SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
CARVER BANCORP, INC.
--------------------
(Name of Registrant as Specified In Its Charter)
N/A
---
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
January 25, 2001
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Carver Bancorp, Inc. ("Carver"), the holding company for Carver Federal
Savings Bank, which will be held on February 27, 2001 at 10:00 a.m., at the
Schomburg Center, 515 Malcolm X Boulevard at 135th Street, New York, New York
(the "Annual Meeting").
The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
Directors and officers of Carver, as well as representatives of KPMG LLP, the
accounting firm appointed by the Board of Directors to be Carver's independent
auditors for the fiscal year ending March 31, 2001, will attend the Annual
Meeting. In addition, management will report on the operations and activities of
Carver, and there will be an opportunity for you to ask questions about Carver's
business.
THE BOARD OF DIRECTORS OF CARVER RECOMMENDS A VOTE "FOR" EACH OF
CARVER'S NOMINEES FOR ELECTION AS DIRECTOR IN PROPOSAL ONE; "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS IN
PROPOSAL TWO; AND "FOR" THE AMENDMENT TO CARVER'S 1995 STOCK OPTION PLAN IN
PROPOSAL THREE TO BE CONSIDERED AT THE ANNUAL MEETING.
PLEASE COMPLETE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY,
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. VOTING BY PROXY WILL NOT PREVENT YOU
FROM VOTING IN PERSON AT THE ANNUAL MEETING BUT WILL ASSURE THAT YOUR VOTE IS
COUNTED IF YOU CANNOT ATTEND.
The Board of Directors, management and employees of Carver appreciate
your support. We hope that you will join us at the Annual Meeting and that your
commitment to Carver will continue as we achieve our goal of building a stronger
and improved Carver -- together.
Sincerely yours,
/s/ Deborah C. Wright
-------------------------------------
Deborah C. Wright
President and Chief Executive Officer
CARVER BANCORP, INC.
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 2001
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NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Carver Bancorp, Inc. ("Carver") for the fiscal year ended March 31, 2000 will be
held on February 27, 2001 at 10:00 a.m., at the Schomburg Center, 515 Malcolm X
Boulevard (also known as Lenox Avenue) at 135th Street, New York, New York (the
"Annual Meeting"). At the Annual Meeting, stockholders will be asked to consider
and vote upon the following matters:
1. To elect three directors, each to serve for a three-year term
expiring at the annual meeting of stockholders for the fiscal
year ending March 31, 2003 and until their respective
successors have been elected and qualified;
2. To ratify the appointment of KPMG LLP as independent auditors
for Carver for the fiscal year ending March 31, 2001; and
3. To approve an Amendment to Carver's 1995 Stock Option Plan.
If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the accompanying proxy
card will vote the shares represented by all properly executed proxies on such
matters using their best judgment. As of the date of the proxy statement,
Carver's management is not aware of any other such business.
Pursuant to the Bylaws of Carver, the Board of Directors has fixed
January 16, 2001 as the record date for determining the stockholders entitled to
notice of and to vote at the Annual Meeting and at any adjournment or
postponement thereof. Only stockholders of Carver as of the close of business on
the record date will be entitled to vote at the Annual Meeting or any
adjournment or postponement thereof. A list of stockholders entitled to vote at
the Annual Meeting will be available at Carver Federal Savings Bank, 75 West
125th Street, New York, New York, for a period of ten days prior to the Annual
Meeting and will also be available at the Annual Meeting.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE IN THE MANNER DESCRIBED
IN THE ATTACHED PROXY STATEMENT.
By Order of the Board of Directors,
/s/ Walter T. Bond
-----------------------------------
Walter T. Bond
Senior Vice President and Secretary
January 25, 2001
CARVER BANCORP, INC.
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512
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PROXY STATEMENT
------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 27, 2001
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GENERAL INFORMATION
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GENERAL
This proxy statement and accompanying proxy card are being furnished to
stockholders of Carver Bancorp, Inc., in connection with the solicitation of
proxies by the Board of Directors of Carver to be used at the annual meeting of
stockholders for the fiscal year ended March 31, 2000 ("fiscal 2000") to be held
on February 27, 2001 at 10:00 a.m., at the Schomburg Center, 515 Malcolm X
Boulevard at 135th Street, New York, New York, and at any adjournment or
postponement thereof (the "Annual Meeting"). The accompanying Notice of Annual
Meeting and this proxy statement are first being mailed to stockholders on or
about January 25, 2001.
Carver, a Delaware corporation, operates as a savings and loan holding
company for Carver Federal Savings Bank. In this proxy statement, we refer to
Carver Bancorp as "Carver" and Carver Federal Savings Bank as "Carver Federal"
or "the Bank."
WHO CAN VOTE
The Board of Directors of Carver has fixed the close of business on
January 16, 2001 as the record date for determining stockholders entitled to
receive notice of and to vote at the Annual Meeting. Only stockholders of record
at the close of business on that date will be entitled to vote at the Annual
Meeting. As of the close of business on January 16, 2001, the outstanding voting
stock of Carver consisted of 2,316,358 shares of common stock, par value $.01
per share (the "Common Stock"), 40,000 shares of Series A Convertible Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"), and 60,000
shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock").
We refer to the Common Stock, Series A Preferred Stock and Series B Preferred
Stock individually or collectively as "Voting Stock." The holders of record of a
majority of the total number of votes eligible to be cast in the election of
directors, represented in person or by proxy at the Annual Meeting will
constitute a quorum for the transaction of business at the Annual Meeting.
HOW MANY VOTES YOU HAVE
Each holder of shares of Common Stock outstanding on January 16, 2001
will be entitled to one vote for each share held of record (other than Excess
Shares, as defined below) upon each matter properly submitted at the Annual
Meeting.
Each holder of Series A Preferred Stock outstanding on January 16, 2001
is entitled to 2.083 votes per share on each matter properly submitted at the
Annual Meeting. Each holder of Series B
Preferred Stock outstanding on January 16, 2001 is entitled to 2.083 votes per
share on each matter properly submitted at the Annual Meeting. The Common Stock,
Series A Preferred Stock and Series B Preferred Stock will vote together as a
single class on all matters to be voted on at the Annual Meeting.
As provided in Carver's Certificate of Incorporation, record holders of
Voting Stock who beneficially own in excess of 10% of the outstanding shares of
Voting Stock ("Excess Shares") shall be entitled to cast only one one-hundredth
of one vote per share for each Excess Share. A person or entity is deemed to
beneficially own shares owned by an affiliate or associate as well as by persons
acting in concert with such person or entity. Carver's Certificate of
Incorporation authorizes the Board of Directors to interpret and apply the
provisions of the Certificate of Incorporation and Bylaws governing Excess
Shares and to determine on the basis of information known to it after reasonable
inquiry all facts necessary to ascertain compliance with the Certificate of
Incorporation, including, without limitation: (1) the number of shares of Voting
Stock beneficially owned by any person or purported owner; (2) whether a person
or purported owner is an affiliate or associate of, or is acting in concert
with, any other person or purported owner; and (3) whether a person or purported
owner has an agreement or understanding with any person or purported owner as to
the voting or disposition of any shares of Voting Stock.
HOW TO VOTE
Unless revoked prior to exercise, all properly executed proxy cards
received by Carver will be voted in accordance with the instructions marked on
the proxy card. IF YOU DO NOT GIVE US ANY INSTRUCTIONS, SIGNED PROXY CARDS WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES FOR ELECTION AS DIRECTORS ("PROPOSAL
ONE"); FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT
AUDITORS FOR CARVER ("PROPOSAL TWO"); AND FOR THE AMENDMENT TO CARVER'S 1995
STOCK OPTION PLAN ("PROPOSAL THREE").
If you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from your stockholder of record to
vote personally at the Annual Meeting.
VOTES REQUIRED
PROPOSAL ONE. Directors are elected by a plurality of votes cast in
person or by proxy at the Annual Meeting. As such, if you do not vote for a
nominee, your vote will not count "for" or "against" the nominee. If you
"withhold authority" for any nominee, your vote will not count "for" or
"against" the nominee, unless you properly submit a new proxy card or vote at
the Annual Meeting. You may not vote your shares cumulatively for the election
of directors.
If your shares are held in "street name," your broker may vote your
shares without receiving instructions from you. Shares that are not voted by a
broker are called "broker non-votes." Shares underlying broker non-votes will
have no effect on the election of directors.
PROPOSAL TWO. The ratification of the appointment of KPMG LLP as
Carver's independent auditors requires the affirmative vote of the holders of a
majority of the number of votes eligible to be cast by the holders of Voting
Stock present, in person or by proxy, and entitled to vote at the
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Annual Meeting. So, if you "abstain" from voting on this proposal, it has the
same effect as if you voted "against" the proposal. Broker non-votes will have
no effect on the outcome of this proposal.
PROPOSAL THREE. The approval of the Amendment to the 1995 Stock Option
Plan ("Option Plan") requires the affirmative vote of the holders of a majority
of the number of votes eligible to be cast by the holders of Voting Stock
present, in person or by proxy, and entitled to vote at the Annual Meeting. So,
if you "abstain" from voting on this proposal, it has the same effect as if you
voted "against" the proposal. Broker non-votes will have no effect on the
outcome of this proposal.
Management is not aware of any matters other than those set forth in
the Notice of Annual Meeting of Stockholders that may be brought before the
Annual Meeting. If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the accompanying proxy
card will vote the shares represented by all properly executed proxies on such
matters using their best judgment.
REVOCABILITY OF PROXIES
If you are a stockholder whose shares are registered in your name, you
may revoke your grant of proxy at any time before it is voted by:
o filing a written revocation of the proxy with Carver's Secretary;
o submitting a signed proxy card bearing a later date; or
o attending and voting in person at the Annual Meeting.
If you are a stockholder whose shares are not registered in your name, you may
revoke your proxy by contacting your bank or broker for revocation instructions.
We are soliciting proxies only for the Annual Meeting. If you grant us a proxy
to vote your shares, the proxy will be exercised only at the Annual Meeting.
SOLICITATION OF PROXIES
In addition to solicitation by mail, certain directors, officers and
employees of Carver may solicit proxies for the Annual Meeting from Carver
stockholders personally or by telephone or telegram without additional
remuneration therefor. Carver will also provide persons, firms, banks and
corporations holding shares in their names or in the names of nominees, which in
either case are beneficially owned by others, proxy material for transmittal to
such beneficial owners and will reimburse such record owners for their expenses
in doing so.
Carver has retained the proxy solicitation firm of Morrow & Co., Inc.
to assist in the solicitation of proxies. Pursuant to Carver's agreement with
Morrow, Morrow will provide various proxy advisory and solicitation services for
Carver at an anticipated cost of $25,000 plus reasonable out-of-pocket expenses.
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SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 15, 2000, certain
information as to shares of Voting Stock beneficially owned by persons owning in
excess of 5% of Carver's outstanding Voting Stock. Carver knows of no person,
except as listed below, who beneficially owned more than 5% of any class of the
outstanding shares of our Voting Stock as of December 15, 2000. Except as
otherwise indicated, the information provided in the following table was
obtained from filings with the Securities and Exchange Commission ("SEC") and
with Carver pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Addresses provided are those listed in the filings as the
address of the person authorized to receive notices and communications. For
purposes of the table below and the table set forth under "Security Ownership of
Management," in accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of these tables, of any shares
of stock (1) over which he or she has or shares, directly or indirectly, voting
or investment power, or (2) of which he or she has the right to acquire
beneficial ownership at any time within 60 days after December 15, 2000. As used
in this proxy statement, "voting power" is the power to vote or direct the
voting of shares, and "investment power" includes the power to dispose or direct
the disposition of shares.
AMOUNT AND PERCENT OF
NATURE OF PERCENT OF COMMON
NAME AND ADDRESS BENEFICIAL CLASS STOCK
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING (1) OUTSTANDING
- ---------------- ---------------------------------- ------------------ ------------------- --------------
Common Stock Koch Asset Management, L.L.C. 222,550(2) 9.61% 9.61%
1293 Mason Road
Town & Country, MO 63131
Common Stock EQSF Advisers, Inc. 218,500(3) 9.43% 9.43%
767 Third Avenue
New York, NY 10017
Common Stock BBC Capital Market, Inc. 170,700(4) 7.37% 7.37%
133 Federal Street
Boston, MA 02110
Common Stock Carver Bancorp, Inc. 166,656(5) 7.19% 7.19%
Employee Stock Ownership Plan
Trust (the "ESOP Trust")
75 West 125th Street
New York, NY 10027
Series A Morgan Stanley & Co. 40,000(6) 100% 3.60%
Preferred Stock Incorporated
1585 Broadway
New York, New York 10036
Series B Provender Opportunities Fund L.P. 60,000(7) 100% 5.40%
Preferred Stock 17 State Street
New York, NY 10004
- ---------------------
(1) On December 15, 2000 there were outstanding 2,316,358, 40,000 and 60,000
shares of Common Stock, Series A Preferred Stock and Series B Preferred
Stock, respectively.
FOOTNOTES CONTINUED ON NEXT PAGE.
4
(2) Based on a Schedule 13G, dated March 7, 2000, as subsequently amended and
filed with the SEC jointly by Koch Asset Management, L.L.C. ("KAM") and
Donald Leigh Koch, the sole Managing Member of KAM. KAM is a registered
investment adviser which furnishes investment advice to individual clients
by exercising trading authority over securities held in accounts on behalf
of such clients (collectively, the "Managed Portfolios"). In its role as an
investment adviser to its clients, KAM has sole dispositive power over the
Managed Portfolios and may be deemed to be the beneficial owner of shares
of Common Stock held by such Managed Portfolios, and Mr. Koch may be deemed
to have the power to exercise any dispositive power that KAM may have with
respect to the Common Stock held by the Managed Portfolios. However, KAM
does not have the right to vote or to receive dividends from, or proceeds
from the sale of the Common Stock held in such Managed Portfolios and
disclaims any ownership associated with such rights. Mr. Koch,
individually, owns and holds voting power with respect to Managed
Portfolios containing approximately 44,400 shares of Common Stock, or an
aggregate of approximately 1.9% of the total number of outstanding shares
of Common Stock (the "Koch Shares"). Other than with respect to the Koch
Shares, all shares reported in the Schedule 13G have been acquired by KAM,
and Mr. Koch disclaims beneficial ownership, voting rights, rights to
dividends, or rights to sale proceeds associated with such shares.
(3) Based on a Schedule 13G, dated February 14, 2000, and filed with the SEC
jointly by EQSF Advisers, Inc. ("EQSF") and Martin J. Whitman, the Chief
Executive Officer and controlling person of EQSF. EQSF beneficially owns
218,500 shares of Common Stock. Mr. Whitman disclaims beneficial ownership
of such stock. Third Avenue Value Fund, Inc., an investment company
registered under the Investment Company Act of 1940, has the right to
receive dividends with respect to, and proceeds from the sale of such
shares. EQSF has sole voting and dispositive power over such shares.
(4) Based on a Schedule 13D, dated January 31, 2000, as subsequently amended
and filed with the SEC jointly by the Boston Bank of Commerce (the "BBOC")
and BBC Capital Markets ("BBC"). Kevin Cohee, the Chairman, President and
Chief Executive Officer of BBOC, and Teri Williams, the Senior Vice
President-Marketing/Human Resources of BBOC, collectively own as joint
tenants 66.6% of the outstanding common stock of BBOC. Mr. Cohee and Ms.
Williams, both of whom are directors of Carver, disclaim beneficial
ownership of the Common Stock owned beneficially by BBOC or BBC Capital.
BBOC and BBC Capital have sole voting and sole dispositive power over all
of the shares of Common Stock shown.
(5) Based on a Schedule 13G, dated February 14, 2000, and filed with the SEC by
the Carver Bancorp, Inc. ESOP Committee (the "Administrative Committee").
The Administrative Committee established to administer the ESOP consists of
officers of the Bank. The ESOP's assets are held in the ESOP Trust, for
which HSBC Bank USA serves as trustee (the "ESOP Trustee"). The
Administrative Committee instructs the ESOP Trustee regarding the
investment of funds contributed to the ESOP. Common Stock purchased by the
ESOP Trust is held in a suspense account and allocated to participants'
accounts annually based on contributions made to the ESOP by the Bank.
Shares released from the suspense account are allocated among participants
in proportion to their compensation, as defined in the ESOP, for the year
the contributions are made, up to the limits permitted under the Internal
Revenue Code ("I.R.C."). The ESOP Trustee must vote all allocated shares
held in the ESOP Trust in accordance with the instructions of participants.
As of December 31, 1999, a total of 101,461 shares had been allocated, but
not distributed, to participants. Under the ESOP, unallocated shares or
shares for which no voting instructions have been received will be voted by
the ESOP Trustee in the same proportion as allocated shares with respect to
which the ESOP Trustee receives instructions.
(6) Morgan Stanley holds 40,000 shares of Carver's Series A Preferred Stock,
which Carver issued on January 11, 1999 through a private placement. The
Series A Preferred Stock accrues annual dividends of $1.96875 per share.
Each share of Series A Preferred Stock was purchased for $25.00 and 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 Series A 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 Series A Preferred
Stock shall be entitled to receive $25 per share of Series A Preferred
Stock plus all dividends accrued and unpaid thereon. Morgan Stanley is
deemed to have beneficial ownership of 83,320 shares or 3.48% of Carver's
Common Stock since it may elect to convert the Series A Preferred Stock at
any time. Pursuant to a Securities Purchase Agreement, dated January 11,
2000, among Morgan Stanley, Provender (as defined below) and Carver, Morgan
Stanley has agreed not to grant any proxies with respect to the Series A
Preferred Stock or any Common Stock of Carver other than as recommended by
Carver's Board of Directors, without first obtaining Carver's prior
consent. FOOTNOTES CONTINUED ON NEXT PAGE.
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(7) Provender holds 60,000 shares of Carver's Series B Preferred Stock, which
Carver issued on January 11, 1999 through a private placement. The Series B
Preferred Stock accrues annual dividends at $1.96875 per share. Each share
of Series B Preferred Stock was purchased for $25.00 and 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
Series B 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 Series B Preferred Stock shall be
entitled to receive $25 per share of Series B Preferred Stock plus all
dividends accrued and unpaid thereon. Provender is deemed to have
beneficial ownership of 124,980 shares or 5.12% of Carver's Common Stock
since it may elect to convert the Series B Preferred Stock at any time.
Pursuant to a Securities Purchase Agreement, dated January 11, 2000, among
Morgan Stanley, Provender and Carver, Provender has agreed not to grant any
proxies with respect to the Series B Preferred Stock or any Common Stock of
Carver other than as recommended by Carver's Board without first obtaining
Carver's prior consent.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information about the shares of Voting
Stock beneficially owned by each director, by each named executive officer
identified in the Summary Compensation Table included in this proxy statement,
and all directors and executive officers of Carver or Carver Federal, as a
group, as of December 15, 2000. Except as otherwise indicated, each person and
each group shown in the table has sole voting and investment power with respect
to the shares of Voting Stock indicated.
AMOUNT AND PERCENT OF
NATURE OF PERCENT OF AMOUNT AND SERIES B
BENEFICIAL COMMON NATURE OF PREFERRED
OWNERSHIP OF STOCK BENEFICIAL STOCK
COMMON OUTSTANDING OWNERSHIP OF OUTSTANDING
NAME TITLE STOCK (1) (2) (3) SERIES B PREFERRED STOCK
- ------------------------------------------------- ------------- ------------ ------------ --------------
Frederick O. Terrell Chairman 124,980(4) 5.40% 60,000(4) 100%
Deborah C. Wright (5) President, Chief 27,500 * -- --
Executive
Officer and Director
Kevin Cohee (6) Director 170,700 7.37% -- --
Robert J. Franz (7) Director 2,700 * -- --
David L. Hinds Director 6,875 * -- --
Robert Holland Jr. Director 6,000 * -- --
Pazel G. Jackson, Jr. Director 1,500 * -- --
Judith Taylor Former Acting Chief of 100 * -- --
Retail Banking
Dennis M. Walcott Director 2,000 * -- --
Teri Williams (6) Director 170,700 * -- --
Strauss Zelnick Director 7,022 * -- --
All directors and executive officers
as a group (8)(9)(10)(11) 493,721 21.31% 60,000 100%
- ------------------
* Less than 1% of outstanding Common Stock.
(1) Includes 20,000, 400 and 400 shares which may be acquired by Ms. Wright and
Messrs. Franz and Jackson, respectively, pursuant to options granted under
the Option Plan.
(2) Excludes 5,000, 600 and 600 shares of restricted stock granted to Ms.
Wright and Messrs. Franz and Jackson, respectively, pursuant to the Carver
Bancorp, Inc. Management Recognition Plan (the "MRP") with respect to which
such individuals have neither voting nor dispositive power.
FOOTNOTES CONTINUED ON NEXT PAGE.
6
(3) Percentages with respect to each person or group of persons have been
calculated on the basis of 2,316,358 shares of Common Stock, the total
number of shares of Common Stock outstanding as of January 16, 2001, plus
the number of shares of Common Stock which such person or group has the
right to acquire within 60 days after January 16, 2001, by the exercise of
stock options.
(4) Includes 60,000 Shares of the Series B Preferred Stock owned by Provender.
Provender is also deemed to have beneficial ownership of the 125,000 shares
of Common Stock into which the Series B Preferred Stock may be converted at
any time. As a Managing General Partner of Provender, Mr. Terrell may be
deemed to beneficially own such securities. Mr. Terrell disclaims
beneficial ownership of such securities.
(5) Ms. Wright was awarded 30,000 options to purchase Shares of Common Stock at
a price per share of $8.125 under the Option Plan, 15,000 of which vested
as of June 1, 1999, 5,000 of which vested on June 1, 2000, and the
remainder of which vest in two equal annual installments of 5,000 beginning
on June 1, 2001. Ms. Wright was also awarded 7,500 shares of restricted
stock under the MRP, 2,500 of which vested on June 1, 2000, and the
remainder will vest in two equal annual installments of 2,500 beginning on
June 1, 2001.
(6) Represents 170,700 Shares of Common Stock owned by BBC, of which Kevin
Cohee and Teri Williams are executive officers and controlling
shareholders.
(7) Robert J. Franz, whose term was also scheduled to expire at the Annual
Meeting, has determined that he will not seek reelection and has resigned
effective December 31, 2000.
(8) Includes 3,224 shares in the aggregate held by the ESOP Trust that have
been allocated as of December 31, 1999 to the individual accounts of
executive officers under the ESOP and as to which an executive officer has
sole voting power for the shares allocated to such person's account, but no
dispositive power, except in limited circumstances. Also includes 65,795
unallocated shares held by the ESOP Trust as to which the Board shares
voting and dispositive power. Each member of the Board disclaims beneficial
ownership of the shares held in the ESOP.
(9) Includes 105 shares in the aggregate attributable to the individual
accounts of executive officers under Carver's 401(k) Plan ("401(k) Plan")
and as to which each executive officer has sole dispositive power for the
shares allocated to such person's account and shared voting power with the
members of the committee established to administer the 401(k) Plan.
(10) Includes 3,140 shares that may be acquired by executive officers pursuant
to options granted under the Option Plan. Also includes 309 shares that may
be acquired by the executive officers pursuant to options. Excludes the 240
shares of restricted stock awarded to the executive officers with respect
to which such executive officers have neither voting nor dispositive power.
(11) Includes 124,980 shares of Common Stock issuable on conversion of the
Series B Preferred Stock held by Provender.
EXECUTIVE OFFICERS AND KEY MANAGERS OF CARVER AND CARVER FEDERAL
Carver has restructured its management team of executive officers and
key managers. Biographical information for Carver's executive officers and key
managers who are not directors is set forth below.
EXECUTIVE OFFICERS
WALTER T. BOND is Senior Vice President, Acting Corporate Secretary and
Special Assistant to the President and Chief Executive Officer. Mr. Bond is also
a member of Carver Federal's Investment Committee. Mr. Bond joined the Bank in
February 1993, as Assistant Vice President, Mortgage Lender. Mr. Bond is a
member of the New York Society of Securities Analyst and the Financial Managers
Society.
JAMES BOYLE is Senior Vice President and Chief Financial Officer, a
position he assumed in January 2000. Mr. Boyle was formerly Senior Vice
President and Chief Financial Officer of Broad National Bank, which was acquired
by Independence Community Bank in 1999. Mr. Boyle also held
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senior level financial positions at National Westminister Bancorp NJ, formerly
First Jersey National Bank. He began his career at Peat Marwick Mitchell and Co.
MARGARET D. PETERSON is Senior Vice President and Chief Administrative
Officer, integrating Human Resources, Information Technology, Facilities, Vendor
Management and other support activities. Ms. Peterson joined Carver Federal in
November 1999. Ms. Peterson came to Carver from Deutsche Bank where she served
as a Compensation Planning Consultant in Corporate Human Resources. Prior to
joining Deutsche Bank, Ms. Peterson was a Vice President and Senior Human
Resources Generalist for Citibank Global Asset Management. Besides her 11 years
in Human Resources, Ms. Peterson has 10 years of systems and technology
experience from various positions held at JP Morgan and Chase Manhattan Bank.
Ms. Peterson earned a B.S. from Pace University, a MBA from Columbia University
as a Citicorp Fellow, and has been designated a Certified Compensation
Professional by the American Compensation Association.
J. KEVIN RYAN is Senior Vice President and Chief Lending Officer. Mr.
Ryan joined Carver Federal in June 2000 and has over 20 years experience in real
estate lending. Prior to joining Carver, Mr. Ryan served as Vice President-Team
Leader for Commercial Real Estate at Greenpoint Mortgage Funding Co., where he
was employed from 1996 to 2000. From 1985 through 1996, Mr. Ryan served as
President of Manhattan Appraisal Co., Inc., a commercial and residential real
estate appraisal company, which he founded in New York City. Mr. Ryan also
served in various positions at Dime Savings Bank of New York from 1977 to 1985,
including Vice President, and as an Adjunct Professor of Management and
Economics at St. John's University from 1981 through 1984. He is a member of the
Queens County Board of Habitat for Humanity. Mr. Ryan received a BBA in
Management from Hofstra University and a MBA in Finance from Fordham University.
DEVON W. WOOLCOCK is Senior Vice President and Chief of Retail Banking.
He is a 12-year veteran of retail banking. He joined Carver from Citibank where
he was a Division Executive Vice President. Most recently, he managed six
branches in Brooklyn and Queens. Mr. Woolcock began his career with Barnett Bank
in Florida, holding positions including Head Teller, Division Operations
Manager, and Branch Manager. He joined Citibank in 1995 where he managed several
South Florida branches, before moving to New York City. Mr. Woolcock attended
college at the University of Houston and Bethune Cookman College.
KEY MANAGERS
BENNETT E. RAGLIN is Vice President and Information Technologies
Director. He joined Carver Federal in March 2000. Mr. Raglin brings 11 years of
technology experience to Carver. He was most recently a Network Consultant for
BMW North America where he performed various functions including change
management, needs analysis, systems installations, and Y2k readiness. Prior to
BMW North America, Mr. Raglin held technical positions of increasing
responsibility with Electronic Data Systems and Computer Enrichment Mr. Raglin
is a Microsoft Certified System Engineer, a Microsoft Certified Trainer, a NYS
Certified Vocational Trainer, and a member of the Project Management Institute.
He holds a B.A. in Economics and Computer Science from Talladega College.
WILLIAM SCHULT is Vice President and Controller. He joined Carver
Federal in September 2000 after five years as an independent consultant. He has
26 years experience in the banking
8
industry beginning in 1974 as Senior Vice President and Controller for the
Nassau Trust Company. In 1983 Mr. Schult became Administrative Vice President at
Norstar Bank of Long Island. He moved to The Dime Savings Bank of New York in
1985 where he was Vice President and Director of Accounting until 1995. Mr.
Schult received a BBA in Accounting from Hofstra University and is a Certified
Public Accountant in the State of New York.
---------------------------------------
PROPOSAL ONE
ELECTION OF DIRECTORS
---------------------------------------
GENERAL
The Certificate of Incorporation of Carver provides that Carver's Board
of Directors shall be divided into three classes, as nearly equal in number as
possible. The directors of each class serve for a term of three years, with one
class elected each year. In all cases, directors serve until their successors
are elected and qualified.
Carver's Board currently consists of ten members. The terms of four
directors expire at the Annual Meeting. Directors Frederick O. Terrell
(Chairman), Robert Holland, Jr. and Dennis M. Walcott, whose terms are expiring,
have been nominated by the Board of Directors to be re-elected at the Annual
Meeting, each to serve for a term of three years and until their respective
successors are elected and qualified. Director Robert J. Franz, whose term was
also scheduled to expire at the Annual Meeting, has determined that he will not
seek reelection and has resigned effective December 31, 2000.
Each nominee has consented to being named in this proxy statement and
to serve if elected. However, if any nominee is unable to serve, the shares
represented by all properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of Directors may
recommend, or the size of the Board of Directors may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.
INFORMATION WITH RESPECT TO NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
of the nominees for election as a director and each director whose term does not
expire at the Annual Meeting ("Continuing Director"). There are no arrangements
or understandings between Carver and any director or nominee pursuant to which
such person was elected or nominated to be a director of Carver. For information
with respect to the ownership of shares of the Common Stock by directors and the
nominees, see "General Information -- Security Ownership of Certain Beneficial
Owners and Management -- Stock Ownership of Management."
9
END OF POSITION HELD WITH CARVER
NAME AGE(1) TERM AND CARVER FEDERAL DIRECTOR SINCE
- ------------------------------------- ------------- --------- ----------------------------- --------------
NOMINEES FOR THREE-YEAR TERM
EXPIRING IN 2003
Frederick O. Terrell 46 2000 Chairman 2000
Robert Holland Jr. 60 2000 Director 2000
Dennis M. Walcott 48 2000 Director 2000
CONTINUING DIRECTORS
David L. Hinds 53 2001 Director 2000
Pazel G. Jackson, Jr. 65 2001 Director 1997
Deborah C. Wright 2001 President, Chief Executive 1999
Officer and Director
Kevin Cohee 43 2002 Director 2000
Teri Williams 42 2002 Director 2000
Strauss Zelnick 42 2002 Director 2000
- --------------------
(1) As of December 15, 2000.
The principal occupation and business experience of each nominee for
election as director, and each Continuing Director is set forth below.
NOMINEES FOR ELECTION AS DIRECTORS
FREDERICK O. TERRELL is currently Managing Partner and Chief Executive
Officer of Provender Capital Group, LLC, a private equity investment firm based
in New York and Los Angeles. Prior to forming Provender in 1997, Mr. Terrell was
a Managing Director and Partner with the international investment banking firm
of Credit Suisse First Boston, beginning his association with the firm in 1983.
In addition to Carver, he is a member of the Boards of Vanguarde Media, Inc., a
major urban publishing and Internet content platform, PacPizza, the nation's
second largest Pizza Hut franchisee, and the Yale School of Management. Mr.
Terrell received his B.A. degree from La Verne College, an M.A. from Occidental
College and his MBA from the Yale School of Management.
ROBERT HOLLAND JR. is Chairman and Chief Executive Officer of Workplace
Integrators, a Southeast Michigan company he acquired in June 1997 and has since
built into one of the largest Steelcase Office Furniture dealerships in the
United States. Mr. Holland is the former President and Chief Executive Officer
of Ben & Jerry's and previously served as the Chairman and Chief Executive
Officer of Rokher-J, Inc., a New York-based holding company participating in
business development projects and providing strategy development assistance to
senior management of major corporations. Prior to these positions, Mr. Holland
was a long-standing partner with McKinsey & Company. Mr. Holland is a member of
the Boards of The MONY Group, AC Nielsen Corporation, Lexmark International,
Inc., Tricon Restaurants, Inc., Trumark, Inc., and Mazaruni Granite Products. He
spent ten years as the Chairman of the Board of Trustees of Spelman College,
where he currently serves as Vice Chairman, and is a member of the Board of the
Harlem Junior Tennis Program and the Executive Board of the Harvard Journal of
African-American Public Policy.
10
DENNIS M. WALCOTT is President and Chief Executive Officer of the New
York Urban League. For the past ten years, he has been head of the New York
Urban League, which is dedicated to advocating for the rights of New York City
residents, particularly in the areas of education, police/community relations
and welfare-to-work initiatives. Mr. Walcott supervises a staff of over 150
employees and 500 volunteers located in 17 sites throughout the five boroughs of
New York City. Mr. Walcott is also responsible for the New York Urban League's
award of grants from the New York City Board of Education to recruit and train
parents to serve on School Leadership Teams and to create welfare-to-work
initiatives including training, counseling and job placement services.
Previously, Mr. Walcott was Executive Director of Harlem Dowling Westside Center
for five years and he was a former citywide appointee to the New York City Board
of Education. Mr. Walcott received a Masters of Social Work from Fordham
University and a Masters of Education from the University of Bridgeport. He
serves on numerous boards including the Independence Bank Foundation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH NOMINEE FOR ELECTION AS DIRECTOR
PLEASE MARK YOUR VOTES ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
CONTINUING DIRECTORS
KEVIN COHEE is currently Chairman and Chief Executive Officer of Boston
Bank of Commerce. Mr. Cohee is also a board member of the Boston Bank of
Commerce. Mr. Cohee has an extensive background as an executive and an
entrepreneur. In 1979, he founded a consulting firm that specialized in the
acquisition of radio and television stations by minorities. By 1988, through a
leverage buyout, Mr. Cohee obtained Military Professional Services, Inc., a
29-year-old company that marketed Visa and Master Card credit cards to military
personnel. Mr. Cohee purchased a majority controlled interest in Boston Bank of
Commerce in 1995. Mr. Cohee holds a B.A. and from the University of Wisconsin
and a J.D. from Harvard Law School.
DAVID L. HINDS is a retired Managing Director of Deutsche Bank who,
during his tenure there, developed an expertise in turnaround management and
process reengineering. During his extensive career at Deutsche Bank and Bankers
Trust, Mr. Hinds led several operating divisions, a start up technology division
and a global marketing and sales organization. Most recently, he was Managing
Director/Partner for Deutsche Bank's Global Cash Management and Trade Finance
Division, where he had profit and loss responsibility for all business
activities including global sales, operations, product management, credit and
technology. Under his leadership, the Division's profit contribution more than
doubled over four years. He is a board member of the SBLI Mutual Life Insurance
Company, Past President of the Executive Leadership Council, Co-Founder of the
Urban Bankers Coalition and Chairman of the NAACP New York Act- So Advisory
Committee.
11
PAZEL G. JACKSON, JR. is a retired Senior Vice President in the
Community Development Group of Chase Manhattan Bank ("Chase"). From 1995 to
2000, Mr. Jackson was responsible at Chase for new business development in
targeted markets throughout the United States. Mr. Jackson was also responsible
for assisting the Chase Manhattan Mortgage Corporation's staff in the
development and implementation of a national low and moderate income outreach
program. Prior to joining Chase, Mr. Jackson served as the Senior Credit Officer
of the Residential Mortgage Division of Chemical Bank. As Senior Credit Officer,
Mr. Jackson was directly responsible for Credit and Risk Management which
included oversight of the following areas: credit policy, underwriting,
appraisals, quality control, portfolio administration, asset recovery
(workouts), post-closing operations and supervision of the Affordable Housing
Unit. Mr. Jackson's previous business experience also includes employment as a
Senior Vice President in charge of Commercial and Residential Lending at The
Bowery Savings Bank. Mr. Jackson joined The Bowery in 1969 and held various
positions at this financial savings institution including, Senior Vice
President, Assistant to the Chairman (1985-1986); Senior Vice President,
Division Head, Real Estate Finance (1981-1985); Senior Vice President, Marketing
Director (1977-1981); and Vice President, Asset Recovery (1973-1977). Mr.
Jackson also served as Assistant Commissioner, New York City Department of
Buildings (1967-1968) and as Chief of Engineering Design for the 1964-1965 New
York World's Fair Corporation (1962-1966).
TERI WILLIAMS is currently employed as a Senior Vice President of
Boston Bank of Commerce. Ms. Williams is also a board member of the Boston Bank
of Commerce. Ms. Williams began her business career over 17 years ago at
American Express TRS Company where she became one of the youngest vice
presidents in the company's history. Ms. Williams is very involved in community
projects including Vice Chairperson of Dimock Community Health Center, Treasurer
of UNICEF/New England and on the Board of Overseers for WGBH (public tv). Ms.
Williams holds a B.A. with distinctions in economics from Brown University and
an MBA with honors from Harvard Graduate School of Business Administration.
DEBORAH C. WRIGHT is currently President and Chief Executive Officer
and a Director of Carver and Carver Federal, positions she assumed on June 1,
1999. Prior to assuming her current positions, Ms. Wright was President & CEO of
the Upper Manhattan Empowerment Zone Development Corporation, a position she
held since May 1996. She previously served as Commissioner of the Department of
Housing Preservation and Development under Mayor Rudolph W. Giuliani from
January 1994 through March 1996. Prior to that appointment, Ms. Wright was named
to the New York City Housing Authority Board, by Mayor David N. Dinkins, which
manages New York City's 189,000 public housing units. She serves on the boards
of the Initiative for a Competitive Inner City, Empire State Development
Corporation, PENCIL, Inc., The Ministers and Missionaries Benefit Board of the
American Baptist Churches, and the New York City Partnership, Inc. Ms. Wright
earned A.B., J.D. and MBA degrees from Harvard University.
STRAUSS ZELNICK is the former President and Chief Executive Officer of
BMG Entertainment, the $4.7 billion music and entertainment unit of Bertelsmann
A.G. Mr. Zelnick resigned from BMG Entertainment effective December 31, 2000.
Mr. Zelnick has spent his career in the entertainment industry and has a broad
background in managing and developing creative organizations, including
businesses in film, television, video and multimedia. Before joining BMG, Mr.
Zelnick was President and Chief Executive Officer of Crystal Dynamics, a leading
producer and distributor of interactive entertainment software. Prior to that,
he worked for four years as President and Chief
12
Operating Officer of 20th Century Fox. He spent three years at Vestron Inc. as a
senior executive, becoming President and Chief Operating Officer. Mr. Zelnick
also served as Vice President, International Television for Columbia Pictures.
Mr. Zelnick's educational board memberships include Wesleyan University and
Pencil Inc. He also serves on the board of several other charitable, corporate
and entertainment organizations. Mr. Zelnick holds a J.D. and an MBA from
Harvard University and a B.A. from Wesleyan University.
BOARD AND COMMITTEE MEETINGS
The Boards of Directors of Carver and of Carver Federal hold regular
monthly meetings and hold special meetings as needed. During fiscal 2000, the
Boards met 12 times. No director attended fewer than 75%, in the aggregate, of
the total number of Board meetings held while he or she was a member of the
Board during fiscal 2000 and the total number of meetings held by committees on
which he or she served during such fiscal year. The nature and composition of
the Executive, Nominating, Compensation and Audit Committees are described
below.
EXECUTIVE COMMITTEE. The Executive Committee is authorized to act as
appropriate between meetings of the Board of Directors. Members of this
committee are Directors Deborah C. Wright (Chairman), Frederick O. Terrell,
David L. Hinds and Pazel G. Jackson, Jr. Robert J. Franz was a member of the
Executive Committee. He has determined that he will not seek reelection and has
resigned effective December 31, 2000. During the period from January 25, 1999 to
June 1, 1999, Carver Federal's Operating Committee assumed certain
responsibilities of the Executive Committee. In this capacity, the Operating
Committee met four times during fiscal 2000. The Executive Committee met one
time during fiscal 2000.
NOMINATING COMMITTEE. The Nominating Committees consist of Directors
Robert Holland, Jr. (Chairman), Pazel G. Jackson, Jr. and Deborah C. Wright. The
Committees met one time during fiscal 2000.
The Nominating Committees of Carver and Carver Federal also met on
December 12, 2000 to nominate directors for election at the Annual Meeting. Only
those nominations made by the Nominating Committees were made in accordance with
Carver and Carver Federal's Bylaws and will be voted upon at the Annual Meeting.
For a description of the proper procedure for stockholder nomination, see
"Additional Information -- Notice of Business to be Conducted at Annual Meeting"
in this proxy statement.
COMPENSATION COMMITTEE. The Compensation Committee consists of
Directors Strauss Zelnick (Chairman), Frederick O. Terrell and Deborah C. Wright
(ex officio). Robert J. Franz was a member of the Compensation Committee. He has
determined that he will not seek reelection and has resigned effective December
31, 2000. The Compensation Committees oversees the development, implementation
and conduct of employment and personnel policies, notices and procedures,
including the administration of the compensation and benefit programs. The
Compensation Committee did not meet during fiscal 2000.
13
AUDIT COMMITTEE. The Audit Committees of Carver and Carver Federal
consist of Directors David L. Hinds (Chairman), Pazel G. Jackson, and Frederick
O. Terrell. Robert J. Franz was a member of the Audit Committees. The Audit
Committees' primary duties and responsibilities are to:
o Monitor the integrity of the financial reporting process and
systems of internal controls regarding finance, accounting and
legal compliance;
o Monitor compliance with legal and regulatory requirements;
o Monitor the independence and performance of the independent
public accountants and internal staff; and
o Provide an avenue of communication among the independent public
accountants, management, the internal auditing staff and the
Board of Directors.
The Audit Committees met 12 times during fiscal 2000.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Board of Directors adopted a written Audit Committee Charter, a
copy of which is included as Appendix A to this proxy statement. All members of
the Audit Committee are independent as defined in Section 121(A) of the American
Stock Exchange's listing standards.
The Audit Committee received the required written disclosures and
letter from KPMG LLP, Carver's independent accountants required by Independence
Standards Board Standard No. 1 and has discussed with KPMG LLP its independence.
The Audit Committee reviewed and discussed with the Company's management and
KPMG LLP the audited financial statements of the Company contained in the
Company's fiscal 2000 Annual Report on Form 10-K. The Audit Committee has also
discussed with KPMG LLP the matters required to be discussed pursuant to the
Codified Statements on Auditing Standards (SAS 61).
Based on its review and discussions described in the immediately
preceding paragraph, the Audit Committee recommended to the Board of Directors
that the audited financial statements included in the Company's fiscal 2000
Annual Report on Form 10-K be included in that report.
AUDIT COMMITTEE
David L. Hinds (Chairman)
Robert J. Franz
Pazel G. Jackson, Jr.
Frederick O. Terrell
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Carver Federal's directors, other than the Chief
Executive Officer, receive $600 per meeting attended of Carver Federal's Board
of Directors, except that the Chairman receives a fee of $850 per meeting. In
addition, the Chairman of the Board receives a quarterly retainer fee of $1,000.
Fees for executive committee meetings are $700 per meeting and $475 for all
other committee meetings. Ms. Wright does not receive fees for her attendance at
meetings of either
14
Carver's or Carver Federal's Board of Directors or their respective committees.
Directors of Carver Federal also serve as directors of Carver, but do not
receive additional fees for service as directors of Carver. Directors may opt to
receive their fees in cash, stock or stock options.
OPTION PLAN. Carver maintains the Option Plan for the benefit of its
directors and certain key employees. Under the Option Plan, each outside
director who was a director on the effective date of the Option Plan was granted
options to purchase 6,943 shares of Common Stock. Such options were granted on
September 12, 1995 at an exercise price of $10.38 per share. Any individual who
becomes an outside director following the effective date of the Option Plan will
be granted options to purchase 1,000 shares of Common Stock with an exercise
price equal to the fair market value of a share of Common Stock on the date of
the grant. Options granted under the Option Plan generally vest in five equal
annual installments commencing on the first anniversary of the effective date of
the grant, provided the recipient is still a director of Carver or Carver
Federal on such date. In September, 1997, the Option Plan was amended to provide
the Compensation Committee with discretion to grant stock options that will vest
and become exercisable pursuant to a vesting schedule that differs from the
Option Plan's standard five-year schedule. The Option Plan continues to provide
that upon the death or disability of an option holder, all options previously
granted to such individual will automatically become exercisable.
MANAGEMENT RECOGNITION PLAN. Carver maintains the MRP for the benefit
of its directors and certain key employees. Under the MRP, each outside director
who was a director on the effective date of the MRP received an automatic grant
of 3,471 shares of restricted stock. Any individual who becomes an outside
director following the effective date of the MRP will be granted 1,000 shares of
restricted stock. Awards granted under the MRP will generally vest in five equal
annual installments commencing on the first anniversary date of the award,
provided the recipient is still a director of Carver or Carver Federal on such
date. Awards will become 100% vested upon termination of service due to death or
disability. When shares become vested and are distributed, the recipients will
receive an amount equal to any accrued dividends with respect thereto. The MRP
was also amended in September, 1997, to permit the Compensation Committee, in
its discretion, to grant restricted stock awards with vesting schedules that
differ from the MRP's standard five-year schedule.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
THE REPORT OF THE COMPENSATION COMMITTEE OF CARVER (THE "COMPENSATION
COMMITTEE") AND THE PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY
STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 ("SECURITIES ACT") OR
THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT CARVER SPECIFICALLY INCORPORATES
THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED TO BE FILED
UNDER THE SECURITIES ACT OR THE EXCHANGE ACT.
The Compensation Committee is responsible for establishing the policies
which govern employee compensation and stock ownership programs. The
Compensation Committee annually reviews and makes recommendations to the Board
of Directors regarding the compensation of Carver's executive officers,
including the compensation of the Chief Executive Officer ("CEO") of
15
Carver and Carver Federal. The CEO, who serves as an ex officio member of the
Compensation Committee, does not participate in decisions affecting her
compensation. The overall compensation structure of Carver is aimed at
establishing a total compensation package that both rewards strong individual
and Carver Federal performance and remains competitive with compensation levels
at similar institutions.
Base salary levels for executive officers and key managers are
designed to be competitive with cash compensation levels paid to executives at
banking and thrift institutions of comparable size. Benefit plans, consisting of
a 401(k) Plan, ESOP and group insurance coverages, are designed to provide for
the health and welfare of all employees, including the executives, and their
families, as well as for their long-term financial and retirement needs.
Long-term incentives are provided executive officers in the form of
stock option and restricted stock awards under the Option Plan and the MRP.
These plans are designed to provide incentives for longer-term positive
performance of the executive officers and to align their financial interests to
those of Carver's shareholders by providing executives the opportunity to
participate in the appreciation of Carver's Common Stock that may occur after
the date of grant of such awards or options. In addition to the Option Plan and
MRP, Carver provides stock benefits to its employees, including its executive
officers, through the ESOP. Pursuant to the ESOP, each of Carver's executive
officers has an individual account within the ESOP Trust which is invested
primarily in employer securities, with the result that a portion of each
executive officer's long-term retirement savings is tied to the performance of
Carver.
The Compensation Committee reviews and updates Carver Federal's
compensation program on an ongoing basis in order to continue to offer a total
compensation package that provides incentive for strong individual performance
and performance of Carver Federal and is competitive with comparable banking
institutions. In this regard, the Compensation Committee has engaged the
services of a nationally recognized compensation consultant to review Carver's
executive pay practices to ensure that executive salaries and equity award
levels remain competitive with Carver's market for executive talent.
CHIEF EXECUTIVE OFFICER. Carver's CEO, Deborah C. Wright, was hired as
of June 1, 1999 following an extensive search for a highly qualified executive
to lead Carver into the 21st century.
The terms of Ms. Wright's employment and compensation are set forth in
employment agreements between Ms. Wright and Carver and Carver Federal. In
setting the base salary and equity awards provided under the employment
agreements, the compensation consultant retained by the Committee prepared a
survey of CEO compensation practices at peer institutions. The compensation
levels provided to Ms. Wright under the employment agreements represent levels
approximately at the median of the peer group survey.
16
Ms. Wright was awarded an annual bonus for fiscal 2000 of $44,650. The
Compensation Committee determined this amount based on a review of Ms. Wright
and Carver Federal's performance for the fiscal year versus objective criteria
set by the Compensation Committee in three critical areas: institutional
restructuring; strategic initiatives; and financial performance. The
Compensation Committee also reviewed a report prepared by its compensation
consultant regarding competitive levels of annual CEO bonuses in determining the
amount of Ms. Wright's bonus.
COMPENSATION COMMITTEE
Strauss Zelnick (Chairman)
Frederick O. Terrell
Robert J. Franz
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, the Compensation Committee consisted of Directors
Strauss Zelnick (Chairman), Robert J. Franz and Frederick O. Terrell. During
fiscal 2000, there were no interlocks, as defined under the SEC's rules and
regulations, between members of the Compensation Committee or executive officers
of the Company, and corporate affiliates of members of the Compensation
Committee or otherwise.
17
PERFORMANCE GRAPH
Pursuant to the regulations of the SEC, set forth below is a line graph
comparing the cumulative total return of the Common Stock with that of the
American Stock Exchange ("AMEX") and the AMEX Stocks-Savings Institutions index
for the period from October 25, 1994, the date that Carver Federal became a
public company, through March 31, 2000. The Common Stock began trading on AMEX
on May 21, 1997 under the symbol "CNY." On October 17, 1996, Carver became the
holding company for Carver Federal pursuant to the reorganization of Carver
Federal and each share of Carver Federal's common stock was exchanged for one
share of Common Stock. At that time, Carver replaced Carver Federal as the
issuer listed by The Nasdaq Stock Market trading under the symbol "CARV."
Accordingly, through October 17, 1996, the graphs below represent the
performance of Carver Federal's common stock, and not the performance of
Carver's Common Stock.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG CARVER BANCORP, INC., AMEX AND AMEX STOCKS - SAVINGS INSTITUTIONS
[GRAPHIC OMITTED]
LEGEND
Symbol CRSP Total Returns Index for: 03/1995 03/1996 03/1997 03/1998 03/1999 03/2000
------ ----------------------------- ------- ------- ------- ------- ------- -------
[GRAPHIC OMITTED] Carver Bancorp, Inc. 100.0 $127.3 $140.0 $215.9 $127.5 $128.0
[GRAPHIC OMITTED] AMEX Stock Market (US 100.0 122.6 120.4 168.0 167.0 236.8
Companies)
[GRAPHIC OMITTED] AMEX Stocks (SIC 6030-6039 100.0 177.6 216.7 306.8 222.6 177.8
US Companies)
Savings Institutions
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 03/31/1995.
Prepared by CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago.
18
SUMMARY COMPENSATION TABLE
The following table sets forth cash and noncash compensation for the
fiscal 2000, awarded to or earned by Carver's Chief Executive Officer and by
each other executive officer whose compensation exceeded $100,000 for services
rendered in all capacities to Carver and Carver Federal during the fiscal 2000
("Named Executive Officers"). No other officers received total compensation in
excess of $100,000 in the fiscal 2000.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS($) COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITIONS YEAR ($) (2) ($)(3) ($)(4) (#) ($) ($)
--------- ---- --- --- ------ ------ --- --- ---
Deborah C. Wright(1) 2000 201,558 44,650 -- 60,937.50 30,000 -- --
President and Chief
Executive Officer
Judith Taylor 2000 106,309 -- -- -- -- -- --
Former Acting Senior
Vice President and
Chief of Retail
Banking
- ----------------------
(1) Information is provided for fiscal 2000 only, as Ms. Wright and Ms.
Taylor were not providing services to Carver in the fiscal years ended
March 31, 1999 and 1998.
(2) Ms. Wright's bonus for fiscal 2000 was not included in Carver's Form 10-K
for fiscal 2000, because her bonus was not determined until December
2000.
(3) Does not include perquisites and other personal benefits the value of
which did not exceed the lesser of $50,000 or 10% of salary and bonus.
(4) Pursuant to her employment agreement, an award of 7,500 shares of
restricted stock was made to Ms. Wright as of June 1, 1999, which vest in
equal installments over a three-year period. The dollar amount in the
table for this award is based on the closing price of $8.125 per share of
Common Stock on June 1, 1999, the award date, as reported on AMEX. When
shares become vested and are distributed, the recipient also receives an
amount equal to accumulated dividends and earnings thereon, if any.
EMPLOYMENT AGREEMENT
As of June 1, 1999, both Carver and Carver Federal entered into
employment agreements to secure the services of Deborah C. Wright as President
and Chief Executive Officer. The employment agreement with Carver is intended to
set forth the aggregate compensation and benefits payable to Ms. Wright for all
services rendered to Carver and any of its subsidiaries, including Carver
Federal, and to the extent that payments under Carver's employment agreement and
the Bank's employment agreement are duplicative, payments due under Carver's
employment agreement would be offset by amounts actually paid by the Bank for
services rendered to it. Both employment agreements provide for an initial term
of three years beginning June 1, 1999. Prior to the second anniversary date of
the
19
agreements, and each anniversary date thereafter, the term of the agreements may
be extended an additional year after a review by the Board of Carver and the
Bank of Ms. Wright's performance.
The employment agreements provide for an annual base salary of $235,000
which will be reviewed annually by the Board. Under the agreements, as of June
1, 1999, Ms. Wright is entitled to a restricted stock award of 7,500 shares of
Common Stock, which will vest in equal installments over a three year period,
and the grant of an option to purchase 30,000 shares of Common Stock, 50% of
which is immediately exercisable and 50% of which will become exercisable in
equal installments over a three year period. In addition, the employment
agreements provide for an annual incentive payment based on the achievement of
certain performance goals, future grant of stock awards, a supplemental
retirement benefit, additional life insurance protection and participation in
the various employee benefit plans maintained by Carver and the Bank from time
to time. The agreements also provide customary corporate indemnification and
errors and omissions insurance coverage throughout the term of the agreements
and for six years thereafter.
The Bank or Carver may terminate Ms. Wright's employment at any time for
cause as defined in the employment agreements. In the event that Carver or the
Bank terminates Ms. Wright's employment for reasons other than for cause, she
would be entitled to a severance benefit equal in value to the cash
compensation, retirement and other fringe benefits she would have earned had she
remained employed for the remaining term of the agreements. The same severance
benefits would be available if Ms. Wright resigns during the term of the
employment agreements following a loss of title, office or membership on the
Board; a material reduction in her duties, functions or responsibilities;
involuntary relocation of her principal place of employment by over 30 miles
from its location as of June 1, 1999; other material breaches of contract by
Carver or the Bank that is not cured within 30 days; or in certain
circumstances, a change in control. In the event of a change in control, the
remaining term of Ms. Wright's agreement with Carver at any point in time will
be three years unless written notice of non-renewal is given by the Board or Ms.
Wright.
A portion of the severance benefits payable to Ms. Wright under the
employment agreements in the event of a change in control might constitute
"excess parachute payments" under current federal tax laws. Federal tax laws
impose a 20% excise tax, payable by the executive, on excess parachute payments.
In the event that any amounts paid to Ms. Wright following a change of control
would constitute "excess parachute payments," the employment agreement with
Carver provides that she will be indemnified for any excise taxes imposed due to
such excess parachute payments, and any additional income and employment taxes
imposed as a result of such indemnification of excise taxes. Any excess
parachute payments and indemnification amounts paid will not be deductible
compensation expenses for Carver or the Bank.
PENSION PLAN
Carver Federal maintains a non-contributory, tax-qualified defined
benefit plan (the "Pension Plan"). However, the Pension Plan was amended as of
December 31, 2000 to cease the future accrual of benefits thereunder. Through
fiscal 2000, no Named Executive Officer had accrued a benefit under the Pension
Plan.
20
MANAGEMENT RECOGNITION PLAN
The MRP provides for automatic grants of restricted stock to certain
employees as of the effective date of the MRP. In addition, the MRP provides for
additional discretionary grants of restricted stock to those employees selected
by the committee established to administer the MRP. Awards generally vest in
three to five equal annual installments commencing on the first anniversary date
of the award, provided the recipient is still an employee of Carver or Carver
Federal on such date. Awards will become 100% vested upon termination of service
due to death or disability or upon a change of control. When shares become
vested and are distributed, the recipients will receive an amount equal to any
accrued dividends with respect thereto.
OPTION PLAN
The Option Plan provides for automatic option grants to certain employees
as of the effective date of the Option Plan. In addition, the Option Plan
provides for additional discretionary option grants to those employees selected
by the committee established to administer the Option Plan with an exercise
price equal to the fair market value of a share of Common Stock on the date of
the grant. Options granted under the Option Plan generally vest in three to five
equal annual installments commencing on the first anniversary of the effective
date of the grant, provided the recipient is still an employee of Carver or
Carver Federal on such date. Upon death, disability or a change of control, all
options previously granted automatically become exercisable.
The following table provides certain information with respect to the options and
SARs granted to Ms. Wright and Ms. Taylor during fiscal 2000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
NUMBER OF PERCENT OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS/ ASSUMED ANNUAL RATES OF STOCK
UNDERLYING SARS GRANTED EXERCISE OF PRICE APPRECIATION FOR OPTION
OPTION/SARS TO EMPLOYEES BASE PRICE TERM
NAME GRANTED (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE 5%($) 10%($)
---- ----------- -------------- ------ --------------- ----- ------
Deborah C. Wright(1) 30,000 100% $8.125 6/01/09 153,243 388,475
Judith Taylor -- -- -- -- -- --
- ---------------------
(1) Pursuant to the terms of Ms. Wright's employment agreement, options for
15,000 shares were immediately exercisable upon grant. Options for the
remaining 15,000 shares under the award become exercisable in three
equal annual installments commencing as of the first anniversary of the
date of grant and on each of the next two anniversary dates thereof,
provided Ms. Wright remains in employment as of the applicable
anniversary date.
21
The following table provides certain information with respect to the
number of shares of Common Stock acquired through the exercise of, or
represented by, outstanding stock options held by the Named Executive Officers
on March 31, 2000. Also reported is the value for any "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing stock options and the fiscal year-end price of Common Stock, which was
$8.75 per share.
FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
ACQUIRED ON REALIZED ON YEAR-END YEAR-END
EXERCISE EXERCISE (#) $
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- --- --- ------------------------- -------------------------
Deborah C. Wright -- -- 15,000/15,000 9,375/9,375
Judith Taylor -- -- -- --
TRANSACTIONS WITH CERTAIN RELATED PERSONS
Applicable law requires that all loans or extensions of credit to
executive officers and directors must be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and must not involve more than
the normal risk of repayment or present other unfavorable features. Carver
Federal offers loans to its directors, officers and employees, which loans are
made in the ordinary course of business, and are not made with more favorable
terms nor do they involve more than the normal risk of collectibility or present
unfavorable features. Furthermore, loans above the greater of $25,000 or 5% of
Carver Federal's capital and surplus (up to $500,000) to Carver Federal's
directors and executive officers must be approved in advance by a disinterested
majority of Carver Federal's Board of Directors.
On January 11, 2000, Carver sold 60,000 shares of its Series B
Preferred Stock to Provender at $25 per share in a private placement. Director
Frederick Terrell is Managing General Partner of Provender.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Carver's directors and
executive officers, and persons who own more than ten percent of a registered
class of Carver's equity securities, to file reports of ownership and changes in
ownership with the SEC and the American Stock Exchange. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
Carver with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership
furnished to Carver, or written representations that no forms were necessary,
Carver believes that, during the last fiscal year, all filing requirements
applicable to its directors, officers and greater than ten percent shareholders
of the Company were complied with, except for the late filing with the SEC of
one Form 3 "Initial Statement of Beneficial Ownership of Securities" ("Form 3")
by David L. Hinds upon first becoming a director of Carver, one Form 3 by Devon
W. Woolcock upon first becoming an executive officer of Carver Federal, and one
Form 3 by William Schult upon first becoming a key manager of Carver Federal.
22
=====================================================
PROPOSAL TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
=====================================================
The Board of Directors of Carver has appointed the firm of KPMG LLP as
independent auditors for Carver for the fiscal year ending March 31, 2001,
subject to ratification of such appointment by the stockholders. Representatives
of KPMG LLP are expected to be present at the Annual Meeting. They will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.
================================================================================
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS INDEPENDENT AUDITORS FOR CARVER
PLEASE MARK YOUR VOTES ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
================================================================================
=====================================================
PROPOSAL THREE
APPROVAL OF THE AMENDMENT
TO THE 1995 STOCK OPTION PLAN
=====================================================
GENERAL
Effective December 12, 2000, but subject to the approval of
stockholders, the Board of Directors adopted an amendment to the Option Plan to
increase the number of shares of Common Stock available for issuance under the
Option Plan by 200,000. The amendment to the Option Plan is included at the end
of this proxy statement as Appendix B and is incorporated herein by this
reference.
WHY WE ARE ASKING FOR STOCKHOLDER APPROVAL
We are asking our stockholders to approve the amendment to the Option
Plan so that we will be able to grant stock option awards to certain key
officers, employees and directors of Carver. The Option Plan, which was
previously approved by stockholders, initially authorized the issuance of up to
138,862 shares of Common Stock pursuant to the exercise of options issued under
the Option Plan. As of December 12, 2000, only 6,016 shares of Common Stock
remained available for the issuance of future option grants. To ensure that
Carver may provide competitive compensation packages to its executives and
directors and to attract and retain a highly qualified management team, we are
asking you to approve an amendment to the Option Plan which authorizes the grant
of options
23
with respect to an additional 200,000 shares of Common Stock. Such additional
shares may be authorized and unissued shares or shares previously issued that
Carver has reacquired.
DESCRIPTION OF THE OPTION PLAN
ADMINISTRATION. A committee of outside directors administers this
Option Plan. Its members are the members of the compensation committee of our
Board of Directors who are "disinterested directors" under the federal tax and
securities laws. In general, disinterested directors are directors who (1) are
not, and never were, executive officers or employees of Carver or Carver
Federal; and (2) do not receive material compensation from Carver or Carver
Federal Bank except for service as a director. The administrative committee has
broad discretionary powers.
ELIGIBILITY. The Option Plan administrative committee selects the
individuals who receive stock option grants. Any employee of Carver, Carver
Federal or any affiliate approved by the Board of Directors may be selected to
receive option grants. It is currently anticipated that up to fifteen employees
may be selected by the committee as eligible to receive option grants. Directors
of Carver who are not also employees or officers receive an automatic grant of
restricted stock and options for 1,000 shares of Common Stock upon first
becoming selected to the Board.
TERMS AND CONDITIONS OF OPTIONS. The administrative committee sets the
terms and conditions of the stock options that it grants. In setting terms and
conditions, it may not grant a stock option with a purchase price that is less
than the fair market value of a share of the Common Stock on the date it grants
the stock option and may not grant a stock option with a term that is longer
than ten years. The committee may grant incentive stock options that qualify for
special federal income tax treatment or non-qualified stock options that do not
qualify for special federal income tax treatment. Incentive stock options are
subject to certain additional restrictions under the I.R.C. and the Option Plan.
Upon the exercise of an option, the exercise price of the option must
be paid in full. Payment may be made in cash, Common Stock already owned by the
option holder, shares to be acquired by the option holder upon exercise of the
option, or in such other consideration as the administrative committee
authorizes.
MERGERS AND REORGANIZATIONS. The number of shares available under the
Option Plan and the number of shares subject to outstanding options will be
adjusted to reflect any merger, consolidation or business reorganization and to
reflect any stock split, stock dividend or other event generally affecting the
number of shares.
TERMINATION OR AMENDMENT OF THE OPTION PLAN
The Board of Directors of Carver may suspend or terminate the Option
Plan before its scheduled termination date of September 12, 2005. It may also
amend the Option Plan at any time and in any respect. Any amendment that would
change the class of eligible employees or increase the number of stock options
that may be granted must first be approved by our stockholders for options
issued to employees to be treated as tax-favored "incentive stock options."
24
FEDERAL INCOME TAX CONSEQUENCES
The following discussion is intended to be a summary and is not a
comprehensive description of the federal tax laws, regulations and policies
affecting Carver and recipients of stock option grants under the Option Plan.
Any descriptions of the provisions of any law, regulation or policy are
qualified in their entirety by reference to the particular law, regulation or
policy. Any change in applicable law or regulation or in the policies of various
taxing authorities may have a significant effect on this summary. The Option
Plan is not a qualified plan under Section 401(a) of the I.R.C.
FEDERAL TAX CONSEQUENCES FOR OPTION RECIPIENTS. Incentive stock options
will not create federal income tax consequences when they are granted. If they
are exercised during employment or within three months after termination of
employment, the exercise will not create federal income tax consequences either.
When the shares acquired on exercise of an incentive stock option are sold, the
seller must pay federal income taxes on the amount by which the sales price
exceeds the purchase price. This amount will be taxed at capital gains rates if
the sale occurs at least two years after the option was granted and at least one
year after the option was exercised. Otherwise, it is taxed as ordinary income.
Incentive stock options that are exercised more than one year after
termination of employment due to death or disability or three months after
termination of employment for other reasons are treated as non-qualified stock
options. Non-qualified stock options will not create federal income tax
consequences when they are granted. When they are exercised, federal income
taxes at ordinary income tax rates must be paid on the amount by which the fair
market value of the shares acquired by exercising the option exceeds the
exercise price. When an option holder sells shares acquired by exercising
non-qualified stock option, he or she must pay federal income taxes on the
amount by which the sales price exceeds the purchase price plus the amount
included in ordinary income at option exercise. This amount will be taxed at
capital gains rates, which will vary depending upon the time that has elapsed
since the exercise of the option. A cash payment under the Option Plan's change
of control provisions is taxed as if it were the exercise of a non-qualified
stock option followed immediately by a resale of the stock acquired by
exercising the option.
FEDERAL TAX CONSEQUENCES FOR CARVER. When a non-qualified stock option
is exercised, Port Financial may be allowed a federal income tax deduction for
the same amount that the option holder includes in his or her ordinary income.
When an incentive stock option is exercised, there is no tax deduction unless
the shares acquired are resold sooner than two years after the option was
granted or one year after the option was exercised. A cash payment under the
Option Plan's change of control provisions is deductible as if it were the
exercise of a non-qualified stock option. The I.R.C.
places an annual limit of $1.0 million each on the tax deduction which we may
claim in any fiscal year for the compensation of our Chief Executive Officer and
for the compensation of our four next most highly compensated executive officers
whose salary and bonus for the fiscal year in question equals or exceeds
$100,000. There is an exception to this limit for so-called "qualified
performance- based compensation." We have designed this Option Plan with the
intention that the stock options that we grant will constitute qualified
performance-based compensation. As a result, we do not believe that this limit
will impair our ability to claim federal income tax deductions that are
otherwise available when an option holder exercises a non-qualified stock
option.
25
The preceding statements summarize the general principles of current
federal income tax law applicable to options that may be granted under the
Option Plan. State and local tax consequences may also be significant.
================================================================================
THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE AMENDMENT TO THE
CARVER BANCORP, INC. 1995 STOCK OPTION PLAN.
PLEASE MARK YOUR VOTES ON THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
================================================================================
=====================================================
ADDITIONAL INFORMATION
=====================================================
In accordance with SEC rules and the Bylaws of Carver, any stockholder
wishing to have a proposal considered for inclusion in Carver's proxy statement
and form of proxy relating to the next annual meeting of stockholders must, in
addition to other applicable requirements, set forth such proposal in writing
and file it with the Corporate Secretary of Carver either: (1) on or before
September 19, 2001, if Carver's next annual meeting of stockholders is within 30
days of the anniversary date of the Annual Meeting; or (2) a reasonable time
before Carver begins to print and mail its proxy materials, if the date of next
year's annual meeting is changed by more than 30 days from the date of the
previous year's meeting.
NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING
The Bylaws of Carver provide an advance notice procedure for a
stockholder to properly bring business before an annual meeting or to nominate
any person for election to Carver's Board of Directors. The stockholder must be
a stockholder of record and have given timely notice thereof in writing to the
Secretary of Carver. To be timely, a stockholder's notice must be delivered to
or received by the Secretary not later than the following dates: (1) with
respect to an annual meeting of stockholders, 60 days in advance of such
meeting, if such meeting is to be held on a day which is within 30 days
preceding the anniversary of the previous year's annual meeting, or 90 days in
advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (2) with respect to an
annual meeting of stockholders held at a time other than within the time periods
set forth in the immediately preceding clause (1), the close of business on the
10th day following the date on which notice of such meeting is first given to
stockholders. Notice shall be deemed to be first given to stockholders when
disclosure of such date of the meeting of stockholders is first made in a press
release reported to Dow Jones News Services, Associated Press or comparable
national news service, or in a document publicly filed by Carver with the SEC
pursuant to Section 13, 14 or 15(d) of the Exchange Act. A stockholder's notice
to the Corporate Secretary shall set forth such information as required by the
Bylaws of Carver. Nothing in this
26
paragraph shall be deemed to require Carver to include in its proxy statement
and proxy card relating to an annual meeting any shareholder proposal or
nomination that does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal or nomination is received.
OTHER MATTERS
As of the date of this proxy statement, management does not know of any
other matters to be brought before the stockholders at the Annual Meeting. If,
however, any other matters not now known are properly brought before the Annual
Meeting, the persons named in the accompanying proxy card will vote the shares
represented by all properly executed proxies on such matters using their best
judgment.
=====================================================
FINANCIAL STATEMENTS
=====================================================
A copy of the Annual Report to Stockholders for the year ended March
31, 2000, containing financial statements as of March 31, 2000 and March 31,
1999 and for each of the years in the three-year period ended March 31, 2000,
prepared in conformity with generally accepted accounting principles,
accompanies this proxy statement. The consolidated financial statements have
been audited by KPMG LLP whose report thereon is included in the Annual Report
to Stockholders for the year ended March 31, 2000.
Carver has filed with the SEC an annual report on Form 10-K for fiscal
2000. Stockholders may obtain, free of charge, a copy of such annual report
(excluding exhibits) by writing to Walter T. Bond, Senior Vice President and
Secretary, Carver Bancorp, Inc., 75 West 125th Street, New York, New York 10027,
or by telephoning (212) 876-4747.
By Order of the Board of Directors,
/s/ Walter T. Bond
-----------------------------------
Walter T. Bond
Senior Vice President and Secretary
New York, New York, January 25, 2001
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING,
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
27
APPENDIX A
CARVER BANCORP, INC.
AUDIT COMMITTEE CHARTER
Charter of the Audit Committee of the Board of Directors
--------------------------------------------------------
1. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
o Monitor the integrity of the Company's financial
reporting process and systems of internal controls
regarding finance, accounting, and legal compliance.
o Monitor the independence and performance of the
Company's independent auditors and internal auditing
department.
o Provide an avenue of communication among the
independent auditors, management, the internal
auditing department, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
2. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the American
Stock Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
nonexecutive directors, in accordance with the American Stock Exchange
rules, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Audit
Committee shall have a basic understanding of finance and accounting
and be able to read and understand fundamental financial statements,
including a company's balance sheet, income statement and cash flow
statement. At least one member of the Committee shall have past
experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or
background, including a current or past position as chief executive or
financial officer or other senior officer with financial oversight
responsibilities.
Under exceptional and limited circumstances, one non-independent
director may serve on the Audit Committee, provided that the Board of
Directors determines it to be in the best
A-1
interests of the Company and its shareholders, and the Board of
Directors discloses the reasons for the determination in the Company's
next proxy statement. Audit Committee members shall be appointed by the
Board on recommendation of the Nominating Committee. If an Audit
Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The Audit
Committee should meet privately in executive session at least annually
with management, the director of the internal auditing department, the
independent auditors, and as a committee to discuss any matters that
the Audit Committee or each of these groups believe should be
discussed. In addition, the Audit Committee, or at least its Chair,
should communicate with management and the independent auditors
quarterly to review the Company's financial statements and significant
findings based upon the auditors limited review procedures.
3. Audit Committee Responsibilities and Duties
REVIEW PROCEDURES
i. Review and reassess the adequacy of this Charter at
least annually. Submit the Charter to the Board of
Directors for approval and have the document
published at least every three years in accordance
with regulations of the Securities and Exchange
Commission.
ii. Review the Company's annual audited financial
statements prior to filing or distribution. Review
should include discussion with management and
independent auditors of significant issues regarding
accounting principles, practices, and judgments
including the appropriateness of the accounting
principles and disclosures practices for new
transactions or events.
iii. In consultation with the management, the independent
auditors, and the internal auditors, consider the
integrity of the Company's financial reporting
processes and controls. Discuss significant financial
risk exposures and the steps management has taken to
monitor, control, and report such exposures.
Review significant findings including the status of
previous audit recommendations prepared by the
independent auditors and the internal auditing
department together with management's responses.
iv. Review with financial management and the independent
auditors the company's quarterly financial results
prior to the release of earnings and/or the Company's
quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the
Company's accounting principles and any items
required to be communicated by the independent
auditors in accordance with SAS 61 (see Item 10). The
Chair of the Audit Committee may represent the entire
Audit Committee for purposes of this review.
A-2
INDEPENDENT AUDITORS
i. The independent auditors are ultimately accountable
to the Audit Committee and the Board of Directors.
The Audit Committee and the Board of Directors have
the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the
independent auditors. The Audit Committee shall
review the independence and performance of the
auditors and annually recommend to the Board of
Directors the appointment of the independent auditors
or approve any discharge of auditors when
circumstances warrant.
ii. Approve the fees and other significant compensation
to be paid to the independent auditors.
iii. The Audit Committee is responsible for actively
engaging in a dialogue with the independent auditors
with respect to any disclosed relationship or
services that may impact the objectivity and
independence of the independent auditors and for
recommending that the Board of Directors take
appropriate action in response to the independent
auditors' report (as set forth in Item 8 below) to
satisfy itself of the independent auditors'
independence.
iv. On an annual basis, the Audit Committee will review
and discuss with the independent auditors all
significant relationships they have with the Company
that could impair the auditors' independence and will
ensure that the independent auditors submit to the
Audit Committee a formal written statement
delineating all relationships between the independent
auditors and the Company.
v. Review the independent auditors' audit plan - discuss
scope, staffing, locations, reliance upon management,
and internal audit and general audit approach.
vi. Prior to releasing the year-end earnings, discuss the
results of the audit with the independent auditors.
Discuss certain matters required to be communicated
to audit committees in accordance with AICPA SAS 61.
vii. Consider the independent auditors' judgments about
the quality and appropriateness of the Company's
accounting principles as applied in its financial
reporting.
A-3
INTERNAL AUDIT DEPARTMENT AND LEGAL COMPLIANCE
i. Review the budget, plan, changes in plan, activities,
organizational structure, and qualifications of the
internal audit department, as needed.
ii. Review the appointment, performance, and replacement
of the senior internal audit executive.
iii. Review significant reports prepared by the internal
audit department together with management's response
and follow-up to these reports.
iv. On at least an annual basis, review with the
Company's counsel, any legal matters that could have
a significant impact on the organization's financial
statements, the Company's compliance with applicable
laws and regulations, and inquiries received from
regulators or governmental agencies.
OTHER AUDIT COMMITTEE RESPONSIBILITIES
i. Annually prepare a report to shareholders as required
by the Securities and Exchange Commission. The report
will be included in the Company's annual proxy
statement.
ii. Perform any other activities consistent with this
Charter, the Company's by-laws, and governing law, as
the Audit Committee or the Board deems necessary or
appropriate.
iii. Maintain minutes of meetings and periodically report
to the Board of Directors on significant results of
the foregoing activities.
OTHER OPTIONAL CHARTER DISCLOSURES
i. Establish, review, and update periodically a Code of
Ethical Conduct and ensure that management has
established a system to enforce such Code.
ii. Periodically perform self-assessment of the Audit
Committee's performance.
iii. Review financial and accounting personnel succession
planning within the Company.
iv. Annually review policies and procedures as well as
audit results associated with directors' and
officers' expense accounts and perquisites. Annually
review a summary of director and officers' related
party transactions and potential conflicts of
interest.
A-4
APPENDIX B
AMENDMENT
TO THE
CARVER BANCORP, INC. 1995 STOCK OPTION PLAN
Pursuant to the powers reserved to the Board of Directors of Carver
Bancorp, Inc. under Section 16 of the Carver Bancorp, Inc. 1995 Stock Option
Plan (the "Plan"), the Plan is hereby amended as of December 19, 2000 as
follows:
FIRST AND ONLY CHANGE
Subject to shareholder approval, Section 4(a) is deleted in its
entirety and the following new Section 4(a) is substituted in its place:
"4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required by the provisions of
Paragraph 11 hereof, the aggregate number of Shares deliverable pursuant to
Awards shall not exceed 338,862 Shares. Such Shares may either be authorized but
unissued Shares or Shares held in treasury. If any Awards should expire, become
unexercisable, or be forfeited for any reason without having been exercised, the
Optioned Shares shall, unless the Plan shall have been terminated, be available
for the grant of additional Awards under the Plan."
The Plan as previously adopted is hereby ratified and confirmed in all
other respects.
B-1
CARVER BANCORP, INC. REVOCABLE PROXY
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF CARVER BANCORP, INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 27, 2001
The undersigned stockholder of Carver Bancorp, Inc. hereby appoints
Walter T. Bond and Margaret D. Peterson, or either one of them, with full powers
of substitution, to represent and to vote as proxy, as designated, all shares of
common stock of Carver Bancorp, Inc. held of record by the undersigned on
January 16, 2001, at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held at 10:00 a.m. on February 27, 2001, or at any adjournment or
postponement thereof. The undersigned hereby revokes all prior proxies.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. IF PROPERLY SIGNED, BUT NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM 1; FOR THE PROPOSAL IN ITEM 2; AND FOR THE PROPOSAL IN ITEM 3.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR CHOICE LIKE THIS |X| IN BLUE OR BLACK INK.
- ------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL THE BOARD OF DIRECTORS RECOMMENDS
NOMINEES" IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2. A VOTE "FOR" THE PROPOSAL IN ITEM 3.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. 3. Amendment to the Carver Bancorp, Inc. 1995 Stock
Nominees: Frederick O. Terrell, Robert Holland, Jr. and Option Plan.
Dennis M. Walcott
FOR AGAINST ABSTAIN
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL o o o
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED: _____________________________________
---------------------------------------------------------------
FOR all WITHHOLD for all If any other matters properly come before the Annual
Nominees Nominees Meeting, including, among other things, a motion to
o o adjourn or postpone the Annual Meeting to another time
and/or place for the purpose of soliciting additional
- ----------------------------------------------------------------- proxies or otherwise, the persons named in this Proxy
2. Ratification of the appointment of KPMG LLP as will vote on such matters using their best judgment.
independent auditors for Carver Bancorp, Inc. As of the date of the Proxy Statement for the Annual
Meeting, Carver's management is not aware of any such
other business. 2. Ratification of the appointment of
FOR AGAINST ABSTAIN KPMG LLP as independent auditors for Carver Bancorp,
Inc.
o o o
- ------------------------------------------------------------------------------------------------------------------------------------
I WILL ATTEND THE ANNUAL MEETING o
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement for the
Annual Meeting.
---------------------------------------------------------------
---------------------------------------------------------------
Signature(s)
---------------------------------------------------------------
Title
Dated: __________________________________________________, 2001
Please sign exactly as your name appears on this proxy. Joint
owners should each sign personally. If signing as attorney,
executor, administrator, trustee or guardian, please include
your full title. Corporate or partnership proxies should be
signed by an authorized officer.
CARVER BANCORP, INC.
January 26, 2001
Dear Plan Account Holder:
The Carver Bancorp, Inc. ("Company") Employee Stock Ownership Plan
("ESOP") has a related trust ("ESOP Trust") which holds common stock ("Common
Stock") of the Company. HSBC Bank USA, as the trustee of the ESOP Trust ("ESOP
Trustee"), is therefore a shareholder of the Company and may vote on matters
presented for shareholder action at the Company's Annual Meeting of Stockholders
scheduled to be held on February 27, 2001 ("Annual Meeting").
The ESOP Trust provides that in casting votes at the Annual Meeting,
the ESOP Trustee is to follow the instructions given by participants, former
participants and beneficiaries of deceased former participants ("Participants")
with respect to the Common Stock allocated to their accounts in the ESOP as of
January 16, 2001.
The records for the ESOP indicate that you are among the Participants
who may give voting instructions. You may give your instructions by completing
and signing the enclosed Confidential Voting Instruction ("Voting Instruction")
and returning it in the envelope provided to IVS Associates, Inc. ("IVS"). The
Voting Instruction lets you give instructions for each matter expected to be
presented for shareholder action at the Annual Meeting. The ESOP Trustee expects
IVS to tabulate the instructions given on a confidential basis and to provide
the ESOP Trustee with only the final results of the tabulation.
The voting of the Common Stock held by the ESOP Trust is subject to
legal requirements under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The ESOP Trustee, in consultation with its legal advisors,
considers these requirements in establishing voting instruction procedures and
voting the Common Stock allocated to Participants' accounts. The remainder of
this letter describes the voting procedures which the Committee expects to
follow for the Annual Meeting.
How your voting instructions count depends on whether it was
anticipated that the matter being voted upon would be presented for shareholder
action at the Annual Meeting; whether you had an interest in the ESOP Trust on
the proper date; and how large your interest was, as follows:
ANTICIPATED PROPOSALS
(a) ALLOCATED COMMON STOCK. In general, the ESOP Trustee will vote the
number of shares of Common Stock, if any, held by the ESOP Trust and allocated
as of January 16, 2001 to your individual account under the ESOP according to
the instructions specified on the Voting Instruction. In general, if you do not
file the Voting Instruction by February 19, 2001, the ESOP Trustee will vote the
number of shares allocated to your account FOR or AGAINST each proposal
identified on the Voting Instruction in the same proportions as instructions to
cast votes FOR or AGAINST such proposal are given with respect to shares
allocated to the accounts of Participants who do file Voting Instructions.
2
(b) UNALLOCATED COMMON STOCK. The ESOP Trust holds certain shares of
Common Stock that are not allocated to any individual's account. In general, the
ESOP Trustee will vote the Common Stock not allocated to any individual's
account by casting votes FOR or AGAINST each proposal identified on the Voting
Instruction, in the same proportions as instructions to cast votes FOR or
AGAINST such proposal are given with respect to allocated Common Stock. However,
if the ESOP Trustee does not receive instructions from any of the Participants,
the Board of Directors of the Company will direct the ESOP Trustees with respect
to the voting of any shares of unallocated stock, or, in the absence of such
direction by the Board of Directors, the ESOP Trustee will have sole discretion
as to the voting of such shares.
If you do not file the Voting Instruction by February 19, 2001 or if
you ABSTAIN as to a proposal, your instructions will not count in voting any
allocated Common Stock for which no voting instructions have been received from
Participants or the unallocated Common Stock. Each individual's instructions for
such purposes are weighted according to the number of shares of Common Stock
allocated to all individuals' accounts for which instructions to vote FOR or
AGAINST have been received. However, the ESOP Trustee may be required to vote
the allocated Common Stock for which no instructions have been received and the
unallocated Common Stock held by the ESOP Trust in a different manner, if it
determines such a vote to be in the best interests of Participants, in
accordance with the legal requirements of ERISA.
UNANTICIPATED PROPOSALS
It is possible, although very unlikely, that proposals other than those
specified on the Voting Instruction will be presented for shareholder action at
the Annual Meeting. If this should happen, the ESOP Trustees will vote upon such
matters in their discretion, or cause such matters to be voted upon in the
discretion of the individuals named in any proxies executed by them.
Your interest in the ESOP Trust offers you the opportunity to
participate, as do the Company shareholders, in decisions that affect the future
of the Company and Carver Federal Savings Bank ("Bank") and we encourage you to
take advantage of it. To help you decide how to complete the Voting Instruction,
enclosed is a copy of the Proxy Statement and Annual Report that is being
furnished to all holders of Common Stock in connection with the Annual Meeting.
Please complete, sign and return your Voting Instruction today. Your
instructions are important regardless of the size of your interest in the ESOP
Trust.
If you have questions regarding the terms of the ESOP or how to
complete the Voting Instruction, please call the Human Resources Department of
the Bank at (212) 876-4747.
Sincerely,
CARVER BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP COMMITTEE
Enclosures
================================================================================
CARVER BANCORP, INC. CONFIDENTIAL VOTING INSTRUCTION
This Instruction is solicited by the Employee Stock Ownership Plan Committee
of Carver Bancorp, Inc.
as named fiduciary for the
CARVER BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN ("ESOP")
For the Annual Meeting of Stockholders of Carver Bancorp, Inc.
to be held on February 27, 2001
The undersigned Participant, Former Participant or Beneficiary of a
deceased Former Participant in the ESOP (the "Instructor") hereby provides the
voting instructions hereinafter specified to HSBC Bank (USA), as the trustee of
the ESOP ("ESOP Trustee"), which instructions will be taken into account by the
ESOP Trustee in voting, in person, by limited or general power of attorney, or
by proxy, the shares and fractional shares of common stock (the "Shares") of
Carver Bancorp, Inc. ("Carver") which are held by the ESOP Trustee, in its
capacity as ESOP Trustee, as of January 16, 2001 (the "Record Date") at the
February 27, 2001 Meeting of Stockholders of Carver (the "Annual Meeting") to be
held at the Schomburg Center, 515 Malcolm X Boulevard at 135th Street, New York,
New York at 10:00 a.m., or at any adjournment or postponement thereof.
As to the proposals listed below, which are more particularly described
in the Proxy Statement dated January 17, 2001, the ESOP Trustee will vote the
common stock of Carver Bancorp, Inc. held by the ESOP Trust to reflect the
voting instructions on this Confidential Voting Instruction, in the manner
described in the accompanying letter from the Committee dated January 26, 2001.
As to other matters which may properly come before the Annual Meeting,
the ESOP Trustee will vote upon such matters in its discretion, or cause such
matters to be voted upon in the discretion of the individuals named in any
proxies executed by it.
The instruction set forth below will be taken into account as described
above in directing the ESOP Trustee how to vote the Shares of Carver held by it
as of the Record Date, in its capacity as Trustee, provided this instruction is
filed with IVS Associates, Inc. by February 19, 2001.
PLEASE MARK YOUR INSTRUCTIONS ON THIS VOTING INSTRUCTION,
SIGN AND DATE IT AND RETURN IT IN THE ENCLOSED ENVELOPE.
================================================================================
IF THIS VOTING INSTRUCTION IS SIGNED BUT NO DIRECTION IS GIVEN,
SUCH SHARES WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
___________________________________________
PARTICIPANT
PLEASE MARK YOUR CHOICE LIKE THIS |X| IN BLUE OR BLACK INK.
================================================================================
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
================================================================================
1. ELECTION OF DIRECTORS FOR A THREE YEAR o For all nominees (except as o WITHHOLD AUTHORITY to vote
TERM indicated to the contrary for all nominees
Carver Nominees: Frederick O. Terrell, below
Robert Holland, Jr. and
Dennis M. Walcott
(Terms of office expire at the annual meeting of INSTRUCTIONS: To
stockholders for the fiscal year ending withhold authority to vote
March 31, 2003) for any individual nominee,
write that nominee's name
in the space provided:
___________________________
2. PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP as independent auditors for the
fiscal year ending March 31, 2001.
o FOR o AGAINST o ABSTAIN*
3. PROPOSAL TO APPROVE AMENDMENT TO CARVER'S 1995 STOCK OPTION PLAN.
o FOR o AGAINST o ABSTAIN*
4. If any other matters properly come before the Annual Meeting, including,
among other things, a motion to adjourn or postpone the Annual Meeting to
another time and/or place for the purpose of soliciting additional proxies
or otherwise, the ESOP Trustee will vote on such matters in such a manner
as shall be determined by a majority of the Board of Directors. As of the
date of the Proxy Statement for the Annual Meeting, management of the
Company is not aware of any other such business.
- --------------------------------------------------------------------------------
The undersigned hereby instructs the
ESOP Trustee to vote in accordance
with the voting instructions
indicated above and hereby
acknowledges receipt of the letter
from the Committee dated January 26,
2001, a Notice of Annual Meeting of
Stockholders of Carver Bancorp, Inc.,
a Proxy Statement for the Annual
Meeting, and an Annual Report on Form
10-K for the fiscal year ended March
31, 2000.
Date
-------------------------------------
Signature
-------------------------------------
Signature
-------------------------------------
Please date and sign exactly as your
name appears on this instruction and
return in the enclosed envelope. If
acting as attorney, executor,
administrator, trustee, guardian or
otherwise, please so indicate when
signing. If the signer is a
corporation, please sign the full
corporate name, by a duly authorized
officer. If shares are held jointly,
each shareholder named should sign.
*For purposes of directing the voting
of the Shares for which no
instructions are received,
abstentions will be disregarded.
CARVER FEDERAL SAVINGS BANK
January 26, 2001
Dear Plan Account Holder:
The Carver Federal Savings Bank ("Bank") 401(k) Savings Plan in RSI
Retirement Trust ("401(k) Plan") has a related trust ("Employer Stock Fund
Trust") which holds common stock ("Common Stock") of Carver Bancorp, Inc.
("Company"). HSBC Bank USA, as the trustee of the 401(k) Plan Employer Stock
Fund Trust ("Employer Stock Fund Trustee"), is therefore a shareholder of the
Company and may vote on matters presented for shareholder action at the
Company's Annual Meeting of Stockholders scheduled to be held on February 27,
2001 ("Annual Meeting").
The Employer Stock Fund Trust provides that in casting its votes at the
Annual Meeting, the Employer Stock Fund Trustee is to follow directions given by
the 401(k) Plan Committee ("Committee"). The Committee in turn follows
instructions provided by participants, former participants and beneficiaries of
deceased former participants ("Participants") with respect to the Common Stock
attributable to their accounts in the Employer Stock Fund as of January 16,
2001.
The records for the 401(k) Plan indicate that you are among the
Participants who may give voting instructions. You may give your instructions by
completing and signing the enclosed Confidential Voting Instruction ("Voting
Instruction") and returning it in the envelope provided to IVS Associates, Inc.
("IVS"). The Voting Instruction lets you give instructions for each matter
expected to be presented for shareholder action at the Annual Meeting. The
Committee expects IVS to tabulate the instructions given on a confidential basis
and to provide the Committee with only the final results of the tabulation. The
final results will be used by the Committee in directing the Employer Stock Fund
Trustee.
The voting of the Common Stock held by the 401(k) Plan Trust is subject
to legal requirements under the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"). The Committee, in consultation with its legal advisors,
considers these requirements in establishing voting instruction procedures and
directing the Employer Stock Fund Trustee. The remainder of this letter
describes the voting procedures which the Committee expects to follow for the
Annual Meeting.
How your voting instructions count depends on whether it was
anticipated that the matter being voted upon would be presented for shareholder
action at the Annual Meeting; whether you had an interest in the Employer Stock
Fund Trust on the proper date; and how large your interest was, as follows:
ANTICIPATED PROPOSALS
In general, the Employer Stock Fund Trustee will vote the number of
shares of Common Stock (if any) held by the Employer Stock Fund Trust and
attributable as of January 16, 2001 to your individual account under the 401(k)
Plan according to the instructions specified on the Voting
Instruction. In general, if you do not file the Voting Instruction by February
19, 2001, the number of shares attributable to your account will be voted FOR or
AGAINST each proposal identified on the Voting Instruction in the same
proportions as instructions to cast votes FOR or AGAINST such proposal are given
with respect to shares attributable to the accounts of Participants who do file
Voting Instructions. In addition, if you do not file the Voting Instruction by
February 19, 2001 or if you ABSTAIN as to a proposal, your instructions will not
count in voting any Common Stock attributable to Participants' accounts for
which no voting instructions have been received. Each individual's instructions
for such purposes are weighted according to the number of shares of Common Stock
attributable to all individuals' accounts for which instructions to vote FOR or
AGAINST have been received. Notwithstanding the foregoing, the Committee may be
required to instruct the Employer Stock Fund Trustee to vote the Common Stock
for which no instructions have been received in a different manner, if it
determines such a vote to be in the best interests of Participants, in
accordance with the legal requirements of ERISA.
UNANTICIPATED PROPOSALS
It is possible, although very unlikely, that proposals other than those
specified on the Voting Instruction will be presented for shareholder action at
the Annual Meeting. If this should happen, the Employer Stock Fund Trustee will
be instructed to vote upon such matters in its discretion, or to cause such
matters to be voted upon in the discretion of the individuals named in any
proxies executed by it.
Your interest in the Employer Stock Fund Trust offers you the
opportunity to participate, as do the Company's shareholders, in decisions that
affect the future of the Company and the Bank, and we encourage you to take
advantage of it. To help you decide how to complete the Voting Instruction,
enclosed is a copy of the Proxy Statement and Annual Report that is being
furnished to all holders of Common Stock in connection with the Annual Meeting.
Please complete, sign and return your Voting Instruction today. Your
instructions are important regardless of the size of your interest in the Common
Stock held by the 401(k) Plan.
If you have questions regarding the terms of the 401(k) Plan or how to
complete the Voting Instruction, please call the Human Resources Department of
the Bank at (212) 876-4247.
Sincerely,
401(K)PLAN COMMITTEE OF
CARVER FEDERAL SAVINGS BANK
Enclosures
================================================================================
CARVER BANCORP, INC. CONFIDENTIAL VOTING INSTRUCTION
This Instruction is solicited by the 401(k) Plan Committee
of Carver Federal Savings Bank
as named fiduciary for the
CARVER FEDERAL SAVINGS BANK 401(K) SAVINGS PLAN
IN RSI RETIREMENT TRUST ("401(K) PLAN")
For the Annual Meeting of Stockholders of Carver Bancorp, Inc.
to be held on February 27, 2001
The undersigned Participant, Former Participant or Beneficiary of a
deceased Former Participant in the 401(k) Plan (the "Instructor") hereby
provides the voting instructions hereinafter specified to the 401(k) Plan
Committee (the "Committee") of Carver Bancorp, Inc. ("Carver"), which
instructions shall be taken into account in directing HSBC Bank USA, as the
trustee of the 401(k) Plan Employer Stock Fund ("Employer Stock Fund Trustee")
to vote, in person, by limited or general power of attorney, or by proxy, the
shares and fractional shares of common stock (the "Shares") of Carver which are
held by the Employer Stock Fund Trustee, in its capacity as Trustee, as of
January 16, 2001 (the "Record Date") at the February 27, 2001 Meeting of
Stockholders of Carver (the "Annual Meeting") to be held at the Schomburg
Center, 515 Malcolm X Boulevard at 135th Street, New York, New York at 10:00
a.m., or at any adjournment or postponement thereof.
As to the proposals listed below and as more particularly described in
the Proxy Statement dated January 17, 2001, the Committee will give voting
directions to the Employer Stock Fund Trustee. Such directions will reflect the
voting instructions filed by the Instructor on this Confidential Voting
Instruction, in the manner described in the accompanying letter from the
Committee dated January 26, 2001.
As to other matters which may properly come before the Annual Meeting,
the Employer Stock Fund Trustee will be instructed to vote upon such matters in
its discretion, or cause such matters to be voted upon in the discretion of the
individuals named in any proxies executed by them.
The instruction set forth below will be taken into account as described
above in directing the Employer Stock Fund Trustee how to vote the Shares of
Carver held by it as of the Record Date, in its capacity as Trustee, provided
this instruction is filed with IVS Associates, Inc. by February 19, 2001.
PLEASE MARK YOUR INSTRUCTIONS ON THIS VOTING INSTRUCTION,
SIGN AND DATE IT AND RETURN IT IN THE ENCLOSED ENVELOPE.
================================================================================
IF THIS VOTING INSTRUCTION IS SIGNED BUT NO DIRECTION IS GIVEN,
SUCH SHARES WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.
___________________________________________
PARTICIPANT
PLEASE MARK YOUR CHOICE LIKE THIS |X| IN BLUE OR BLACK INK.
================================================================================
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
================================================================================
1. ELECTION OF DIRECTORS FOR A THREE YEAR o For all nominees (except as o WITHHOLD AUTHORITY to vote
TERM indicated to the contrary for all nominees
Carver Nominees: Frederick O. Terrell, below
Robert Holland, Jr. and
Dennis M. Walcott
(Terms of office to expire at the annual meeting INSTRUCTIONS: To
of stockholders for the fiscal year ending withhold authority to vote
March 31, 2003) for any individual nominee,
write that nominee's name
in the space provided:
___________________________
2. PROPOSAL TO RATIFY APPOINTMENT OF KPMG LLP as independent auditors for the
fiscal year ending March 31, 2001.
o FOR o AGAINST o ABSTAIN*
3. PROPOSAL TO APPROVE AMENDMENT TO CARVER'S 1995 STOCK OPTION PLAN.
o FOR o AGAINST o ABSTAIN*
4. If any other matters properly come before the Annual Meeting, including,
among other things, a motion to adjourn or postpone the Annual Meeting to
another time and/or place for the purpose of soliciting additional proxies
or otherwise, the Employer Stock Fund Trustee will vote on such matters in
such a manner as shall be determined by a majority of the Board of
Directors. As of the date of the Proxy Statement for the Annual Meeting,
management of the Company is not aware of any other such business.
- --------------------------------------------------------------------------------
The undersigned hereby instructs the
Committee to direct the Employer
Stock Fund Trustee to vote in
accordance with the voting
instructions indicated above and
hereby acknowledges receipt of the
letter from the Committee dated
January 26, 2001, a Notice of Annual
Meeting of Stockholders of Carver
Bancorp, Inc., a Proxy Statement for
the Annual Meeting, and an Annual
Report on Form 10-K for the fiscal
year ended March 31, 2000.
Date
-------------------------------------
Signature
-------------------------------------
Signature
-------------------------------------
Please date and sign exactly as your
name appears on this instruction and
return in the enclosed envelope. If
acting as attorney, executor,
administrator, trustee, guardian or
otherwise, please so indicate when
signing. If the signer is a
corporation, please sign the full
corporate name, by a duly authorized
officer. If shares are held jointly,
each shareholder named should sign.
*For purposes of directing the voting
of the Shares for which no
instructions are received,
abstentions will be disregarded.