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): May 22, 2000
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
(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)
<PAGE>
ITEMS 1-4, 6. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On May 22, 2000, Carver Bancorp, Inc. (the "Company") and BBC Capital
Markets, Inc., a subsidiary of The Boston Bank of Commerce ("BBOC"), jointly
announced that they have agreed to settle all outstanding litigation between
them. Under the terms of the Settlement Agreement between the Company and BBOC,
the Company has agreed to appoint Kevin Cohee and Teri Williams to the boards of
directors of the Company and Carver Federal Savings Bank for terms ending on
March 31, 2002. The Company has also agreed to hold its 2000 annual meeting no
later than March 24, 2001. Pursuant to the Settlement Agreement, BBOC agreed to
dismiss its claims against Carver, Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and Provender Opportunities Fund, L.P. ("Provender") seeking the
nullification of preferred shares issued earlier this year to Morgan Stanley and
Provender.
The Company's press release, dated May 22, 2000, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated May 22, 2000, announcing
the settlement of litigation with The Boston
Bank of Commerce.
ITEMS 8 & 9. NOT APPLICABLE.
<PAGE>
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 and Chief Executive Officer
Date: May 22, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated May 22, 2000, announcing the
settlement of litigation with The Boston Bank of Commerce.
Exhibit 99.1
CARVER BANCORP, INC.
FOR IMMEDIATE RELEASE
Contact(s): Ruth Pachman/David Lilly Teri Williams
Kekst and Company Boston Bank of Commerce
(212) 521-4800 (617) 457-4413
CARVER AND BOSTON BANK OF COMMERCE REACH SETTLEMENT
NEW YORK, May 22, 2000 - Carver Bancorp, Inc. (AMEX: CNY) and BBC Capital
Market, Inc., a subsidiary of the Boston Bank of Commerce, jointly announced
today that they have agreed to settle all outstanding litigation between them.
Carver has agreed to appoint Kevin Cohee and Teri Williams to the Carver
Bancorp, Inc. and Carver Federal Savings Bank Boards of Directors for terms
expiring at the annual meeting of stockholders for the fiscal year ending March
31, 2002. Carver has also agreed to hold its 2000 annual meeting no later than
March 24, 2001 and will ensure that a sufficient number of directors are made
eligible for election at that meeting so that the sum of two plus the number of
slots up for election will constitute a majority of the number of directors on
the Carver Board. In addition, the settlement provides for BBC Capital to
receive $475,000 from Carver's insurance carrier toward expenses related to its
lawsuit and proxy contest.
BBC Capital Market has agreed to dismiss its claims against Carver, Morgan
Stanley & Co., Incorporated (Morgan Stanley) and Provender Opportunities Fund,
L.P. (Provender) seeking the nullification of preferred shares issued earlier
this year to Morgan Stanley and Provender.
Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a
federally chartered stock savings bank. Carver Federal Savings Bank, which is
the largest independent African- and Caribbean-American run financial
institution in the U.S., operates six full service branches in the New York City
boroughs of: Brooklyn, Queens and Manhattan.
Boston Bank of Commerce is the first inter-state Black owned and managed bank in
the U.S. with branches in Massachusetts and South Florida. BBC Capital Market,
Inc., a subsidiary of Boston Bank of Commerce, owns 170,000 shares of Carver
Bancorp, representing 7.4% of outstanding common stock.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS CONSISTING OF ESTIMATES
WITH RESPECT TO THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF
THE COMPANY AND THE BANK THAT ARE SUBJECT TO VARIOUS FACTORS WHICH COULD CAUSE
THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE ESTIMATES. THESE FACTORS
INCLUDE, WITHOUT LIMITATION, THE COMPANY'S SUCCESS IN IMPLEMENTING ITS
INITIATIVES, CHANGES IN GENERAL, ECONOMIC AND MARKET, LEGISLATIVE AND REGULATORY
CONDITIONS AND THE DEVELOPMENT OF AN ADVERSE INTEREST RATE ENVIRONMENT THAT
ADVERSELY EFFECTS THE INTEREST RATE SPREAD OR OTHER INCOME ANTICIPATED FROM THE
COMPANY'S OPERATIONS AND INVESTMENTS. THE COMPANY AND THE BANK ASSUME NO
OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT THE ACTUAL
RESULTS, CHANGES IN ASSUMPTIONS OR CHANGES IN OTHER FACTORS AFFECTING SUCH
FORWARD-LOOKING STATEMENTS.
