<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
NOVEMBER 9, 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 8 Pages)
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SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON: BBC Capital Markets, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3072694
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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 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts
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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:
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON: 170,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES: [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11): 7.38%
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14 TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP NO. 146875 10 9 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON: The Boston Bank of Commerce
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-2764211
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP: (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts
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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%
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14 TYPE OF REPORTING PERSON: BK
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Page 4 of 8 Pages
This Amendment No. 3 to Schedule 13D relates to the common stock, par value $.01
per share, of Carver Bancorp, Inc. This Amendment No. 3 supplementally amends
the initial statement on Schedule 13D filed by BBC Capital Markets, Inc. and The
Boston Bank of Commerce with the Securities and Exchange Commission on March 18,
1999 (the "Initial Statement"), as amended by Amendment Nos. 1 and 2, filed with
the Securities and Exchange Commission on March 29, 1999 and April 2, 1999,
respectively. 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:
Item 4. Purpose of the Transaction.
On November 9, 1999, BBC Capital Markets, Inc. ("BBCM"), a wholly
owned subsidiary of The Boston Bank of Commerce and the holder of
record of 170,700 shares of the common stock of Carver Bancorp,
filed a complaint in the Court of Chancery of the State of Delaware,
New Castle County, seeking a summary order that would require Carver
to hold a meeting of stockholders immediately. BBCM is seeking such
an order for the following reasons. First, BBCM believes Carver has
violated its Certificate of Incorporation and By-laws by failing to
hold a stockholders meeting in calendar year 1999. Second, BBCM
believes Carver has violated the General Corporation Law of the
State of Delaware by failing to hold a stockholder's meeting within
thirteen months of August 14, 1998, the date of the last annual
meeting of stockholders of Carver. Under Delaware law, any
stockholder may obtain a summary order requiring a corporation to
hold a stockholders' meeting if more than thirteen months have
passed since the last annual stockholders' meeting. Third, the value
of Carver's common stock dropped from $8.625 on August 14, 1999, the
anniversary of the last annual meeting of stockholders, to $7.50 on
November 9, 1999, the date on which BBCM's action was filed. BBCM
believes this diminution in value evidences the failure of the
Carver directors to protect shareholder value. Fourth, BBCM does not
have confidence that Carver's management has put in place a plan
that will protect the value of the Carver franchise. Carver did not
have a President and Chief Executive Officer between January and
June 1999. While Carver announced a "management restructuring"
recently, it has operated without a Chief Financial Officer since
January. Finally, BBCM believes that stockholders of a public
company should have a right to review the performance of directors
through periodic elections. BBCM has nominated for election to
Carver's board of directors two candidates who BBCM believes will
advocate for the rights of Carver's stockholders and will seek to
maximize shareholder value. A copy of the complaint filed by BBCM is
attached at Exhibit 1 hereto.
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.
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Page 5 of 8 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit 1. A copy of the complaint in the action known as BBC
Capital Markets, Inc. v. Carver Bancorp, Inc. filed in
the Court of Chancery of the State of Delaware in and
for New Castle County on November 9, 1999.
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.
November 19, 1999 BBC CAPITAL MARKETS, 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
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
)
BBC CAPITAL MARKETS, INC., )
)
Plaintiff,
) Civil Action No. __________
v. )
)
CARVER BANCORP, INC., a Delaware )
Corporation, )
)
Defendant. )
COMPLAINT
Plaintiff BBC Capital Markets, Inc. ("BBCM"), by its undersigned attorneys,
upon knowledge as to itself and otherwise upon information and belief, alleges
as follows for its complaint against Defendant as follows:
NATURE OF THE ACTION
1. This is an action for equitable relief and for an order pursuant to 8
Del. C. Section 211(c), to require defendants to hold an annual meeting of
stockholders of Carver Bancorp, Inc. ("Carver") for calendar year 1999. Judicial
relief is required because Defendants have deprived BBCM and other stockholders
of Carver of their contractual and statutory right to vote to elect directors of
Carver--all in violation of Carver's statutory obligations, its certificate of
incorporation and by-laws, by failing to give notice, hold a meeting of
stockholders and permit stockholders to elect directors during calendar year
1999.
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PARTIES
2. Plaintiff BBCM is a wholly owned subsidiary of The Boston Bank of
Commerce and is a corporation organized under the laws of the Commonwealth of
Massachusetts, with its principal place of business at 133 Federal Street,
Boston, Massachusetts 02110. BBCM is the record owner of 170,700 shares of the
common stock of Carver, par value $.01 per share (the "Common Stock"). The
Common Stock was purchased in several lots at an average price of $8.45 per
share.
3. Defendant Carver is a Delaware corporation with its principal place of
business at 75 West 125th Street, New York, New York 10027. Carver Common Stock
is publicly traded on the American Stock Exchange.
COUNT I
(Summary Order Pursuant to 8 Del. C. Section 211(c))
4. Plaintiff repeats and realleges each allegation contained in paragraphs
1 through 3 as if each were fully set forth herein.
5. Carver held its last annual stockholders' meeting on August 14, 1998.
More than thirteen months have elapsed since Carver's last annual stockholders'
meeting.
6. On August 14, 1999, the anniversary of the 1998 annual meeting, the
Common Stock was trading at a price of $8.625 per share. As of November 8, 1999,
the trading price of the Common Stock has declined to $7.50 per share.
7. It has been more than thirteen months since the later of the last annual
meeting of stockholders of Carver or the last action by written consent to elect
directors.
8. Under 8 Del. C. Section 211(c), Plaintiff BBCM is entitled to an order
compelling Carver promptly to hold its annual stockholders' meeting.
2
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9. Plaintiff and the other Carver stockholders have no adequate remedy at
law.
WHEREFORE, Plaintiff respectfully requests that this Court summarily enter
an order pursuant to 8 Del. C. Section 211(c):
A. Requiring Carver to convene a 1999 annual meeting of Carver
stockholders for the purpose of electing directors, and for the
conduct of such other business as may be properly brought before the
meeting;
B. Designating the time and place for such meeting, the record date for
determination of stockholders entitled to vote and the form of notice
of such meeting;
C. Compelling Carver to provide its list of stockholders and copies of
all daily transfer sheets showing changes in the records and lists of
holders of shares of Carver's common stock from the date of the list;
D. Awarding Plaintiff its costs and attorneys' fees in this action; and
E. Granting such other and further relief as is just and equitable.
POTTER ANDERSON & CORROON LLP
OF COUNSEL: By: /s/ Stephen C. Norman /s/ Michael D. Goldman
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Michael D. Goldman
FOLEY, HOAG & ELIOT LLP Stephen C. Norman
Charles J. Beard 1313 N. Market Street
Timothy Barouch Hercules Plaza
One Post Office Square P.O. Box 951
Boston, MA 02109 Wilmington, DE 19801
(302) 984-6000
Attorneys for Plaintiff
Dated: November 9, 1999
3
