-----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, GIKlxDiIKwO5KuJHp1eEdCy0AahSIQVXCWvf2qXZeJwJyhJGEzEErsFOXwQiz3BG Lbw4a6RwC9hQPt6M6Cj2DA== 0000882377-02-000572.txt : 20020809 0000882377-02-000572.hdr.sgml : 20020809 20020809165426 ACCESSION NUMBER: 0000882377-02-000572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020809 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13007 FILM NUMBER: 02725232 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 8-K 1 d8kcarver.txt CARVER BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2002 CARVER BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-21487 13-3904174 -------- ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of 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 1st report) ITEMS 1 THROUGH 4, 6, 8 AND 9. NOT APPLICABLE. ITEM 5. OTHER EVENTS. Carver Bancorp, Inc., a Delaware corporation ("Carver"), announced on August 6, 2002 that its board of directors has approved a program (the "Stock Repurchase Program") to repurchase up to ten percent (10%) of its issued and outstanding shares of common stock, par value $0.01 per share, outstanding as of May 31, 2002, depending on the market conditions, prudent capital management and other factors. Share repurchases under the Stock Repurchase Program will be made from time to time and are expected to be effected through registered broker-dealers on the open market, in block trades and in compliance with all applicable laws and regulations. No timetable has been set for the repurchases. As of May 31, 2002, Carver had 2,316,358 shares of common stock outstanding. Carver will use the repurchased shares to fund its stock-based benefit and compensation plans as well as other purposes the board of directors deems advisable in compliance with applicable law. Forward-Looking Statements Statements made herein concerning the new stock repurchase program are forward-looking statements. Actual results could differ materially due to the following risks and uncertainties: deteriorating economic conditions; market volatility in the securities markets; legislative or regulatory developments; and other risks and uncertainties discussed in Carver's reports filed from time to time with the Securities and Exchange Commission. Carver cautions readers not to place undue reliance on these statements. Carver undertakes no obligation to publicly release or update any of these statements. The press release issued by Carver on August 6, 2002 announcing the Stock Repurchase Program is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this Report: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated August 6, 2002 SIGNATURE 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 ---------------------------------- Deborah C. Wright President and Chief Executive Officer Dated: August 9, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated August 6, 2002 EX-99.1 3 dex99carver.txt ADDITIONAL EXHIBITS EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: David Lilly / Ruth Pachman William Gray Kekst and Company Carver Bancorp, Inc. (212) 521-4800 (212) 876-4747, ext. 174 CARVER BANCORP, INC. APPROVES OPEN MARKET SHARE REPURCHASE PROGRAM NEW YORK, NEW YORK, AUGUST 6, 2002 - Carver Bancorp, Inc. (the "Company" or "Carver") (AMEX: CNY), the holding company for Carver Federal Savings Bank (the "Bank"), announced that the Company has approved a stock repurchase program of its common stock, $0.01 par value per share, which it may implement from time to time. The Company is authorized to repurchase up to 10% of the outstanding shares of its common stock or approximately 231,635 of its outstanding shares. This repurchase program is being instituted primarily because the Company desires to provide a mechanism to fund its obligations under its various benefit and compensation plans but may be used for any other purpose the Board of Directors of the Company deems advisable in compliance with applicable law. In addition, the beneficial impact on return on equity of this repurchase program and the relatively low price-to-book value ratio of its common stock make repurchase of the Company's common stock a desirable investment. The Company intends to conduct its repurchases from stockholders through registered broker-dealers in open market transactions. The Company intends to hold the shares repurchased as treasury shares. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WHICH MAY BE IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE," "EXPECT," "ANTICIPATE," "SHOULD," "PLANNED," "ESTIMATED," AND "POTENTIAL." EXAMPLES OF FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, 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, BUT ARE NOT LIMITED TO, THE COMPANY'S SUCCESS IN IMPLEMENTING ITS INITIATIVES, INCLUDING EXPANDING ITS PRODUCT LINE, ACHIEVING GREATER OPERATING EFFICIENCIES AND ITS NEW BRANCH OPENING, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----