-----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, MHhFLndnJl/TPiXLxx97j/U/nkG3OUIpj9XA5d+SwJvdizHJCE1yHNIfAKnwVwzO RtLuKWhKVo7Tfqj2Iub2hg== 0000882377-05-000246.txt : 20050204 0000882377-05-000246.hdr.sgml : 20050204 20050204165122 ACCESSION NUMBER: 0000882377-05-000246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 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: 05577777 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 d306066.txt CARVER BANCORP INC ================================================================================ UNITED STATES 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): February 2, 2005 ----------------------------- CARVER BANCORP, INC. (Exact name of registrant as specified in its charter) -----------------------------
DELAWARE 0-21487 13-3904147 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION INCORPORATION ) NO.)
75 WEST 125TH STREET, NEW YORK, NY 10027-4512 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (212) 876-4747 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEMS 1.01 THROUGH 5.02(A) AND 5.02(C) THROUGH 8. NOT APPLICABLE. ITEM 5.02(B) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. Effective February 2, 2005, Frederick O. Terrell resigned from the registrant's Board of Directors and that of its bank subsidiary in order to focus additional time and attention on his venture capital firm, Provender Capital Group, LLC. Mr. Terrell had been a member of each Board of Directors since 2000 and was elected Chairman that same year. He had been a member of each Board's Executive Committee. Mr. Terrell's retirement was not the result of any disagreement between Carver and Mr. Terrell on any matter relating to Carver's operations, policies or practices. Deborah C. Wright, President and Chief Executive Officer, was elected Chairman of the Board of Directors of Carver and its bank subsidiary. On February 4, 2005, the registrant issued a press release announcing Mr. Terrell's resignation and the election of Ms. Wright as Chairman. The full text of the press release is included in this Current Report on Form 8-K as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) - (b) Not applicable. (c) Exhibits The following Exhibits are filed as part of this report. Exhibit 99.1 Press release dated February 4, 2005, which, among other things, reports the resignation of Frederick O. Terrell from the Board of Directors of the registrant, effective February 2, 2005. 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 & CEO Dated: February 4, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press release dated February 4, 2005, which, among other things, reports the resignation of Frederick O. Terrell from the Board of Directors of the registrant, effective February 2, 2005. EX-99.1 2 d306052.txt PRESS RELEASE [LOGO OF CARVER BANCORP, INC.] FOR IMMEDIATE RELEASE Contact: David Lilly / Kimberly Kriger Kekst and Company (212) 521-4800 DEBORAH C. WRIGHT, CARVER PRESIDENT AND CEO, ELECTED CHAIRMAN OF CARVER BANCORP, INC. --FREDERICK O. TERRELL RESIGNS FROM CARVER BOARD-- NEW YORK, NEW YORK, FEBRUARY 4, 2005 - Carver Bancorp, Inc. (the "Company" or "Carver") (AMEX: CNY), the holding company for Carver Federal Savings Bank (the "Bank"), today announced that Deborah C. Wright, President and CEO of Carver, was elected by the Board of Directors to the additional post of Chairman of the Board at a special meeting held yesterday. Ms. Wright, age 47, has been President and CEO of Carver since June 1999 and a member of the Board since that time. She succeeds Frederick O. Terrell, who has resigned from both his position as Chairman and his role as a board member in order to focus more time and attention on the business of his own firm, Provender Capital Group, LLC. Both changes are effective immediately. The Board said that the election of Ms. Wright to the additional role of Chairman reflects its full appreciation for how much has been accomplished in the last five years under her leadership, and its continued high confidence in Carver's strategy to build growth in the future. "Fred's contribution to Carver has been immeasurable and, on behalf of every member of the Board, we thank him for his years of dedicated service to Carver," said Ms. Wright. "With the benefit of Fred's active guidance and support as Chairman, the Carver team successfully completed a turnaround of the Bank's operations and launched its current growth program, increasing our asset size while improving our asset mix and quality, improving fee income, reducing costs and more than doubling the market value of Carver's stock. In the last eighteen months alone Carver has opened three new, state-of-the-art branches and three new 24/7 ATM Centers, dramatically expanding our footprint to serve our customers and increase our customer base. Importantly, we have built a strong management team that is ready to move the institution forward. We all owe Fred a deep debt of thanks for his work to establish the foundation on which this historic institution is building a bright future." "While I will miss serving Carver with my colleagues on the Board, I am delighted by the dramatic progress the Bank has made through the hard work of everyone at Carver," said Mr. Terrell. After five years of service as Chairman, I leave with a full appreciation for how much has been accomplished in that time and with the highest confidence in Carver's future potential under the continued leadership of its management team. I am particularly proud to have worked closely with Debbie Wright, who has emerged as one of the nation's most respected community bankers. This is a terrific time to be associated with Carver and its growth strategy, and I look forward to remaining a supportive stockholder and retaining my personal equity ownership in the Company." Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Carver Federal Savings Bank, the largest African- and Caribbean-American run bank in the United States, operates eight full-service branches in the New York City boroughs of Brooklyn, Queens and Manhattan. For further information, please visit the Company's website at WWW.CARVERBANK.COM. STATEMENTS CONTAINED IN THIS NEWS RELEASE, WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE," "EXPECT," "ANTICIPATE," "INTEND," "SHOULD," "WILL," "WOULD," "COULD," "MAY," "PLANNED," "ESTIMATED," "POTENTIAL," "OUTLOOK," "PREDICT," "PROJECT" AND SIMILAR TERMS AND PHRASES, INCLUDING REFERENCES TO ASSUMPTIONS. FORWARD-LOOKING STATEMENTS ARE BASED ON VARIOUS ASSUMPTIONS AND ANALYSES MADE BY THE COMPANY IN LIGHT OF MANAGEMENT'S EXPERIENCE AND ITS PERCEPTION OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE DEVELOPMENTS, AS WELL AS OTHER FACTORS BELIEVED TO BE APPROPRIATE UNDER THE CIRCUMSTANCES. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD RESULT IN MATERIAL VARIATIONS INCLUDE, WITHOUT LIMITATION, THE COMPANY'S SUCCESS IN IMPLEMENTING ITS INITIATIVES, INCLUDING EXPANDING ITS PRODUCT LINE, ADDING NEW BRANCHES AND ATM CENTERS, SUCCESSFULLY RE-BRANDING ITS IMAGE AND ACHIEVING GREATER OPERATING EFFICIENCIES; INCREASES IN COMPETITIVE PRESSURE AMONG FINANCIAL INSTITUTIONS OR NON-FINANCIAL INSTITUTIONS; LEGISLATIVE OR REGULATORY CHANGES WHICH MAY ADVERSELY AFFECT THE COMPANY'S BUSINESS OR INCREASE THE COST OF DOING BUSINESS; TECHNOLOGICAL CHANGES WHICH MAY BE MORE DIFFICULT OR EXPENSIVE THAN WE ANTICIPATE; CHANGES IN INTEREST RATES WHICH MAY REDUCE NET INTEREST MARGINS AND NET INTEREST INCOME; CHANGES IN DEPOSIT FLOWS, LOAN DEMAND OR REAL ESTATE VALUES WHICH MAY ADVERSELY AFFECT THE COMPANY'S BUSINESS; CHANGES IN ACCOUNTING PRINCIPLES, POLICIES OR GUIDELINES WHICH MAY CAUSE THE COMPANY'S CONDITION TO BE PERCEIVED DIFFERENTLY; LITIGATION OR OTHER MATTERS BEFORE REGULATORY AGENCIES, WHETHER CURRENTLY EXISTING OR COMMENCING IN THE FUTURE, WHICH MAY DELAY THE OCCURRENCE OR NON-OCCURRENCE OF EVENTS LONGER THAN ANTICIPATED; THE ABILITY OF THE COMPANY TO ORIGINATE AND PURCHASE LOANS WITH ATTRACTIVE TERMS AND ACCEPTABLE CREDIT QUALITY; AND GENERAL ECONOMIC CONDITIONS, EITHER NATIONALLY OR LOCALLY IN SOME OR ALL AREAS IN WHICH THE COMPANY DOES BUSINESS, OR CONDITIONS IN THE SECURITIES MARKETS OR THE BANKING INDUSTRY WHICH COULD AFFECT LIQUIDITY IN THE CAPITAL MARKETS, THE VOLUME OF LOAN ORIGINATION, DEPOSIT FLOWS, REAL ESTATE VALUES, THE LEVELS OF NON-INTEREST INCOME AND THE AMOUNT OF LOAN LOSSES. THE FORWARD-LOOKING STATEMENTS CONTAINED WITHIN HEREIN ARE MADE AS OF THE DATE OF THIS REPORT, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT ACTUAL RESULTS, CHANGES IN ASSUMPTIONS OR CHANGES IN OTHER FACTORS AFFECTING SUCH FORWARD-LOOKING STATEMENTS OR TO UPDATE THE REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. YOU SHOULD CONSIDER THESE RISKS AND UNCERTAINTIES IN EVALUATING FORWARD-LOOKING STATEMENTS AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----