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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 25, 1999
CARVER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21487 13-3904174
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512
(212) 876-4747
(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 1-4, 6. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 25, 1999, Carver Bancorp, Inc. (the "Company"), a Delaware
corporation, the holding company for Carver Federal Savings Bank, a federally
chartered stock savings bank, announced an expected non-recurring third quarter
loss, the termination of the Chief Executive Officer and the appointment of an
Operating Committee. The Company's press release, dated January 25, 1999 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company is also announcing its fiscal 1999 third quarter and
updated nine-month financial results for the period ended December 31, 1998.
The Company reported an after-tax loss for the third quarter of $5.7
million, or $2.59 per share. The third quarter loss includes non-recurring
pre-tax charges of $7.8 million, resulting from previously announced write-offs
and other one-time expenses discussed below. Excluding the non-recurring
expenses, the Company had net income of $173,000 for the third quarter, or $0.08
per share. For the three-month period ending December 31, 1997, the Company
reported earnings of $300,000, or $0.14 per share. The Company reports earnings
on a fiscal year basis ending on March 31, 1999.
For the nine-month period ended December 31, 1998, the Company reported
an after-tax loss of $5.2 million, or $2.37 per share. Excluding the
non-recurring expenses, the Company had net income of $617,000 for the
nine-month period, or $ 0.28 per share. For the nine-month period ended December
31, 1997, the Company reported earnings of $877,000, or $0.40 per share. As of
December 31, 1998, after giving effect to all charges, Carver's book value was
approximately $13.34 per share.
On January 25, 1999 the Company announced it expected to report
non-recurring pre-tax losses for the fiscal third quarter of approximately $5-7
million. The actual non-recurring losses announced on February 9, 1999 reflected
pre-tax charges of approximately $4.1 million in reconciliation adjustments
primarily related to the Company's conversion of its data processing operations
from outside data service providers to an in-house system, approximately $1.2
million in consulting fees related to that conversion, and approximately $2.5
million for a special provision for loan losses, primarily in connection with
the Bank's consumer loan portfolio. During the third quarter, the Company closed
its consumer-lending subsidiary, CFSB Credit Corp., and stepped up its consumer
loan collection efforts.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated January 25, 1999,
announcing an expected non-recurring third
quarter loss, the termination of the Chief
Executive Officer and the appointment of an
Operating Committee.
ITEM 8. NOT APPLICABLE.
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-3-
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/ David R. Jones
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David R. Jones
Chairman of the Board
Date: February 12, 1999
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated January 25, 1999, announcing an
expected non-recurring third quarter loss, the
termination of the Chief Executive Officer and the
appointment of an Operating Committee.
EXHIBIT 99.1
NEW YORK, Jan. 25 -- Carver Bancorp, Inc. ("Carver") (Amex: CNY), the
holding company for Carver Federal Savings Bank (the "Bank"), announced today
that it expects to incur a non-recurring pre-tax loss in the range of
approximately $5.0 million to $7.0 million for the third quarter ended December
31, 1998. On an after tax basis, the loss is expected to fall within the range
of approximately $3.0 million, or $1.35 per share, to $5.0 million, or $2.25 per
share, based on approximately 2,225,000 average shares outstanding. These
expected losses largely result from non-recurring charge-offs related to
Carver's consumer loan portfolio and reconciliation problems associated with
Carver's conversion of its data processing systems from an outside provider to
an in-house system.
After these losses, Carver's stockholder's equity is expected to be in
the range of approximately $31.8 million to $33.8 million. The Bank's regulatory
capital ratios will continue to exceed the capital ratios required by the Office
of Thrift Supervision, the Bank's primary federal regulator, for "well
capitalized" institutions. These expected losses will result in a remaining book
value per share in the range of approximately $13.74 per share to $14.61 per
share.
SEARCH FOR A NEW CEO HAS BEGUN
Carver also announced today that it has commenced a search for a new
President and Chief Executive Officer. This brings to an end the tenure of
Thomas L. Clark, Jr. who was hired by Carver to be its President and Chief
Executive Officer on February 1, 1995.
Carver has engaged the services of Spencer Stuart, a leading national
executive search firm, to aid the Company in hiring a new President and Chief
Executive Officer. Carver expects to conclude the search expeditiously.
OPERATING COMMITTEE WILL RUN CARVER WHILE REPLACEMENT IS SOUGHT
On an interim basis, until a permanent replacement is named, the Board
of Directors has appointed an Operating Committee to manage the day-to-day
affairs of the Company and the Bank and to perform the duties of the President
and Chief Executive Officer. The Committee is composed of members of Carver's
Board and senior executive officers of the Bank. The Operating Committee is
chaired by Pazel G. Jackson, a Carver director and a Senior Vice President in
the Community Development Group of The Chase Manhattan Bank. Three other members
of Carver's Board and several senior executive officers of the Bank have also
been named to serve on the Operating Committee. The members of Carver's Board
serving on the Committee include Linda H. Dunham, a Vice President of TCB
Management, Robert J. Franz, a retired Senior Vice President of Booz-Allen &
Hamilton, Inc. and former head of that firm's Financial Industries Information
Technologies practice and Herman Johnson, a certified public accountant.
CARVER REMAINS STRONG AND IS COMMITTED TO REMAINING INDEPENDENT
David R. Jones, Esq. the Chairman of the Board, stated, "Carver remains
a strong well capitalized institution. In addition, the Board has reaffirmed its
commitment to making Carver an
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institution that maximizes shareholder value, provides superior banking services
to its customers and remaining a strong independent banking institution."
Carver is the holding company for the Bank, a federally chartered stock
savings bank. The Bank operates seven full service branches in the New York City
boroughs of: Brooklyn, Queens, Manhattan, and in Nassau County, New York. The
Bank's deposits are insured by the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation.
This Press Release contains forward-looking statements consisting of
estimates with respect to the financial condition, results of operations and
business of Carver that are subject to various factors which could cause the
actual results to differ materially from these estimates. These factors include,
without limitation, changes in general, economic and market, legislative and
regulatory conditions and the development of an adverse interest rate
environment that adversely affects the interest rate spread or other income
anticipated from Carver's operations and investments.
SOURCE Carver Bancorp, Inc. CONTACT: David R. Jones, Esq. of Carver
Bancorp, Inc., 212-876-4747; or Matt Zachowski of Trimedia, Inc., 212-888-6115,
for Carver Bancorp, Inc./ (CNY)
