SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CARVER BANCORP, INC.
-------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
February 15, 2000
Dear Fellow Shareholder,
YOUR VOTE COUNTS! At this critical time in your Company's history, your
vote will make the difference in the future of Carver and your investment.
At the Annual Meeting on February 24, you and other shareholders will
be electing directors to serve on the Carver board. This is a long-term
commitment that demands qualified, experienced and dedicated individuals who
share Carver's common vision and are committed to making Carver grow and
succeed. Your Company's director nominees--David N. Dinkins and David R.
Jones--share this vision and have guided the changes necessary to make the
vision a reality.
This is no time for candidates such as those proposed by BBOC, Kevin
Cohee and Teri Williams (the "Cohees")--part of a Boston-based group that is
waging a costly and disruptive proxy fight against your Company. Rather, this is
a time to focus on a common vision for the Company's future and to deliver the
value of Carver's franchise to all shareholders. We believe the Cohees would be
a disruptive and divisive element on your Board and that they will not represent
the interests of all shareholders. Your Board unanimously recommends that you
REJECT the Cohees.
We strongly urge you to mark the box entitled "FOR" on the enclosed
WHITE MANAGEMENT PROXY CARD NOW and elect candidates that are here for the
long-term and for you.
YOUR VOTE COUNTS. Keep Carver strong and growing.
DINKINS AND JONES: COMMITTED, QUALIFIED, LEADERS
As we stated in our last letter to you, Carver is in the midst of a
strategic and management turnaround that seeks to position Carver as one of the
strongest, best-performing, customer-centered savings banks in the industry, one
that is both shareholder value- and market-driven. This turnaround is the goal
of the aggressive actions taken by the Board--actions to change management and
put in place a strong, achievable growth strategy.
David Dinkins and David Jones, as members of Carver's board, have been
integral to the formulation and implementation of Carver's turnaround. They,
along with other Board members, made the tough decision to bring effective
change to Carver. THE MARKET HAS RESPONDED TO THESE CHANGES: CARVER'S STOCK HAS
RISEN 52%--from $8.125 on June 1, 1999 to $12.375 on February 4, 2000.
In addition, both men have committed their lives to bettering the
communities Carver serves. They understand the breadth and value of Carver's
unique franchise as a New York City-based institution created by community
leaders to serve African- and Caribbean-American New Yorkers.
These directors have earned the trust of many shareholders, as well as
the customers and communities we serve. That trust must not be taken lightly,
and should be placed only in the hands of those who have the relevant
experience, vision and commitment to Carver's legacy--and to its future. This
trust is the key to expanding Carver's core franchise including increasing
deposits and lending. With a management team in place that can execute, Carver
is now in a position to leverage those relationships on behalf of the Company.
<PAGE>
THE COHEES--YOUR INTERESTS OR SELF-INTEREST?
In letters to you and filings with the SEC, the Cohees make vague
promises about leading Carver. Yet they have not offered you their specific
strategy for value creation. We have!
DON'T BE FOOLED BY THEIR PROMISES OR SCARE TACTICS! CARVER'S SURVIVAL
IS NOT IN QUESTION--IN FACT WE'RE EVEN STRONGER WITH NEW CAPITAL AND HAVE
REPORTED IMPROVED EARNINGS. A CLOSER REVIEW OF THEIR RECORD CONFIRMS THAT IT IS
THE COHEES WHO NEED CARVER--NOT THE OTHER WAY AROUND. WE BELIEVE THE COHEES'
MAIN MOTIVE IS TO GAIN ACCESS TO YOUR MONEY TO FUND THEIR PLANS FOR A NEW
MULTI-STATE BANK--IT IS NOT TO SERVE YOU, OUR NEIGHBORHOODS, OR NEW YORK. IN OUR
VIEW, THE ONLY PEOPLE WHO BENEFIT FROM PUTTING THE COHEES ON CARVER'S BOARD ARE
THE COHEES.
The Cohees' claim that they have turned around two community banks.
Their actual performance raises many questions. Their banking formula is to take
deposits from inner city residents and invest them in the bond market. And
that's exactly what they've done. They launched a credit card and invested in
risky bonds rather than making loans - both of which have produced significant
losses. The value of BBOC's common equity was $425,000 in 1995, the year the
Cohees took over. As of September 30, 1999 it was negative $3.8 million! Is this
the kind of value creation you want for Carver? Is this your vision of
"community banking?"
To date the Cohees have cost you money by initiating a costly proxy
contest and pursuing litigation with questionable claims and outrageous
accusations. They have done so, we believe, to further their attempt to take
your company over--from the inside.
ON THE OTHER HAND, DAVID DINKINS AND DAVID JONES ARE COMMUNITY LEADERS
WHO RECOGNIZED THAT CARVER COULD DO BETTER AND STRONGLY SUPPORT CARVER'S NEW
STRATEGY FOR CREATING SUPERIOR SHAREHOLDER VALUE BY RAISING CARVER'S PRODUCTS
AND SERVICES TO EXCELLENCE. CARVER'S GOAL IS TO TAKE ITS RIGHTFUL PLACE IN THE
FINANCIAL SERVICES COMMUNITY. OUR STRATEGY TO GET THERE EMPHASIZES GROWTH
THROUGH NEW BRANCHES, ATMS, AS WELL AS NEW PRODUCTS AND SERVICES SUCH AS ON-LINE
AND TELEPHONE BANKING, MUTUAL FUNDS, BROKERAGE ACCOUNTS, AND INSURANCE. IN THEIR
MOST RECENT LETTER, THE COHEES SUGGEST THAT WE CONSOLIDATE BRANCHES AND THAT
"THE LAST THING CARVER NEEDS IS GROWTH." YOU DECIDE WHICH STRATEGY IS BEST FOR
YOUR INVESTMENT AND YOUR COMMUNITY.
YOUR VOTE IS IMPORTANT!
We believe the choice is clear--vote for Dinkins and Jones--the Carver
nominees. Please vote your WHITE PROXY CARD today and mail it using the enclosed
envelope, even if you previously have signed and sent in one or more WHITE
cards. Management recommends that you vote "FOR" Proposals 1 and 2 and
recommends that you vote "AGAINST" Proposal 3. Only your latest dated proxy card
will be counted. We are asking you to return a new WHITE card to reconfirm your
vote and help us track the voting as we get closer to the annual meeting.
Thank you for your continued support.
Sincerely,
/s/ Deborah C. Wright
---------------------
Deborah C. Wright
PRESIDENT AND CEO
Carver Bancorp, Inc.
<PAGE>
SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY.
IMPORTANT!
1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD. PLEASE VOTE
EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE VOTED
SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. MANAGEMENT RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1 AND 2 AND
RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 3.
3. WE URGE YOU NOT TO SIGN ANY BLUE PROXY CARD SENT TO YOU BY THE BBOC,
NOT EVEN AS A VOTE OF PROTEST.
4. EVEN IF YOU HAVE SENT A BLUE PROXY CARD TO BBOC, YOU HAVE EVERY LEGAL
RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY, AND VOTE AS
RECOMMENDED BY CARVER BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE
PROXY CARD IN THE ENCLOSED ENVELOPE.
5. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKER, PLEASE DIRECT
THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE WHITE PROXY CARD AS
RECOMMENDED BY MANAGEMENT.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR
PROXY SOLICITOR:
MORROW & CO. AT (800) 662-5200.
<PAGE>
[LOGO OF CARVER BANCORP, INC.] FOR IMMEDIATE
RELEASE
Contact: Ruth Pachman/David Lilly Walter T. Bond
Kekst and Company Carver Bancorp, Inc.
Telephone: (212) 521-4800 Telephone: (212) 876-4747, ext. 146
CARVER WINS MAJOR COURT VICTORY
--DELAWARE COURT AFFIRMS MORGAN STANLEY, PROVENDER CAPITAL GROUP INVESTMENTS--
NEW YORK, FEBRUARY 16, 2000 - Carver Bancorp, Inc. (AMEX: CNY) announced today
that the Court of Chancery of the State of Delaware has ruled in its favor,
finding that the stock it issued to Morgan Stanley Dean Witter & Co. Inc. and
Provender Opportunities Fund, L.P. on January 11, 2000 was validly issued for
purposes of voting at the upcoming Carver Annual Stockholders Meeting. The
Annual Meeting is scheduled to be held on February 24, 2000 at the Schomburg
Center in Harlem.
A lawsuit seeking to enjoin Carver from treating such stock as validly issued
for the purposes of voting had been filed by BBC Capital Market, Inc., a
subsidiary of the Boston Bank of Commerce (BBOC). Kevin Cohee, chief executive
officer of BBOC, and his wife Terri Williams, have launched a proxy fight
against Carver, seeking to win election to the Carver board and unseat current
directors David Jones, Carver's Chairman, and David Dinkins, former Mayor of the
City of New York.
"We are extremely pleased by the court's decision," said Deborah C. Wright,
Carver's President and Chief Executive Officer. "We have made every effort over
the past few weeks to make two things clearly known: First, that the investments
made in Carver by Morgan Stanley and Provender are very positive for the Bank
and are integral to the Bank's business plan to grow and expand its product
offerings for its customers through strategic alliances with larger partners.
Second, we are gratified that our investors, Morgan Stanley and Provender, who
have made substantial investments in Carver, will be allowed to vote their
shares at the Annual Meeting.
"At the same time, we are saddened that Carver's success in securing an historic
investment for New York City -- the first time that Wall Street has invested
capital in an African-American bank - has been overshadowed by expensive, ugly,
and unnecessary litigation pursued by Kevin Cohee and Teri Williams in a
misguided attempt to further their own narrow agenda.
"Carver is eager to move forward now and return all its attention to building
the bank's franchise and delivering shareholder value," Wright concluded.
<PAGE>
2
Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a
federally chartered stock savings bank. Carver Federal Savings Bank operates
seven full service branches in the New York City boroughs of: Brooklyn, Queens,
Manhattan, and in Nassau County, New York. Shareholders, analysts and others
seeking information about Carver are invited to write to: Carver Bancorp, Inc.,
Investor Relations, 75 West 125th Street, New York, New York 10027.
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.
# # #
<PAGE>
[LOGO OF CARVER BANCORP, INC.] FOR IMMEDIATE
RELEASE
Contact: Ruth Pachman Walter T. Bond
David Lilly Carver Bancorp, Inc.
Kekst and Company Telephone: (212) 876-4747, ext. 146
212-521-4800
CARVER BANCORP SENDS SECOND LETTER TO SHAREHOLDERS IN SUPPORT
OF BOARD NOMINEES DAVID DINKINS AND DAVID JONES
--CARVER WINS IN COURT; RAISES QUESTIONS ABOUT BBOC'S RECORD;
URGES SHAREHOLDERS TO VOTE FOR CANDIDATES THAT UNDERSTAND CARVER'S MARKETS
AND STRATEGY BY RE-ELECTING DINKINS AND JONES--
NEW YORK, FEBRUARY 17, 2000 - Carver Bancorp, Inc. (Amex: CNY), the holding
company for Carver Federal Savings Bank, said today that it is sending a second
letter to shareholders in connection with the proxy contest to re-elect two
members of its Board of Directors.
Yesterday, the Court of Chancery of the State of Delaware ruled in Carver's
favor, denying a petition filed by Kevin Cohee and Teri Williams, dissident
Carver shareholders. The Court found that Carver investors Morgan Stanley Dean
Witter & Co. Inc. and Provender Opportunities Fund, L.P. can vote their stock at
the upcoming Carver Annual Stockholders Meeting. The Annual Meeting is scheduled
to be held on February 24, 2000 at the Schomburg Center in Harlem.
The most recent letter sent by Carver to its shareholders regarding the proxy
contest follows:
February 15, 2000
Dear Fellow Shareholder,
YOUR VOTE COUNTS! At this critical time in your Company's history, your
vote will make the difference in the future of Carver and your investment.
At the Annual Meeting on February 24, you and other shareholders will
be electing directors to serve on the Carver board. This is a long-term
commitment that demands qualified, experienced and dedicated individuals who
share Carver's common vision and are committed to making Carver grow and
succeed. Your Company's director nominees--David N. Dinkins and David R.
Jones--share this vision and have guided the changes necessary to make the
vision a reality.
This is no time for candidates such as those proposed by BBOC, Kevin
Cohee and Teri Williams (the "Cohees")--part of a Boston-based group that is
waging a costly and disruptive proxy
<PAGE>
2
fight against your Company. Rather, this is a time to focus on a common vision
for the Company's future and to deliver the value of Carver's franchise to all
shareholders. We believe the Cohees would be a disruptive and divisive element
on your Board and that they will not represent the interests of all
shareholders. Your Board unanimously recommends that you REJECT the Cohees.
We strongly urge you to mark the box entitled "FOR" on the enclosed
WHITE MANAGEMENT PROXY CARD NOW and elect candidates that are here for the
long-term and for you.
YOUR VOTE COUNTS. Keep Carver strong and growing.
DINKINS AND JONES: COMMITTED, QUALIFIED, LEADERS
As we stated in our last letter to you, Carver is in the midst of a
strategic and management turnaround that seeks to position Carver as one of the
strongest, best-performing, customer-centered savings banks in the industry, one
that is both shareholder value- and market-driven. This turnaround is the goal
of the aggressive actions taken by the Board--actions to change management and
put in place a strong, achievable growth strategy.
David Dinkins and David Jones, as members of Carver's board, have been
integral to the formulation and implementation of Carver's turnaround. They,
along with other Board members, made the tough decision to bring effective
change to Carver. THE MARKET HAS RESPONDED TO THESE CHANGES: CARVER'S STOCK HAS
RISEN 52%--from $8.125 on June 1, 1999 to $12.375 on February 4, 2000.
In addition, both men have committed their lives to bettering the
communities Carver serves. They understand the breadth and value of Carver's
unique franchise as a New York City-based institution created by community
leaders to serve African- and Caribbean-American New Yorkers.
These directors have earned the trust of many shareholders, as well as
the customers and communities we serve. That trust must not be taken lightly,
and should be placed only in the hands of those who have the relevant
experience, vision and commitment to Carver's legacy--and to its future. This
trust is the key to expanding Carver's core franchise including increasing
deposits and lending. With a management team in place that can execute, Carver
is now in a position to leverage those relationships on behalf of the Company.
THE COHEES--YOUR INTERESTS OR SELF-INTEREST?
In letters to you and filings with the SEC, the Cohees make vague
promises about leading Carver. Yet they have not offered you their specific
strategy for value creation. We have!
DON'T BE FOOLED BY THEIR PROMISES OR SCARE TACTICS! CARVER'S SURVIVAL
IS NOT IN QUESTION--IN FACT WE'RE EVEN STRONGER WITH NEW CAPITAL AND HAVE
REPORTED IMPROVED EARNINGS. A CLOSER REVIEW OF THEIR RECORD CONFIRMS THAT IT IS
THE COHEES WHO NEED CARVER--NOT THE OTHER WAY AROUND. WE BELIEVE THE COHEES'
MAIN MOTIVE IS TO GAIN ACCESS TO YOUR MONEY TO FUND THEIR
2
<PAGE>
3
PLANS FOR A NEW MULTI-STATE BANK--IT IS NOT TO SERVE YOU, OUR NEIGHBORHOODS, OR
NEW YORK. IN OUR VIEW, THE ONLY PEOPLE WHO BENEFIT FROM PUTTING THE COHEES ON
CARVER'S BOARD ARE THE COHEES.
The Cohees' claim that they have turned around two community banks.
Their actual performance raises many questions. Their banking formula is to take
deposits from inner city residents and invest them in the bond market. And
that's exactly what they've done. They launched a credit card and invested in
risky bonds rather than making loans - both of which have produced significant
losses. The value of BBOC's common equity was $425,000 in 1995, the year the
Cohees took over. As of September 30, 1999 it was negative $3.8 million! Is this
the kind of value creation you want for Carver?
Is this your vision of "community banking?"
To date the Cohees have cost you money by initiating a costly proxy
contest and pursuing litigation with questionable claims and outrageous
accusations. They have done so, we believe, to further their attempt to take
your company over--from the inside.
ON THE OTHER HAND, DAVID DINKINS AND DAVID JONES ARE COMMUNITY LEADERS
WHO RECOGNIZED THAT CARVER COULD DO BETTER AND STRONGLY SUPPORT CARVER'S NEW
STRATEGY FOR CREATING SUPERIOR SHAREHOLDER VALUE BY RAISING CARVER'S PRODUCTS
AND SERVICES TO EXCELLENCE. CARVER'S GOAL IS TO TAKE ITS RIGHTFUL PLACE IN THE
FINANCIAL SERVICES COMMUNITY. OUR STRATEGY TO GET THERE EMPHASIZES GROWTH
THROUGH NEW BRANCHES, ATMS, AS WELL AS NEW PRODUCTS AND SERVICES SUCH AS ON-LINE
AND TELEPHONE BANKING, MUTUAL FUNDS, BROKERAGE ACCOUNTS, AND INSURANCE. IN THEIR
MOST RECENT LETTER, THE COHEES SUGGEST THAT WE CONSOLIDATE BRANCHES AND THAT
"THE LAST THING CARVER NEEDS IS GROWTH." YOU DECIDE WHICH STRATEGY IS BEST FOR
YOUR INVESTMENT AND YOUR COMMUNITY.
YOUR VOTE IS IMPORTANT!
We believe the choice is clear--vote for Dinkins and Jones--the Carver
nominees. Please vote your WHITE PROXY CARD today and mail it using the enclosed
envelope, even if you previously have signed and sent in one or more WHITE
cards. Management recommends that you vote "FOR" Proposals 1 and 2 and
recommends that you vote "AGAINST" Proposal 3. Only your latest dated proxy card
will be counted. We are asking you to return a new WHITE card to reconfirm your
vote and help us track the voting as we get closer to the annual meeting.
Thank you for your continued support.
Sincerely,
Deborah C. Wright
PRESIDENT AND CEO
Carver Bancorp, Inc.
3
<PAGE>
4
SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR
PROXY SOLICITOR:
MORROW & CO. AT (800) 662-5200.
Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a
federally chartered stock savings bank. Carver Federal Savings Bank operates
seven full service branches in the New York City boroughs of: Brooklyn, Queens,
Manhattan, and in Nassau County, New York. Carver Federal's deposits are insured
by the FDIC. Shareholders, analysts and others seeking information about Carver
Bancorp, Inc. are invited to write to: Carver Bancorp, Inc., Investor Relations,
75 West 125th Street, New York, NY 10027.
This news release contains forward-looking statements. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements
which are other than statements of historical facts. These projections are
subject to various factors that could cause actual results to differ materially
from the estimates made in the forward-looking statements. Such factors include
changes in interest rates, changes in the competitive environment for lending
generally and in particular lending in urban communities, the ability of the
Company to successfully implement its business strategy, changes in the value of
real estate in the markets in which the properties securing the Bank's loans are
located, changes in legislative and regulatory conditions, and other risks in
statements filed from time to time with the Securities and Exchange Commission.
All such forward-looking statements, whether written or oral, and whether made
by or on behalf of the Company, are expressly qualified by the cautionary
statements and any other cautionary statements which may accompany the
forward-looking statements. In addition, the Company disclaims any obligation to
update any forward-looking statements to reflect events or circumstances after
the date hereof.
THIS INFORMATION WAS FURNISHED ON BEHALF OF CARVER BANCORP, INC., ITS BOARD OF
DIRECTORS AND MANAGEMENT. PLEASE READ CARVER'S PROXY STATEMENT SINCE IT CONTAINS
IMPORTANT INFORMATION CONCERNING CARVER'S PROXY SOLICITATION AND THE PERSONS
INVOLVED IN THE SOLICITATION. THE PROXY STATEMENT IS PUBLICLY AVAILABLE AND IS
CURRENTLY BEING SENT TO SHAREHOLDERS. YOU CAN READ A COPY OF CARVER'S PROXY
STATEMENT AND ITS OTHER SOLICITING MATERIALS FOR FREE AT THE FOLLOWING WEBSITE:
WWW.SEC.GOV.
# # #
4
