-----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, DKp1xmeFNcv54XYyjqt40ZyvDD6EfPS6Q2J+ZUBNxUzcNxjOpZnaNswkYhfEns0G wB4OlLaz+T++xLec3roRxw== 0001047469-99-013505.txt : 19990405 0001047469-99-013505.hdr.sgml : 19990405 ACCESSION NUMBER: 0001047469-99-013505 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990402 GROUP MEMBERS: BOSTON BANK OF COMMERCE GROUP MEMBERS: THE BOSTON BANK OF COMMERCE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-48913 FILM NUMBER: 99586955 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: BOSTON BANK OF COMMERCE CENTRAL INDEX KEY: 0001082070 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042764211 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174574400 MAIL ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) CARVER BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 146875 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) MARK L. JOHNSON, ESQ. FOLEY, HOAG & ELIOT LLP ONE POST OFFICE SQUARE BOSTON, MASSACHUSETTS 02109 (617) 832-1134 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 31, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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 on the remainder of the cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). (Continued on following pages) (Page 1 of 6 Pages) SCHEDULE 13D CUSIP NO. 146875 10 9 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON: BBC Capital Market, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3072694 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts NUMBER OF 7 SOLE VOTING POWER: 170,700 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 170,700 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 170,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.38% 14 TYPE OF REPORTING PERSON: CO SCHEDULE 13D CUSIP NO. 146875 10 9 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON: The Boston Bank of Commerce I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-2764211 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Massachusetts NUMBER OF 7 SOLE VOTING POWER: 170,700 SHARES BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 170,700 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 170,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.38% 14 TYPE OF REPORTING PERSON: BK Page 4 of 6 Pages This Amendment No. 2 to Schedule 13D relates to the common stock, par value $.01 per share, of Carver Bancorp, Inc. This Amendment No. 2 supplementally amends the initial statement on Schedule 13D filed by BBC Capital Market, Inc. and The Boston Bank of Commerce with the Securities and Exchange Commission on March 18, 1999 (the "Initial Statement"), as amended by Amendment No. 1 filed with the Securities and Exchange Commission on March 29, 1999. Capitalized terms used but not defined below shall have the meanings ascribed to them in the Initial Statement. The Initial Statement, as previously amended, is supplementally amended as follows: Page 5 of 6 Pages Item 4. Purpose of the Transaction. By a letter dated March 31, 1999 from BBOC to Carver, BBOC submitted a revised proposal to Carver in which newly issued Carver shares would be exchanged for all of the outstanding shares of BBOC. Under the revised proposal, the exchange of shares would be based upon the tangible book values of BBOC and Carver as of the date of closing. A copy of the letter is included as EXHIBIT I to this Amendment No. 2. On March 31, 1999. BBOC issued a press release describing which described the revised proposal. A copy of the press release is included as EXHIBIT 2 to this Amendment No. 2. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information contained in Item 4 of this Amendment No. 1 is incorporated herein by reference. Except as described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Filing Persons, or between either of the Filing Persons and any other person, with respect to any securities of Carver. Page 6 of 6 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. April 2, 1999 BBC CAPITAL MARKET, INC. By: /s/ Kevin Cohee ----------------------------------------------- Kevin Cohee President THE BOSTON BANK OF COMMERCE By: /s/ Kevin Cohee ----------------------------------------------- Kevin Cohee Chairman, President and Chief Executive Officer EX-1 2 EXHIBIT 1 EXHIBIT 1 March 31, 1999 Mr. David R. Jones Chairman of the Board Carver Bancorp, Inc. 75 West 125th Street New York, NY 10027 Dear Mr. Jones: The Boston Bank of Commerce ("BBOC") wishes to make a new proposal to Carver Bancorp, Inc. ("Carver") for consideration by Carver's Board of Directors. We continue to believe a combination of Carver and BBOC is in the best interest of both institutions. Under our new proposal, Carver shares would be exchanged for all outstanding shares of BBOC based upon their respective tangible book values at the time of closing. For example, as of December 31, 1998, Carver's tangible book value was approximately $29.7 million or $13.51 per share. Consequently, our proposed exchange at book value would provide a 54.4% premium to Carver's closing share price on March 29, 1999. As of December 31, 1998, BBOC's tangible book value was approximately $8.3 million or $1.31 per fully diluted common shares. Consequently, BBOC would receive 1 share of Carver for every 10.3 shares of BBOC. We believe our book-to-book proposal represents an attractive exchange as it would provide a substantial premium over market for Carver despite its lack of earnings, while according BBOC a valuation multiple of approximately 7.5 times estimated 1999 earnings. A review of comparable publicly traded banks to BBOC indicates an average multiple to projected earnings of 13.5 and an average price to book multiple of approximately 2.0. BBOC's strong asset quality will provide an additional source of value to Carver's shareholders. On a consolidated basis as of December 31, 1998, our proposal would create an institution with more than $520 million in assets. Our proposal also has the following elements: 1. We view the composition of the Carver Board as critical to Carver's success after the transaction. We hope that some of the current board members would retain their seats after the offering, as we believe board continuity is also an important consideration. At the closing, each of Carver's outside Directors would receive a negotiated compensation package in full and final payment of all funds each might otherwise receive pursuant to Carver's Directors Retirement Plan and Management Recognition Plan. Those plans would be canceled as of the date of closing. Our goal would be to create a directors compensation package based on the performance of Carver's common stock. 2. Carver would retain its name and would be based in New York City. The subsidiary companies, Carver Federal Savings Bank and BBOC, would maintain their local identities and community presence. BBOC's management team, along with selected members of Carver's management team, would operate the resulting institution. Kevin Cohee would be the CEO of Carver and would have his principal office in New York. 3. We would negotiate such other terms and conditions that are customary for transactions of this nature. Such terms and conditions would include, but not be limited to fairness opinions, due diligence provisions and regulatory and shareholder approvals. We recommend Carver's Board of Directors not hire a new CEO with a severance package prior to fully exploring a transaction between Carver and BBOC. We believe that such action would not be in the best interest of Carver shareholders. As one of the largest holders of Carver's stock, BBOC has a keen interest in seeing Carver take aggressive steps to build shareholder value. This proposal will build value. We respectfully request that you contact us by 5:00 P.M. on Monday, April 5, 1999, to arrange a meeting to discuss this proposal. If we do not hear from you by that time, we will conclude that you do not share our interest in seeking to maximize shareholder value and will consider other steps available to us to protect the value of our investment in Carver. Sincerely yours, THE BOSTON BANK OF COMMERCE By: /s/ K COHEE ------------------------------ Kevin Cohee Chairman & CEO EX-2 3 EXHIBIT 2 EXHIBIT 2 IMMEDIATE RELEASE Contact: Robert Patrick Cooper (617) 457-4415 BOSTON BANK OF COMMERCE PRESENTS REVISED PROPOSAL TO CARVER BANCORP AT 56.6% PREMIUM March 31, 1999, Boston, MA - Boston Bank of Commerce (BBoC) announced today it had presented Carver Bancorp, Inc. (Carver) with a revised proposal for a transaction in which Carver shares would be exchanged for all outstanding shares of BBoC. Under the revised proposal, the exchange of shares would be based upon their respective tangible book values at the time of closing. BBoC believes this book-to-book proposal represents an attractive exchange for both entities. For Carver, tangible book value as of December 31, 1998 was approximately $29.7 million or $13.51 per share and thus, the proposal would provide a 56.6% premium over Carver's closing share price yesterday. On a consolidated basis, this transaction would create an institution with more than $525 million in assets. Kevin Cohee, Chairman & CEO of BBoC stated, "We believe our offer is desirable for stockholders of both Carver and BBoC. The premium for Carver shares reflects our commitment to enhance the long term value of Carver stock. Carver's current market price is reflective of its weak financial performance and some uncertainty regarding the quality of its book value. However, we believe in the potential for Carver to overcome its financial challenges with a strong management team. BBoC brings high quality assets, strong earnings, excess reserves and a management team experienced in financial turnarounds - a favorable proposal for Carver shareholders." The revised offer was sent to Carver's Board of Directors on Tuesday, March 30, and requests that representatives of Carver and BBoC meet to discuss the proposed transaction. To date, Carver's representatives have not met with BBoC's representatives to discuss BBoC's continuing proposal to combine the operations of Carver and BBoC. Kevin Cohee states, "I believe we are acting in good faith with all parties. This revised offer shows our commitment to listen to Carver's Board of Directors and shareholders and attempt to accommodate their needs, while maintaining a fair deal for BBoC shareholders. We continue to believe that a combination would strengthen both institutions and benefit the African-American communities of New York and Boston." Boston Bank of Commerce is an African-American owned and managed financial institution with $107 million in assets. Boston Bank of Commerce currently holds over 7% of Carver's outstanding common stock. ### -----END PRIVACY-ENHANCED MESSAGE-----