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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 11, 2000
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
(212) 876-4747
(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)
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ITEMS 1-4, 6, 8 AND 9. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On January 11, 2000, Carver Bancorp, Inc. ("Carver"), the holding
company for Carver Federal Savings Bank (the "Bank"), a federally chartered
stock savings bank, sold, pursuant to a Securities Purchase Agreement, dated
January 11, 2000, in a private placement 40,000 shares of Series A Convertible
Preferred Stock (the "Series A Preferred Stock") to Morgan Stanley & Co.
Incorporated ("MSDW") and 60,000 Shares of Series B Convertible Preferred Stock
(the "Series B Preferred Stock") to Provender Opportunities Fund L.P.
("Provender"). In addition, Carver entered into a Registration Rights Agreement,
dated January 11, 2000 with MSDW and Provender. The gross proceeds from the
private placement were $2.5 million.
The Series A Preferred Stock and Series B Preferred Stock (collectively
the "Preferred Stock") accrue annual dividends at $1.97 per share. Dividends are
payable semi-annually commencing on June 15 and December 15 of each year. Each
share of Preferred Stock is convertible at the option of the holder, at any
time, into 2.083 shares of Carver's Common Stock, subject to certain
antidilution adjustments. Carver may redeem the Preferred Stock beginning
January 15, 2004. In the event of any liquidation, dissolution or winding up of
Carver, whether voluntary or involuntary, the holders of the shares of Preferred
Stock shall be entitled to receive $25 per share of Preferred Stock plus all
dividends accrued and unpaid thereon. Each share of Preferred Stock is entitled
to one vote for each share of Common Stock into which the Preferred Stock can be
converted.
Carver's press release, dated January 12, 2000, is attached hereto as
Exhibit 99, and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Designations, Preferences and
Rights of Series A Convertible Preferred Stock
4.2 Certificate of Designations, Preferences and
Rights of Series B Convertible Preferred Stock
99 Press Release, dated January 12, 2000, announcing
the sale of Preferred Stock securities
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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
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Deborah C. Wright
President and Chief Executive Officer
Date: January 14, 2000