-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOkX6tYQwJAEClELC2V9lodQOTKovITqyFlx8EBVB+aAPAjTaM8oHUvy8t29/fLZ cJeubHLrbMho1bg4nTyvIw== 0000882377-99-000089.txt : 19990215 0000882377-99-000089.hdr.sgml : 19990215 ACCESSION NUMBER: 0000882377-99-000089 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48913 FILM NUMBER: 99536486 BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 SC 13G 1 CARVER BANCORP, INC. 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, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 146875-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) N/A - -------------------------------------------------------------------------------- Date of Event which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which the Schedule is filed: /X/ Rule 13d-1(b) / / 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). - -------------------------------- ------------------------------------ CUSIP No. 146875-10-9 13G Page 2 of 6 Pages ----------------------- -- -- - -------------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Carver Bancorp, Inc. Employee Stock Ownership Plan IRS # 13-1592005 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Employee benefit plan of Delaware corporation - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING --------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------------------- 8 SHARED DISPOSITIVE POWER 175,707 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,707 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.59% of 2,314,275 shares of Common Stock outstanding as of December 31, 1998 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 6 pages ITEM 1(a) NAME OF ISSUER: Carver Bancorp, Inc. ("Company") ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 75 West 125th Street New York, New York 10027 ITEM 2(a) NAME OF PERSON FILING: Carver Bancorp, Inc. Employee Stock Ownership Plan Committee ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Carver Bancorp, Inc. 75 West 125th Street New York, New York 10027 ITEM 2(c) CITIZENSHIP: Employee benefit plan of Delaware corporation. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common stock, par value $.01 per share ("Common Stock"). ITEM 2(e) CUSIP NUMBER: 146875-10-9 ITEM 3 The person filing is an: (f) /X/ Employee benefit plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. ITEM 4 OWNERSHIP: The following information with respect to the ownership of Common Stock by the Carver Bancorp, Inc. Employee Stock Ownership Plan (the "Plan") is provided as of December 31, 1998. None of the shares set forth below constitute shares the beneficial ownership of which the Plan had the right to acquire within 60 days following such date. Page 4 of 6 pages (A) AMOUNT BENEFICIALLY OWNED. . . . . 175,707 (B) PERCENT OF CLASS . . . . . . . . . . . . 7.59% (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE . . . . . . . . . 0 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE. . . . . . . . . 0 (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 175,707 The Plan was adopted by the Board of Directors of Carver Federal Savings Bank ("Bank"), a wholly-owned subsidiary of the Company, effective as of January 1, 1994, and is intended to be a tax-qualified plan under the Internal Revenue Code of 1986. As a result of the reorganization of the Bank and the establishment of the Company, the shares of the Bank held in the Plan were exchanged for shares of the Company. The Plan is currently administered by a committee appointed by the Company ("Committee"). The Committee currently consists of three officers of the Company and the assets of the Plan are held in a trust ("Trust") for which Marine Midland Bank serves as trustee ("Trustee"). Pursuant to the written plan document governing the Plan ("Plan Document"), each participant in the Plan ("Participant") is entitled to direct the manner in which Common Stock held by the Plan and allocated to his or her account will be voted by the Trustee in all matters on which shareholders of the Company may vote. Any unallocated Common Stock is generally required to be voted by the Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. As of December 31, 1998, Participants had the authority to direct the voting of 88,659 of the 175,707 total shares of Common Stock held by the Plan. Pursuant to the Plan and the Trust agreement, the Committee may direct the Trustee with respect to the general investment of all Trust assets. Page 5 of 6 pages ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Dividends declared on Common Stock held by the Plan which have been allocated to the account of a Participant are allocated to the account of such Participant. Such dividends may be held and invested in the same manner as funds generally held or invested by the Plan which are not invested in Common Stock or distributed to Participants in accordance with and at such time as provided in the Plan Document. Participants may receive, or direct the receipt of, proceeds of the sale of Common Stock held by the Plan and allocated to their accounts to the extent they have become vested in such Common Stock and at such times as provided in the Plan Document. No Participant has the right to receive or the power to direct the receipt of dividends on, or the proceeds of the sale of, more than 5% of the Common Stock issued and outstanding as of the date hereof. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: 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 CERTIFICATION: 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 such 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 6 of 6 pages SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 12, 1999 CARVER BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: The Carver Bancorp, Inc. Employee Stock Ownership Plan Committee By: /s/ Valli Sheppard - Bess ------------------------------- Valli Sheppard-Bess Member By: /s/ Raymond L. Bruce ------------------------------- Raymond L. Bruce Member By: /s/ Walter Bond ------------------------------- Walter Bond Member -----END PRIVACY-ENHANCED MESSAGE-----