8-K 1 d84734.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): April 23, 2003 CARVER BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-21487 13-3904147 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 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 last report) ================================================================================ ITEMS 1 THROUGH 6 AND 8, 10 AND 11. NOT APPLICABLE. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following exhibits are filed as part of this Report: 99.1 Press release, dated April 23, 2003, which, among other things, highlights the Company's financial results for the quarter and fiscal year ended March 31, 2003. ITEM 9. REGULATION FD DISCLOSURE. (INCLUDING ITEM 12 RESULTS OF OPERATIONS AND FINANCIAL CONDITION) This information is being furnished pursuant to Item 12, "Results of Operations and Financial Condition." This information is being presented under Item 9 as provided in the Commission's interim guidance regarding Form 8-K Item 11 and Item 12 filing requirements (SEC Release No. 33-8216). On April 23, 2003, Carver Bancorp, Inc. issued a press release reporting financial results for the fourth quarter and fiscal year ended March 31, 2003. The full text of the press release is included in this Form 8-K as Exhibit 99.1. The press release provides certain information which may be considered non-GAAP financial measures, including the disclosure of operating earnings, defined as net income before taxes adjusted for net gains from certain asset sales. Management believes the presentation of operating earnings is a meaningful measure of the Company's performance when comparing the results of the fiscal years ended March 31, 2002 and 2003. To accurately compare results of the Company's operations, the Company's tax liability and any gain and/or loss on sales of assets, including branches, securities and auto loans in fiscal 2002, are considered distinct from day-to-day operations of the Company and are therefore excluded for purposes of the definition of operating earnings. The reconciliation of operating earnings to income before income taxes is included with the press release. The information provided pursuant to this Form 8-K shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: April 25, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, dated April 23, 2003, which, among other things, highlights the Company's financial results for the quarter and fiscal year ended March 31, 2003.