Board of Directors as soon
as possible. Please let us know the earliest available date.
Sincerely,
Kevin Cohee
Chairman & CEO
KLC/hke
