-----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, JYBjgV9dvcjc2RO8gyLo2PRFykgThdFLOgL15J1WLd0axY5Ve39IPkCAP3GWG0de AdM94ZRaeRmvbtn2DNv3BA== 0000882377-99-000643.txt : 19991222 0000882377-99-000643.hdr.sgml : 19991222 ACCESSION NUMBER: 0000882377-99-000643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991214 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991221 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: SEC FILE NUMBER: 001-13007 FILM NUMBER: 99778403 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 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): December 14, 1999 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 (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 3, 6 and 8. Not Applicable. Item 4. Changes in Registrant's Certifying Accountant. On Tuesday, December 14, 1999, Carver Bancorp, Inc., a Delaware corporation and the holding company for Carver Federal Savings Bank, ("Carver"), engaged KPMG LLP ("KPMG") as its independent auditors for the fiscal year ending March 31, 2000. Since November, 1995, Mitchell & Titus LLP ("Mitchell & Titus") has been Carver's independent auditor. The decision to change auditors was recommended by Carver's Audit Committee and was approved by Carver's Board of Directors based on a review by Carver of its accounting and tax service needs for future operations. The reports of Mitchell & Titus on Carver's consolidated financial statements for the fiscal years ended March 31, 1999 and 1998 did not contain an adverse opinion or a disclaimer of opinion, and the reports were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with Carver's audits of consolidated financial statements for each of the two fiscal years ended March 31, 1999 and 1998, there were no disagreements with Mitchell & Titus on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Mitchell & Titus would have caused Mitchell & Titus to make reference to the matter in their report. In connection with the audits of Carver's consolidated financial statements for each of the two fiscal years ended March 31, 1999 and 1998; (a) Mitchell & Titus did not advise Carver that the internal controls necessary for Carver to develop reliable financial statements do not exist; (b) Mitchell & Titus did not advise Carver that information had come to the attention of Mitchell & Titus that had led it to no longer be able to rely on Carver's management representations, or that had made Mitchell & Titus unwilling to be associated with the financial statements prepared by Carver's management; (c) Mitchell & Titus did not advise Carver that Mitchell & Titus would need to expand significantly the scope of its audit, or that information had come to the attention of Mitchell & Titus during such time period that if further investigated may (i) materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those financial statements) or (ii) cause Mitchell & Titus to be unwilling to rely on Carver's management representations or be associated with Carver's consolidated financial statements; and (d) Mitchell & Titus did not advise Carver that information had come to the attention of Mitchell & Titus of the type described in subparagraph (c) above, the issue not being resolved to the satisfaction of Mitchell & Titus prior to its dismissal. The Company has provided Mitchell & Titus with a copy of this report and has requested Mitchell & Titus to furnish Carver with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. Attached as Exhibit 16 to this Form 8-K is a copy of Mitchell & Titus' letter. Effective as of December 14, 1999, Carver has entered into an agreement with KPMG that provides for, among other things, the engagement of KPMG as the independent accounting firm that will audit the financial statements of Carver for the fiscal year ending March 31, 2000 and 2001; During Carver's fiscal years ended March 31, 1999 and 1998 and the subsequent period prior to engaging KPMG, Carver (or anyone on Carver's behalf) did not consult KPMG regarding: (1) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Carver's financial statements; and as such no written report was provided to Carver and no oral advice was provided that the new accountant concluded was an important factor considered by Carver in reaching a decision as to any accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of disagreement or a reportable event. The continued engagement of KPMG is subject to ratification by the shareholders at Carver's forthcoming Annual Meeting to be held on February 24, 2000. Item 5. On November 9, 1999, a shareholder of Carver, BBC Capital Markets, Inc. ("BBC"), filed a suit in the Court of Chancery of Delaware against Carver to require Carver to hold an annual meeting of stockholders. The action is encaptioned BBC Capital Markets, Inc. V. Carver Bancorp, Inc. Carver has scheduled the stockholders meeting for Thursday, February 24, 2000. On December 9, 1999, Carver entered into a stipulation with BBC, which among other things, confirms that Carver will hold its annual meeting of stockholders on February 24, 2000. Pursuant to the stipulation, the action has been dismissed with prejudice. 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 - ----------- ----------- 16 Letter regarding Change in Certifying Accountant 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 ----------------------------------- Deborah C. Wright President & Chief Executive Officer Date: December 20, 1999 EX-16.1 2 LETTER RE: CHANGE OF CERTIFYING ACCOUNTANT VIA FACSIMILE (202) 504-2724 December 20, 1999 Securities and Exchange Commission Office of the Chief Accountant 450 5th Street, N.W. Washington, D.C. 20549 Attention: SECPS Letter File Mail Stop 9-5 RE: CARVER BANCORP INC. FILE REF. NO. 0-21487 We were previously the principal accountants for Carver Bancorp, Inc. and, under the cover of a letter dated June 29, 1999, we reported on the consolidated financial statements of Carver Bancorp, Inc. and subsidiaries as of and for the years ended March 31, 1999 and 1998. On December 16, 1999, we were notified that as of December 14, 1999, our appointment as principal accountants had been terminated. We have read Carver Bancorp, Inc.'s statements included under Item 4 of its Form 8-K dated December 20, 1999 and we agree with the comments included therein except for the following comments, for which we have no basis to agree or disagree: The first paragraph, first and last sentences: "On Tuesday, December 14, 1999, Carver Bancorp, Inc., a Delaware Corporation and the holding company for Carver Federal Savings Bank, ("Carver"), engaged KPMG LLP ("KPMG") as its independent auditors for the fiscal year ending March 31, 2000. The decision to change auditors was recommended by Carver's Audit Committee and approved by Carver's Board of Directors based on a review by Carver of its accounting and tax service needs for future operations." Securities and Exchange Commission December 20, 1999 Page 2 The sixth, seventh and eighth paragraphs in their entirety. Very truly yours, MITCHELL & TITUS, LLP By: Michael D. Watson Partner MDW:lt cc: Deborah C. Wright, President & CEO Carver Bancorp, Inc. -----END PRIVACY-ENHANCED MESSAGE-----