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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 19, 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 11 Pages)
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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: 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 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: 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 11 Pages
This Amendment No. 1 to Schedule 13D relates to the common stock, par value
$.01 per share, of Carver Bancorp, Inc. This Amendment No. 1 supplementally
amends the initial statement on Schedule 13D dated March 18, 1999 filed by
BBC Capital Market, Inc. and The Boston Bank of Commerce (the "Initial
Statement"). Capitalized terms used but not defined below shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows:
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Page 5 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration.
BBOC has paid approximately $1,441,672 to purchase the shares of
Common Stock covered by the Initial Statement, as amended hereby.
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 the Initial Statement, as amended hereby, 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 the Initial 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,
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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.
In a letter dated March 22, 1999 from BBOC to Carver, BBOC
indicated that it would seek to have Cohee and Williams elected
as directors of Carver at Carver's 1999 annual meeting of
stockholders. BBOC currently is considering the submission of a
revised proposal to Carver.
BBOC has applied for regulatory approvals necessary for BBC
Capital to continue to hold the shares of Common Stock covered
by the Initial Statement, as amended hereby. BBOC and BBC
Capital currently do not intend to seek to acquire additional
shares of Common Stock. In the event their intent changes in
the future, 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 Amendment No.1 is
incorporated herein by reference.
BBC Capital is the record holder of 170,700 shares of Common Stock,
representing approximately 7.38% 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 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 7 of 11 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No.1 is true, complete and
correct.
March 29, 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
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Kevin Cohee
Chairman, President and Chief Executive Officer
