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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 14, 1999
Carver Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21487 13-3904174
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
75 West 125th Street, New York, New York 10027-4512
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (212) 876-4747
Not Applicable
(Former name or former address, if changed since last report)
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Items 1 through 3, 6 and 8. Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
On Tuesday, December 14, 1999, Carver Bancorp, Inc., a Delaware
corporation and the holding company for Carver Federal Savings Bank, ("Carver"),
engaged KPMG LLP ("KPMG") as its independent auditors for the fiscal year ending
March 31, 2000. Since November, 1995, Mitchell & Titus LLP ("Mitchell & Titus")
has been Carver's independent auditor. The decision to change auditors was
recommended by Carver's Audit Committee and was approved by Carver's Board of
Directors based on a review by Carver of its accounting and tax service needs
for future operations.
The reports of Mitchell & Titus on Carver's consolidated financial
statements for the fiscal years ended March 31, 1999 and 1998 did not contain an
adverse opinion or a disclaimer of opinion, and the reports were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with Carver's audits of consolidated financial statements
for each of the two fiscal years ended March 31, 1999 and 1998, there were no
disagreements with Mitchell & Titus on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of Mitchell & Titus would have caused
Mitchell & Titus to make reference to the matter in their report.
In connection with the audits of Carver's consolidated financial
statements for each of the two fiscal years ended March 31, 1999 and 1998;
(a) Mitchell & Titus did not advise Carver that the internal
controls necessary for Carver to develop reliable financial statements do not
exist;
(b) Mitchell & Titus did not advise Carver that information
had come to the attention of Mitchell & Titus that had led it to no longer be
able to rely on Carver's management representations, or that had made Mitchell &
Titus unwilling to be associated with the financial statements prepared by
Carver's management;
(c) Mitchell & Titus did not advise Carver that Mitchell &
Titus would need to expand significantly the scope of its audit, or that
information had come to the attention of Mitchell & Titus during such time
period that if further investigated may (i) materially impact the fairness or
reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that may prevent it
from rendering an unqualified audit report on those financial statements) or
(ii) cause Mitchell & Titus to be unwilling to rely on Carver's management
representations or be associated with Carver's consolidated financial
statements; and
(d) Mitchell & Titus did not advise Carver that information
had come to the attention of Mitchell & Titus of the type described in
subparagraph (c) above, the issue not being resolved to the satisfaction of
Mitchell & Titus prior to its dismissal.
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The Company has provided Mitchell & Titus with a copy of this report
and has requested Mitchell & Titus to furnish Carver with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
statements made herein. Attached as Exhibit 16 to this Form 8-K is a copy of
Mitchell & Titus' letter.
Effective as of December 14, 1999, Carver has entered into an agreement
with KPMG that provides for, among other things, the engagement of KPMG as the
independent accounting firm that will audit the financial statements of Carver
for the fiscal year ending March 31, 2000 and 2001;
During Carver's fiscal years ended March 31, 1999 and 1998 and the
subsequent period prior to engaging KPMG, Carver (or anyone on Carver's behalf)
did not consult KPMG regarding:
(1) either the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on Carver's financial statements; and as such no
written report was provided to Carver and no oral advice was provided that the
new accountant concluded was an important factor considered by Carver in
reaching a decision as to any accounting, auditing or financial reporting issue;
or
(2) any matter that was either the subject of disagreement or
a reportable event.
The continued engagement of KPMG is subject to ratification by the
shareholders at Carver's forthcoming Annual Meeting to be held on February 24,
2000.
Item 5.
On November 9, 1999, a shareholder of Carver, BBC Capital Markets, Inc.
("BBC"), filed a suit in the Court of Chancery of Delaware against Carver to
require Carver to hold an annual meeting of stockholders. The action is
encaptioned BBC Capital Markets, Inc. V. Carver Bancorp, Inc. Carver has
scheduled the stockholders meeting for Thursday, February 24, 2000. On December
9, 1999, Carver entered into a stipulation with BBC, which among other things,
confirms that Carver will hold its annual meeting of stockholders on February
24, 2000. Pursuant to the stipulation, the action has been dismissed with
prejudice.
Item 7. Financial Statements and Exhibits.
No financial statements are required to be filed as part of this
Report. The following exhibits are filed as part of this Report:
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Exhibit No. Description
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16 Letter regarding Change in Certifying Accountant
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Carver Bancorp, Inc.
By: /s/ Deborah C. Wright
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Deborah C. Wright
President & Chief Executive Officer
Date: December 20, 1999
VIA FACSIMILE (202) 504-2724
December 20, 1999
Securities and Exchange Commission
Office of the Chief Accountant
450 5th Street, N.W.
Washington, D.C. 20549
Attention: SECPS Letter File
Mail Stop 9-5
RE: CARVER BANCORP INC.
FILE REF. NO. 0-21487
We were previously the principal accountants for Carver Bancorp, Inc. and, under
the cover of a letter dated June 29, 1999, we reported on the consolidated
financial statements of Carver Bancorp, Inc. and subsidiaries as of and for the
years ended March 31, 1999 and 1998.
On December 16, 1999, we were notified that as of December 14, 1999, our
appointment as principal accountants had been terminated. We have read Carver
Bancorp, Inc.'s statements included under Item 4 of its Form 8-K dated December
20, 1999 and we agree with the comments included therein except for the
following comments, for which we have no basis to agree or disagree:
The first paragraph, first and last sentences: "On Tuesday, December
14, 1999, Carver Bancorp, Inc., a Delaware Corporation and the holding
company for Carver Federal Savings Bank, ("Carver"), engaged KPMG LLP
("KPMG") as its independent auditors for the fiscal year ending March
31, 2000. The decision to change auditors was recommended by Carver's
Audit Committee and approved by Carver's Board of Directors based on a
review by Carver of its accounting and tax service needs for future
operations."
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Securities and Exchange Commission
December 20, 1999
Page 2
The sixth, seventh and eighth paragraphs in their entirety.
Very truly yours,
MITCHELL & TITUS, LLP
By: Michael D. Watson
Partner
MDW:lt
cc: Deborah C. Wright, President & CEO
Carver Bancorp, Inc.
