<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Carver Bancorp, Inc.
-------------------------
(Name of Issuer)
Common Stock, $0.01 par value
---------------------------------
(Title of Class of Securities)
146875109
--------------
(CUSIP Number)
12/31/99
--------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") 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).
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 2 of 9 PAGES
- -------------------- -----------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Donald Leigh Koch
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5 44,400
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7 222,500
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 222,550/1/
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 9.6%/2/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12 IN
- ------------------------------------------------------------------------------
/1/ See Item 4 of this Amendment 1 to Schedule 13G.
/2/ Based upon 2,314,275 shares of Common Stock issued and outstanding as of
December 31, 1999.
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 3 of 9 PAGES
- -------------------- -----------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Koch Asset Management, L.L.C.
43-1746061
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4 Missouri
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5 0
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6 0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7 222,550
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8 0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 222,550
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 9.6%/2/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
12 IA
- ------------------------------------------------------------------------------
/1/ See Item 4 of this Amendment 1 to Schedule 13G.
/2/ Based upon 2,314,275 shares of Common Stock issued and outstanding as of
December 31, 1999.
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 4 of 9 PAGES
- -------------------- -----------------
Item 1. (a) Name of Issuer:
Carver Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices:
75 West 125th Street
New York, New York 10027
Item 2. Donald Leigh Koch
-----------------
(a) Name of Person Filing:
Donald Leigh Koch
(b) Address of Principal Business Offices or, if none, Residence:
1400 Beachwalker Rd--Windsong
Amelia Island, Florida 32034
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number:
146875109
Koch Asset Management, L.L.C.
-----------------------------
(a) Name of Person Filing:
Koch Asset Management, L.L.C.
(b) Address of Principal Business Offices or, if none, Residence:
1293 Mason Road
Town and Country, Missouri 63131
(c) Citizenship:
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 5 of 9 PAGES
- -------------------- -----------------
Missouri
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number:
146875109
Item 3. If this Statement is filed pursuant to (S)240.13d-1(b) or
(S)(S)240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 809-8)
(e) [ X ] An investment adviser in accordance with (S)240.13d-
1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with (S)240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person, in
accordance with (S)240.13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80-a-3)
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
Koch Asset Management, L.L.C. is an investment advisor in accordance
with (S)240.13d-1(b)(1)(ii)(E) and has filed this Amendment 1 to
Schedule 13G pursuant to (S)240.13d-1(b). Donald Leigh Koch has filed
this Amendment 1 to Schedule 13G pursuant to (S)240.13d-1(c).
Item 4. Ownership.
The information in Items 1 and 5-11 on each of the cover pages of this
Amendment 1 to Schedule 13G is hereby incorporated by reference.
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 6 of 9 PAGES
- -------------------- -----------------
- --------------------------------------------------------------------------------
Koch Asset Management, L.L.C. is a registered investment advisor which
furnishes investment advice to individual clients by exercising
trading authority over securities held in accounts on behalf of such
clients (collectively, the "Managed Portfolios"). In its role as an
investment adviser to the Managed Portfolios, Koch Asset Management,
L.L.C. has sole dispositive power over the Managed Portfolios and, as
a result, may be deemed to be the beneficial owner of shares of Carver
Bancorp, Inc. common stock, $0.01 par value (the "Common Stock"), held
by such Managed Portfolios. However, Koch Asset Management, L.L.C.
does not have the right to vote or to receive any dividends from, or
the proceeds from the sale of, the Common Stock held in such Managed
Portfolios and disclaims any ownership associated with such rights.
Donald Leigh Koch owns 100% of Koch Asset Management, L.L.C. and
serves as the sole Managing Member of such company. Mr. Koch is filing
this joint statement with Koch Asset Management, L.L.C. as a result of
his ownership of and position in Koch Asset Management, L.L.C., from
which Mr. Koch may be deemed to have the power to exercise any
dispositive power that Koch Asset Management, L.L.C. may have with
respect to the Common Stock held by the Managed Portfolios. In
addition, Mr. Koch, individually, owns and holds voting power with
respect to Managed Portfolios containing approximately 44,400 shares
of Common Stock, or % of the total number of outstanding shares of
Common Stock (the "Koch Shares"). Other than with respect to the Koch
Shares, all shares reported herein have been acquired by Koch Asset
Management, L.L.C. and Mr. Koch specifically disclaims beneficial
ownership over any shares of Common Stock that he or Koch Asset
Management, L.L.C. may be deemed to beneficially own. Furthermore,
other than with respect to the Koch Shares, Mr. Koch does not have the
right to vote or to receive any dividends from, or the proceeds from
the sale of, the securities held in the Managed Portfolios and
disclaims any ownership associated with such rights.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities being reported,
check the following: [_]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each client of Koch Asset Management, L.L.C. who owns Common Stock in
a Managed Portfolio has the right to receive dividends from, or the
proceeds from the sale of, the Common Stock held in his or her Managed
Portfolio.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 7 of 9 PAGES
- -------------------- -----------------
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
BY KOCH ASSET MANAGEMENT, L.L.C.
--------------------------------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
BY DONALD LEIGH KOCH
--------------------
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 8 of 9 PAGES
- -------------------- -----------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth on this statement is true, complete and correct.
2/15/00
------------------------------------
Date
/s/ Donald Leigh Koch
------------------------------------
Signature
Donald Leigh Koch
------------------------------------
Name/Title
KOCH ASSET MANAGEMENT, L.L.C.
By: Donald Leigh Koch, Managing Member
2/15/00
------------------------------------
Date
/s/ Donald Leigh Koch
------------------------------------
Signature
Donald Leigh Koch, Managing Member
------------------------------------
Name/Title
<PAGE>
- -------------------- -----------------
CUSIP NO. 146875109 PAGE 9 of 9 PAGES
- -------------------- -----------------
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement*
- ---------------------------
* previously filed
