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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): April 25, 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
(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)
<PAGE>
ITEMS 1-4, 6, 8 AND 9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On April 25, 2000, Carver Bancorp, Inc. ("Carver"), announced the
ruling of the Chancery Court of Delaware in connection with a partial summary
judgment motion in the action encaptioned BBC CAPITAL MARKET, INC. VS. CARVER
BANCORP, INC. ET AL. Carver's press release, dated April 25, 2000, is attached
hereto as Exhibit 99, and is incorporated herein by reference.
The original action was filed on January 19, 2000 in connection with
Carver's issuance of two series of convertible voting preferred stock to Morgan
Stanley & Co. Inc. and Provender Opportunities Fund, L.P. on January 11, 2000
and the annual meeting of Carver's stockholders for the fiscal year ended March
31, 1999. In part, BBC Capital Market, Inc., the plaintiff in the action and
holder of approximately 7.38% of Carver's outstanding shares (based on publicly
available information), seeks the placement of its two nominees, Kevin Cohee and
Teri Williams, on Carver's Board of Directors and also seeks to rescind the
issuance of the preferred stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99 Press Release, dated April 25, 2000, announcing
ruling
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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: April 26, 2000
[CARVER BANCORP, INC. LOGO] FOR IMMEDIATE RELEASE
Contact: Ruth Pachman Walter T. Bond
David Lilly Carver Bancorp, Inc.
Kekst and Company 212-876-4747 x 146
212-521-4800
CARVER BANCORP, INC. PLANS APPEAL OF DELAWARE COURT RULING
NEW YORK, APRIL 25, 2000 - Carver Bancorp, Inc. (Amex: CNY), the holding company
for Carver Federal Savings Bank, issued the following update today on the status
of litigation in Delaware Chancery Court between Carver and BBC Capital Market,
Inc. ("BBC"), a wholly-owned subsidiary of Boston Bank of Commerce.
On Monday, the Delaware Chancery Court granted BBC's motion for partial summary
judgment, ruling that a proxy purportedly cast by the Federal Home Loan Bank of
Pittsburgh ("FHLBP") relating to certain Carver ESOP shares was invalid and
should not be counted. This ruling, if it becomes final, could result in the
election of BBC's nominees to the Carver board in replacement of the two
directors declared elected at Carver's annual meeting on February 24, 2000. The
Court determined that HSBC Bank USA actually signed and submitted the proxy in
question, but that according to Carver's books and records, it did not appear in
the chain of proxies from the record holder, Cede & Co., nor did it have
authority from FHLBP to submit a proxy on its behalf.
Carver intends to seek the Court's permission to immediately appeal this ruling
to the Delaware Supreme Court. A trial is still scheduled for May 15, 2000 on
remaining issues in the case.
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.
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