January 25, 2002
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 26, 2002 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, 2002, 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 AND "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS IN
PROPOSAL TWO.
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 26, 2002
---------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Carver Bancorp, Inc. ("Carver") for the fiscal year ended March 31, 2001 will be
held on February 26, 2002 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, 2004 and until their respective
successors have been elected and qualified; and
2. To ratify the appointment of KPMG LLP as independent auditors
for Carver for the fiscal year ending March 31, 2002.
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 15, 2002 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/ Linda J. Dunn
-----------------------------------
Linda J. Dunn
Senior Vice President and Secretary
January 25, 2002
CARVER BANCORP, INC.
75 WEST 125TH STREET
NEW YORK, NEW YORK 10027-4512
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 26, 2002
==================================
GENERAL INFORMATION
==================================
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, 2001 ("fiscal 2001") to be held
on February 26, 2002 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, 2002.
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, Inc. as "Carver" or the "Company" 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 15, 2002 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 15, 2002, 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, par value $.01 per share (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 15, 2002
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 15, 2002
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
15, 2002 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. In addition,
as provided in the Certificate of Designations, Preferences and Rights of Series
A Convertible Preferred Stock, record holders of Series A Preferred Stock
entitled to vote shall not be entitled to a number of votes greater than 4.99%
of the outstanding shares of Common Stock (assuming full conversion of the
Series A Preferred Stock) in the consideration of any matter submitted for a
vote of holders of Common Stock.
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") AND "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT
AUDITORS FOR CARVER ("PROPOSAL TWO").
If you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from the 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.
-2-
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 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 & Company,
Inc. ("Morrow") 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 $12,000 plus
reasonable out-of-pocket expenses.
-3-
==================================================
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
==================================================
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 15, 2001, certain
information as to shares of Voting Stock beneficially owned by persons owning in
excess of 5% of any class 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, 2001.
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, 2001. 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
NATURE OF PERCENT OF PERCENT OF
NAME AND ADDRESS BENEFICIAL CLASS COMMON STOCK
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OUTSTANDING(1) OUTSTANDING
-------------- ------------------- --------- -------------- -----------
Common Stock Koch Asset Management, L.L.C. 226,650(2) 9.78% 9.78%
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 Employee Stock Ownership Plan 133,361(5) 5.76% 5.76%
Trust (the "ESOP Trust")
75 West 125th Street
New York, NY 10027
Series B Preferred Stock Provender Opportunities Fund L.P. 60,000(6) 100% 5.12%
17 State Street
New York, NY 10004
Series A Preferred Stock Morgan Stanley & Co. Incorporated 40,000(7) 100% 3.47%
1585 Broadway
New York, NY10036
- ---------------------
(1) On December 15, 2001 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/A, dated March 14, 2001, 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, and
Mr. Koch and his spouse, jointly, own and hold voting power with
respect to Managed Portfolios containing approximately 46,000 shares of
Common Stock, or an aggregate of approximately 2.0% 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/A, dated January 15, 2002, and filed with the
SEC jointly by EQSF Advisers, Inc. ("EQSF"), M.J. Whitman Advisers,
Inc., and Martin J. Whitman, the Chief Executive Officer and
controlling person of EQSF and MJWA. 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 Capital"). Kevin Cohee, the
Chairman and Chief Executive Officer of BBOC, and Teri Williams, an
Executive Vice President 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, 2001, and filed with the
SEC by ESOP trustee. The Carver Bancorp, Inc. ESOP 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, 2000, a total
of 85,479 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.
FOOTNOTES CONTINUED ON NEXT PAGE.
-5-
(6) Provender Opportunities Fund L.P. ("Provender") holds 60,000 shares of
Carver's Series B Preferred Stock, which Carver issued on January 11,
2000 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 125,000 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.
(7) Morgan Stanley and Co., Incorporated ("Morgan Stanley") holds 40,000
shares of Carver's Series A Preferred Stock, which Carver issued on
January 11, 2000 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.
-6-
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, 2001. 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 NATURE
AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
OF BENEFICIAL PERCENT OF OWNERSHIP OF SERIES B
OWNERSHIP OF COMMON COMMON STOCK SERIES B PREFERRED STOCK
NAME TITLE STOCK (1) (2) OUTSTANDING (3) PREFERRED STOCK OUTSTANDING
---- ----- ------------- --------------- --------------- -----------
Frederick O. Terrell Chairman 125,800(4) 5.15% 60,000(4) 100%
Deborah C. Wright (5)(8) President, Chief 49,104 2.1% -- --
Executive Officer
and Director
Walter Bond (6)(8) Senior Vice 6,786 * -- --
President and
Special Assistant
to the President
and Chief Executive
Officer
Kevin Cohee (7) Director 171,100 7.39% -- --
David L. Hinds Director 7,275 * -- --
Robert Holland Jr. Director 10,400 * -- --
Pazel G. Jackson, Jr. Director 2,000 * -- --
J. Kevin Ryan (6) Senior Vice 2,731 * -- --
President and Chief
Lending Officer
Dennis M. Walcott Director 2,400 * -- --
Teri Williams (7) Director 171,100 7.39% -- --
Devon W. Woolcock Senior Vice 1,808 * -- --
President and Chief
of Retail Banking
Strauss Zelnick Director 7,422 * -- --
All directors and 441,581 17.40% 60,000 100%
executive officers as
a group (8)(9)(10)
- ----------------
* Less than 1% of outstanding Common Stock.
(1) Includes 400, 35,000, 1,849, 200, 200, 200, 800, 1,333, 200, 200 1,333
and 200 shares which may be acquired by Mr. Terrell, Ms. Wright, Mr.
Bond, Mr. Cohee, Mr. Hinds, Mr. Holland, Jr., Mr. Jackson, Mr. Ryan,
Mr. Walcott, Ms. Williams, Mr. Woolcock and Mr. Zelnick, respectively,
pursuant to options granted under the Carver Bancorp, Inc. 1995 Stock
Option Plan (the "Option Plan") which such person has the right to
acquire within 60 days after December 15, 2001 by the exercise of stock
options.
FOOTNOTES CONTINUED ON NEXT PAGE.
-7-
(2) Excludes 2,500, 600, 800, 800, 800, 800, 800, 800, 667 and 667 shares
of restricted stock granted to Ms. Wright, Mr. Terrell, Mr. Cohee, Mr.
Hinds, Mr. Holland, Jr., Mr. Walcott, Mr. Zelnick, Ms. Williams, Mr.
Ryan and Mr. Bond, respectively, pursuant to the Carver Bancorp, Inc.
Management Recognition Plan (the "MRP") which have not vested and with
respect to which such individuals have neither voting nor dispositive
power.
(3) Percentages with respect to each person or group of persons have been
calculated on the basis of 2,216,358 shares of Common Stock, the total
number of shares of Common Stock outstanding as of December 15, 2001
plus the number of shares of Common Stock which such person or group
has the right to acquire within 60 days after December 15, 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 Partner and Chief Executive
Officer 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,
5,000 of which vested on June 1, 2001 and the remainder of which vest
on June 1, 2002. On June 1, 2000, Ms. Wright was awarded 30,000 options
to purchase shares of Common Stock at a price per share of $8.21 under
the Option Plan, 10,000 of which vested on June 1, 2001 and the
remaining 20,000 options will vest in two equal annual installments on
June 1, 2002 and June 1, 2003. On June 1, 1999, Ms. Wright was also
awarded 7,500 shares of restricted stock under the MRP, 2,500 of which
vested on June 1, 2000, 2,500 of which vested on June 1, 2001 and the
remainder of which vest on June 1, 2002, and on September 18, 2001 was
awarded 1,817 shares of restricted stock under the MRP that vested on
September 18, 2001.
(6) Mr. Bond's employment with Carver ceased on December 31, 2001. Mr. Bond
was awarded 4,000 options on December 10, 2000, 1,333 of which vested
on March 31, 2001. Mr. Bond was granted 516 options on August 20, 1996.
Mr. Bond was also awarded 2,000 options on August 22, 2001 which vest
in three annual installments. Mr. Bond was also granted 1,000 shares of
restricted stock under the MRP, 333 of which vested on March 31, 2001
and he was also awarded 552 shares of restricted stock under the MRP on
September 18, 2001 which are fully vested.
(7) Represents 170,700 Shares of Common Stock owned by BBC, of which Kevin
Cohee and Teri Williams are executive officers and controlling
shareholders.
(8) Includes 6,232 shares in the aggregate held by the ESOP Trust that have
been allocated as of December 15, 2001 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 47,882 unallocated shares held by the ESOP Trust as of
December 15, 2001 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 Trust.
(9) Includes 43,248 shares that may be acquired by executive officers and
directors pursuant to options granted under the Option Plan. Excludes
the 10,901 shares of restricted stock awarded to the executive officers
and directors with respect to which such executive officers and
directors have neither voting nor dispositive power.
(10) Includes 125,000 shares of Common Stock issuable on conversion of the
Series B Preferred Stock held by Provender.
-8-
EXECUTIVE OFFICERS AND KEY MANAGERS OF CARVER AND CARVER FEDERAL
Biographical information for Carver's executive officers and key
managers who are not directors is set forth below. Such executive officers and
key managers are officers and managers of Carver and the Bank.
EXECUTIVE OFFICERS
FRANK J. DEATON is Senior Vice President and Chief Auditor. He joined
Carver in May 2001. Mr. Deaton was previously Vice President and Risk Review
Manager with Key Bank in Cleveland, Ohio. He joined Key Bank in 1990 and was
responsible for developing the scope and overseeing completion of credit,
operational and regulatory compliance audits for a variety of business units.
Mr. Deaton is a Certified Bank Auditor and a member of the Institute of Internal
Auditors.
LINDA J. DUNN is Senior Vice President, General Counsel and Corporate
Secretary. She joined Carver in June 2001. Ms. Dunn had been a corporate
associate at the law firm Paul, Weiss, Rifkind, Wharton & Garrison since 1994.
She was an Assistant Vice President in the Consumer Products Division of
Chemical Bank from 1987 to 1991. From 1983 to 1987, she was employed at
American/National Can Company, where she held various positions from Financial
Analyst to Manager of Performance Analysis in the Specialty Food Products
Division. Ms. Dunn earned B.A., M.B.A. and J.D. degrees from Harvard University.
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 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 Bachelors degree from Pace University, a M.B.A. 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 in June 2000 and has over 20 years experience in real estate
and 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., a commercial and residential real estate
appraisal company which he founded in New York City. Mr. Ryan also served in
various positions at The Dime Savings Bank of New York from 1977 to 1985,
including Vice President, and as an Adjunct Professor of Management & Economics
at St. John's University from 1981 through 1984. He is a Board member of Habitat
for Humanity, New York City. Mr. Ryan received a BBA in Management from Hofstra
University and an MBA in Finance from Fordham University.
-9-
WILLIAM SCHULT is Vice President and Controller. He was appointed
Acting Chief Financial Officer in May 2001. He joined Carver in September 2000
after five years as an independent consultant. He has 26 years experience in the
banking 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 B.B.A. in Accounting from Hofstra University and is
a Certified Public Accountant in the State of New York.
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.
DEBORAH C. WRIGHT is President, Chief Executive Officer and Director of
Carver and the Bank, 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 by Mayor David N. Dinkins
to the New York City Housing Authority Board which manages New York City's
189,000 public housing units. She is a member of the Board of Overseers of
Harvard University and serves on the boards of Kraft Foods, Inc., the Lower
Manhattan Redevelopment Corporation, the Initiative for a Competitive Inner
City, the New York City Partnership, Inc. and The Ministers and Missionaries
Benefit Board of the American Baptist Churches. Ms. Wright earned A.B., J.D. and
M.B.A. degrees from Harvard University.
KEY MANAGERS
BENNETT E. RAGLIN is Vice President and Information Technologies
Director. He joined Carver in March 2000. Prior to joining Carver, he was a
Network Consultant for BMW North America where he performed various functions
including change management, needs analysis, systems installations, and Y2k
readiness. Previously, Mr. Raglin held technical positions of increasing
responsibility with Electronic Data Systems and Computer Enrichment, Inc. 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.
-10-
==============================================================
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 nine members. The terms of three
directors expire at the Annual Meeting. Directors David L. Hinds, Pazel G.
Jackson, Jr. and Deborah C. Wright, 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.
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."
END POSITION HELD WITH
NAME AGE (1) OF TERM CARVER AND CARVER FEDERAL DIRECTOR SINCE
---- ------- ------- ------------------------- --------------
NOMINEES FOR THREE-YEAR TERM EXPIRING
IN 2004
David L. Hinds 55 2001 Director 2000
Pazel G. Jackson, Jr 69 2001 Director 1997
Deborah C. Wright 43 2001 President, Chief Executive 1999
Officer and Director
CONTINUING DIRECTORS
Kevin Cohee 44 2002 Director 2000
Teri Williams 43 2002 Director 2000
Strauss Zelnick 44 2002 Director 2000
-11-
Frederick O. Terrell 47 2003 Chairman 2000
Robert Holland Jr. 61 2003 Director 2000
Dennis M. Walcott 49 2003 Director 2000
(1) As of December 15, 2001.
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
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.
PAZEL G. JACKSON, JR. is a retired Senior Vice President of JPMorgan
Chase. From January 1995 to 2000, Mr. Jackson was responsible for new business
development in targeted markets throughout the United States. Prior to joining
JPMorgan Chase, Mr. Jackson served as the Senior Credit Officer of the
Residential Mortgage Division of Chemical Bank. 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 Chief of
Engineering Design for the 1964-1965 New York World's Fair Corporation
(1962-1966). Mr. Jackson is a licensed professional engineer and earned his
M.B.A. from Columbia University.
DEBORAH C. WRIGHT is President, Chief Executive Officer and Director of
the Company and the Bank, 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 by Mayor
David N. Dinkins to the New York City Housing Authority Board which manages New
York City's 189,000 public housing units. She is a member of the Board of
Overseers of Harvard University and serves on the boards of Kraft Foods, Inc.,
the Lower Manhattan Redevelopment Corporation, the Initiative for a Competitive
Inner City, the New York City Partnership, Inc. and The Ministers and
Missionaries Benefit Board of the American Baptist Churches. Ms. Wright earned
A.B., J.D. and M.B.A. degrees from Harvard University.
-12-
-----------------------------------------------------------------
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 Chairman and Chief Executive Officer of Boston Bank of
Commerce, the first interstate African American owned bank in the country. Mr.
Cohee is also a Majority Shareholder and board member of the Boston Bank of
Commerce. Mr. Cohee has an extensive background as an executive and an
entrepreneur. He was employed by Salomon Brothers, Inc. in their Financial
Institutions Group. By 1988, through a leverage buyout, Mr. Cohee obtained
Military Professional Services, Inc., a 29 year old company that marketed Visa
and MasterCard 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 M.B.A. from the University of Wisconsin and a J.D. from Harvard Law
School. Mr. Cohee is marred to Teri Williams, also a director of the Company.
ROBERT HOLLAND, JR. was Chairman and Chief Executive Officer of
Workplace Integrators, a Southeast Michigan company he acquired in June 1997 and
built into one of the largest Steelcase Office Furniture dealerships in the
United States. He recently divested this business. 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, Lexmark
International, Inc., Tricon Restaurants, Inc., and Mazaruni Granite Products and
was a member of the Boards of AC Nielsen Corporation and Trumark, Inc. before
those companies were sold. 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.
FREDERICK O. TERRELL is 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.,
Empire Health Choice, Inc., The Diversity Channel, Inc., PacPizza LLC 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 M.B.A. from the Yale School of
Management.
-13-
DENNIS M. WALCOTT was President and Chief Executive Officer of the New
York Urban League. For the past ten years, he had 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 supervised a staff of over 150
employees and 500 volunteers located in 17 sites throughout the five boroughs of
New York City. Mr. Walcott was 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 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. Due to his
appointment as a Deputy Mayor by Mayor Michael R. Bloomberg, Mr. Walcott
resigned from the Board of Directors effective December 31, 2001.
TERI WILLIAMS is employed as an Executive Vice President of Boston Bank
of Commerce. Ms. Williams is also a board member and a majority shareholder of
the Boston Bank of Commerce, the first interstate and third largest
African-American owned bank in the country. 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/Treasurer of Dimock
Community Health Center, Treasurer of UNICEF/New England and the Board of
Overseers for WGBH (public tv). Ms. Williams holds a B.A. with distinctions in
economics from Brown University and an M.B.A. with honors from the Harvard
Graduate School of Business Administration. Ms. Williams is married to Kevin
Cohee, also a Director of the Company.
STRAUSS ZELNICK is the founder of ZelnickMedia LLC, an investment and
advisory firm specializing in media and entertainment. From 1998 to 2000, Mr.
Zelnick was President and Chief Executive Officer of BMG Entertainment, a $4.7
billion music and entertainment unit of Bertelsmann A.G. BMG Entertainment
includes the record labels Arista, RCA, Windham Hill and Ariola, among many
others, as well as one of the largest music publishing companies in the world,
the world's largest record club and significant online activities, including a
joint partnership in GetMusic, which promotes artists and sells their music over
the Internet. 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 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, including On2.com, UGO Networks and Insignia
Financial Group. Mr. Zelnick holds a B.A. from Wesleyan University and J.D. and
M.B.A. degrees from Harvard University.
-14-
BOARD AND COMMITTEE MEETINGS
The Board of Directors of Carver holds regular meetings and special
meetings as needed. During fiscal 2001, the Board of Carver met nine times.
Other than David Hinds, Teri Williams and Strauss Zelnick, no director attended
fewer than 75%, in the aggregate, of the total number of Carver Board meetings
held while he or she was a member of the Board during fiscal 2001 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 Finance 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. The Executive Committee met one time
during fiscal 2001. Prior to his resignation from the Board in early fiscal
2001, Robert Franz was a member of the Executive Committee.
NOMINATING COMMITTEE. Prior to February 27, 2001, the Nominating
Committee consisted of Directors Robert Holland, Jr. (Chairman), Pazel G.
Jackson, Jr., and Deborah C. Wright and subsequent to February 27, 2001, the
Nominating Committee consists of Directors Robert Holland, Jr. (Chairman) and
Frederick O. Terrell. The Committee met three times during fiscal 2001.
The Nominating Committee of Carver met on December 2, 2001 to nominate
directors for election at the Annual Meeting. Only those nominations made by the
Nominating Committee 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) and Frederick O. Terrell. The Compensation
Committee 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 met one time
during fiscal 2001.
FINANCE AND AUDIT COMMITTEE. The Finance and Audit Committee of Carver
consists of Directors David L. Hinds (Chairman), Robert Holland, Pazel G.
Jackson and Frederick O. Terrell. The Finance and Audit Committee's 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.
-15-
The Finance and Audit Committee met 11 times during fiscal 2001.
REPORT OF THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
All members of the Finance and Audit Committee are independent as
defined in Section 121(A) of the American Stock Exchange's listing standards.
The Finance and 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 Finance and 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 2001 Annual Report on Form 10-K. The Finance
and 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 Finance and Audit Committee recommended to the Board of
Directors that the audited financial statements included in the Company's fiscal
2001 Annual Report on Form 10-K be included in that report.
FINANCE AND AUDIT COMMITTEE
David L. Hinds (Chairman)
Pazel G. Jackson, Jr.
Robert Holland
Frederick O. Terrell
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Carver's directors, other than the Chief Executive
Officer, receive $600 per meeting attended of Carver'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 Carver's or Carver Federal's Board of Directors or their
respective committees. Directors of Carver also serve as directors of Carver
Federal, but do not receive additional fees for service as directors of Carver
Federal. 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. 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
greater of $10.38 per share or 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
-16-
granted to such individual will automatically become exercisable. On February
27, 2001, the shareholders of Carver approved 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.
MANAGEMENT RECOGNITION PLAN. Carver maintains the MRP for the benefit
of its directors and certain key employees. 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 Carver and
Carver Federal. The overall compensation structure of Carver is aimed at
establishing a total compensation package that both rewards strong individual
and Carver 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
-17-
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's compensation
program on an ongoing basis in order to continue to offer a total compensation
package that provides incentives for strong individual performance and
performance of Carver and 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
Compensation 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.
Ms. Wright was awarded an annual bonus for fiscal 2001 of $30,550 in
cash and 1,817 shares of Common Stock under the MRP. Ms. Wright also received a
grant of stock options to purchase 30,000 shares of Common Stock under the
Option Plan. 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
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2001, the Compensation Committee consisted of Directors
Strauss Zelnick (Chairman) and Frederick O. Terrell. During fiscal 2001, 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.
-18-
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, 2001. 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]
SYMBOL CRSP TOTAL RETURNS INDEX FOR: 03/1996 03/1997 03/1998 03/1999 03/2000 03/2001
------ ----------------------------- ------- ------- ------- ------- ------- -------
[GRAPHIC OMITTED] Carver Bancorp, Inc. $100.0 $110.0 $169.6 $100.2 $100.6 $102.5
[GRAPHIC OMITTED] AMEX Stock Market (US Companies) 100.0 98.1 136.9 136.2 193.1 154.0
[GRAPHIC OMITTED] AMEX Stocks (SIC 6030-6039 100.0 122.0 172.8 125.3 100.7 154.0
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 03/29/1996.
Prepared by CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago.
-19-
SUMMARY COMPENSATION TABLE
The following table sets forth cash and noncash compensation for fiscal
2001 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 fiscal 2001 ("Named Executive
Officers"). No other officers received total compensation in excess of $100,000
in the fiscal 2001.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER RESTRICTED
ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITIONS YEAR ($) ($) (2) ($) (3) ($) (4) (#) ($) ($) (8)
--------- ---- --- ------- ------- ------- --- --- -------
Deborah C. Wright (1) 2001 235,000 30,550 -- 16,444 60,000 -- 35,075
President and Chief 2000 201,558 44,650 60,937 30,000 -- --
Executive Officer
Devon W. Woolcock(5) 2001 85,000 56,600(9) -- -- 6,000 -- --
Senior Vice President
and Chief of Retail
Banking
J. Kevin Ryan(5) 2001 93,269 9,325 -- 13,711 6,000 -- --
Senior Vice President
Chief Lending Officer
Walter T. Bond(6) 2001 100,000 10,000 -- 8,750 6,000 -- 12,308
Senior Vice President 2000 62,000 -- -- -- -- -- 10,052
1999 62,000 -- -- -- -- -- --
James Boyle (7) 2001 125,000 12,500 -- -- -- -- 1,730
Former Senior Vice 2000 31,250 -- -- 12,375 4,000 -- --
President and Chief
Financial Officer
- ----------------------
(1) Ms. Wright commenced employment on June 1, 1999.
(2) Ms. Wright's bonus for fiscal 2001 was not included in Carver's Form
10-K for fiscal 2001 because her bonus was not determined until October
2001.
(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) Includes amounts received under the MRP. When shares become vested and
are distributed, the recipient also receives an amount equal to
accumulated dividends and earnings thereon, if any. 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 annual
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. Ms.
Wright received a grant of 1,817 shares on September 18, 2001, which
were fully vested. The dollar amount in the table for this award is
based upon a closing price of $9.05 per share of Common Stock on
September 18, 2001, the award date, as reported on AMEX. Mr. Ryan
received a grant of 1,000 shares of restricted stock on June 25, 2000,
which vests in equal annual installments over a three-year period. The
dollar amount in the table for this award is based on the closing price
of $9.05 per share of Common Stock on the award date, as reported on
AMEX. Mr. Ryan received a grant of 515 shares of restricted stock on
September 18, 2001. The dollar amount in the table for this award is
based on the closing price of $9.05 per share of Common Stock on
September 18, 2001, the award date, as
FOOTNOTES CONTINUED ON NEXT PAGE.
-20-
reported on AMEX. Pursuant to their employment letter agreements,
Messrs. Boyle and Bond each received 1,000 shares of restricted stock.
Messrs. Boyle and Bond received their awards on January 10, 2000 and
December 10, 2000, respectively, each of which vest in three equal
annual installments such that each first installment is vested on the
first anniversary of the respective grant date (except in the case of
Mr. Bond, which, first installment vested on March 31, 2001). The
restricted stock award amounts attributed to Messrs. Boyle and Bond are
based on the closing prices on January 10, 2000 which was $10.25 and
the closing price on December 8, 2000 which was $8.875.
(5) Mr. Woolcock commenced employment on July 17, 2000. Mr. Ryan commenced
employment on June 26, 2000.
(6) Mr. Bond's employment with Carver ceased on December 31, 2001.
(7) Mr. Boyle's employment with Carver commenced on January 31, 2000 and
ceased on May 25, 2001.
(8) Includes Carver Bank's contributions on behalf of the executive officer
to the 401(k) Plan and the ESOP. Shares allocated under the ESOP to the
named executive officers were as follows: Ms. Wright, 2,287 for the
year ended March 31, 2000 and Mr. Bond, 886 and 604 for the years ended
March 31, 2000 and March 31, 1999, respectively. The amount represented
above of shares allocated under the ESOP were determined based upon the
acquisition cost of shares by the ESOP of $10.00. Also includes
matching contributions under the 401(k) Plan for Mr. Boyle in the
amount of $1,730.79 for 2001, for Ms. Wright in the amount of $5,250.04
for 2000 and for Mr. Bond in the amount of $4,012.68 in 1999 and
$3,439.44 in 2000. Includes premiums paid by Carver on life insurance
policies for Ms. Wright during fiscal 2001 in the amount of $3,582, and
the cash surrender value of $3,373 under one of the policies.
(9) Includes one-time payment under the letter employment agreement to
compensate for benefits from his previous employer that were forfeited.
EMPLOYMENT AGREEMENTS
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 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. In September 2001, Ms. Wright's employment
agreements were extended for an additional year.
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.
-21-
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.
LETTER AGREEMENTS. The Company has entered into letter employment
agreements with each of Messrs. Bond, Boyle, Ryan and Woolcock (each an
"Executive"). Generally, each letter employment agreement (each, a "Letter
Agreement") provides for "at-will" employment and compensation in the form of
base salary, annual discretionary bonus, stock options, restricted stock and, in
one instance, a one-time payment. The annual base salary amount for Mr. Bond is
$100,000, and the annual base salary for each of Messrs. Boyle, Ryan and
Woolcock is $125,000. Messrs. Bond, Boyle, Ryan and Woolcock received stock
options to purchase 4,000 shares of common stock, such options vesting in three
equal annual installments such that the first installment vested at the end of
the first year of employment (except in the case of Mr. Bond, which first
installment vested on March 31, 2001). Messrs. Bond, Ryan and Boyle were each
granted 1,000 shares of restricted stock under the Letter Agreement, which vest
in three equal installments such that the first installment vests at the end of
the first year of employment (except in the case of Mr. Bond, which first
installment vested on March 31, 2001). Mr. Woolcock received a one-time payment
of $48,000 after completion of three months of employment.
PENSION PLAN
PENSION PLAN. The Bank maintains the Carver Federal Savings Bank
Retirement Income Plan, a noncontributory, tax-qualified defined benefit plan
(the "Pension Plan"). The Pension Plan was amended such that future benefit
accrual ceased as of December 31, 2000. Since that
-22-
date no new participants were eligible to enter into the Pension Plan, and
participants as of such date have not been credited with additional years of
service or increased compensation.
The following table sets forth the estimated annual benefits that would
be payable under the Pension Plan in the form of a single life annuity before
reduction for the social security amount upon retirement at the normal
retirement date. The amounts are expressed at various levels of compensation and
years of service.
YEARS OF CREDITED SERVICE
FINAL EARNINGS(1) 15 20 25 30 35
- ----------------- -- -- -- -- --
$ 100,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000
150,000 75,000 75,000 75,000 75,000 75,000
200,000(2) 100,000 100,000 100,000 100,000 100,000
250,000(2) 125,000 125,000 125,000 125,000 125,000
300,000(2) 150,000 150,000 150,000 150,000 150,000
350,000(2) 175,000 175,000 175,000 175,000 175,000
400,000(2) 200,000 200,000 200,000 200,000 200,000
- --------------------
(1) Final earnings equal the average of the participant's highest three
consecutive calendar years of taxable compensation during the last 10 full
calendar years of employment prior to termination, or the average of the
participant's annual compensation over his or her total service, if less.
(2) Under Section 401(a)(17) of the Code, a participant's compensation in
excess of $170,000 (as adjusted to reflect cost-of- living increases) is
disregarded for purposes of determining final earnings. The amounts shown
in the table include the supplemental retirement benefits payable to Ms.
Wright under her employment agreement to compensate for the limitation on
includible compensation.
Participants become 100% vested after five years of service, death or
termination of the Pension Plan, regardless of the participant's years of
service. As of December 31, 2000, only Ms. Wright and Mr. Bond were participants
in the Pension Plan. For purposes of determining benefits under the Pension
Plan, Ms. Wright's final earnings (as defined) counted under the Pension Plan
were $244,813, and her credited service was 1 year and 7 months. Mr. Bond's
final earnings counted under the Pension Plan were $63,881, and his credited
service was 8 years and 5 months.
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
-23-
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 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, Mr. Woolcock, Mr. Ryan and Mr. Bond
during fiscal 2001.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL AT ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/ STOCK PRICE APPRECIATION
UNDERLYING SARS GRANTED EXERCISE OF FOR OPTION TERM
OPTION/SARS TO EMPLOYEES BASE PRICE ---------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE 5% ($) 10% ($)
---- ----------- -------------- ------ --------------- ------ -------
Deborah C. Wright(1) 30,000 65.22% 8.210 5/31/10 154,897 392,539
Devon W. Woolcock 4,000 8.7% 9.143 6/19/10 22,997 58,286
J. Kevin Ryan 4,000 8.7% 8.894 6/7/10 22,373 56,699
Walter T. Bond(2) (3) 4,000 8.7% 8.769 12/9/10 22,059 55,902
- -----------------
(1) Option awards 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 the employee remains in
employment as of the applicable anniversary date. None of the options were
granted in tandem with any stock appreciation rights.
(2) Mr. Bond's employment with Carver ceased on December 31, 2001.
(3) Does not include any grants of stock options made after the end of the
fiscal year ending March 31, 2001 even if grants were made for such fiscal
year.
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, 2001. 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
$8.87 per share.
-24-
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 (#) $ (1)
NAME (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --- --- ------------------------- -------------------------
Deborah C. Wright - - 20,000/40,000 14,900/27,250
Devon W. Woolcock - - 0/4,000 -
J. Kevin Ryan - - 0/4,000 -
Walter T. Bond - - 1,745/2,771 415/385
James Boyle - - 1,333/2,667 -
- ---------------------
(1) The value of in-the-money options represents the difference between the
fair market value of the Common Stock of $8.87 per share as of March 31,
2001, and the exercise price per share of the options. All 30,000 of the
options granted to Ms. Wright on June 1, 1999, have an exercise price of
$8.125 per share, and 20,000 were exercisable as of March 31, 2001. All
30,000 of the options granted to her on June 1, 2000 have an exercise price
of $8.210 per share and none were exercisable as of March 31, 2001. All
options granted to Mr. Boyle were not in-the-money as of March 31, 2001.
Mr. Boyle terminated his employment with the Company on May 25, 2001, and
all unexercisable options indicated above were forfeited. All options
granted to Mr. Woolcock have an exercise price of $9.143 per share and were
not in-the-money as of March 31, 2001. Mr. Ryan was granted 4,000 options
on June 8, 2000, with an exercise price of $8.894, none of which was
exercisable on March 31, 2001. Mr. Bond was granted 516 options on August
20, 1996, with an exercise price of $8.25. 412 of the options were
exercisable on March 31, 2001, and all of the 516 options were in-the-money
as of such date. Mr. Bond also was granted 4,000 options on December 10,
2000, with an exercise price of $8.769, 1,333 of the options were
exercisable as of March 31, 2001, and all 4,000 were in-the-money as of
such date.
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.
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
-25-
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 Linda J. Dunn and one Form 3 by Frank
Deaton upon first becoming executive officers of Carver Federal, and one Form 4
"Statement of Changes of Beneficial Ownership of Securities" by Frank Deaton.
-26-
=====================
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, 2002,
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.
- --------------------------------------------------------------------------------
==================================
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 26, 2002, 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
-27-
stockholders held at a time other than within the time periods set forth in the
immediately preceding clause, 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 Secretary of Carver
shall set forth such information as required by the Bylaws of Carver. Nothing in
this 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, 2001, containing financial statements as of March 31, 2001 and March 31,
2000 and for each of the years in the three-year period ended March 31, 2001
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, 2001.
Carver has filed with the SEC an annual report on Form 10-K for fiscal
2001. Stockholders may obtain, free of charge, a copy of such annual report
(excluding exhibits) by writing to Linda J. Dunn, Senior Vice President and
Corporate 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/ Linda J. Dunn
-----------------------------------
Linda J. Dunn
Senior Vice President and Secretary
New York, New York, January 25, 2002
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.
-28-
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 26,
2002.
The undersigned stockholder of Carver Bancorp, Inc. hereby appoints
Linda Dunn, J. Kevin Ryan and Devon W. Woolcock, 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 15, 2002 at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 10:00 a.m. on February 26, 2002, 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 AND FOR THE PROPOSAL IN ITEM 2.
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
NOMINEES" IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2
- -------------------------------------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. 2. Ratification of the appointment of KPMG
Nominees: LLP as independent auditors for the fiscal
David L. Hinds year ending March 31, 2002.
Pazel G. Jackson, Jr., and FOR AGAINST ABSTAIN
Deborah C. Wright | | | | | |
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY If any other matters properly come before
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN the Annual Meeting, including, among other
THE SPACE PROVIDED. things, a motion to adjourn or postpone
------------------------- the Annual Meeting to another time and/or
FOR all WITHHOLD for all place for the purpose of soliciting
Nominees | | Nominees | | 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.
- -------------------------------------------------------------------------------------------------------------
I WILL ATTEND THE ANNUAL MEETING
The undersigned hereby acknowledge receipt of
the Notice of Annual Meeting of Stockholders and
the Proxy Statement for the Annual Meeting.
__________________________________________
__________________________________________
Signature(s)
__________________________________________
Title
Dated: __________________________________, 2002
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 25, 2002
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 26, 2002 ("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 (collectively, "Participants")
with respect to the Common Stock allocated to their accounts in the ESOP as of
January 15, 2002.
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 15, 2002 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 16, 2002, 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.
(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.
If you do not file the Voting Instruction by February 16, 2002 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 the Voting
Instruction, please call the Human Resources Department of the Bank at (212)
876-4747.
Sincerely,
CARVER BANCORP, INC. EMPLOYEE
STOCK OWNERSHIP PLAN COMMITTEE
Enclosures
CARVER BANCORP, INC.
CONFIDENTIAL VOTING INSTRUCTION
This Confidential Voting 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 26, 2002.
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 15, 2002 (the "Record Date") at the
February 26, 2002 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 25, 2002, 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 25, 2002.
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 16, 2002.
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 THE ELECTION OF THE NOMINEES LISTED IN ITEM 1 AND FOR
THE PROPOSAL IN ITEM 2.
------------------------------------------------
PARTICIPANT
- -------------------------------------------------------------------------------------------------------------
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK.
- -------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL
NOMINEES" IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2
- -------------------------------------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. 2. Ratification of the appointment of KPMG
Nominees: LLP as independent auditors for fiscal
David L. Hinds year ending March 31, 2002.
Pazel G. Jackson, Jr., and FOR AGAINST ABSTAIN*
Deborah C. Wright | | | | | |
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY If any other matters properly come before
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN the Annual Meeting, including, among other
THE SPACE PROVIDED. things, a motion to adjourn or postpone
------------------------- the Annual Meeting to another time and/or
FOR all WITHHOLD for all place for the purpose of soliciting
Nominees | | Nominees | | 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 25, 2002, a Notice of
Annual Meeting of Stockholders of Carver
Bancorp, Inc., a Proxy Statement for the Annual
Meeting, and an Annual Report for the fiscal
year ended March 31, 2001.
__________________________________________
Signature
__________________________________________
Title
Dated: _____________________________, 2002
Please date and sign exactly as your name
appears on this instruction and return in the
enclosed envelope. If acting as an 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 25, 2002
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 26,
2002 ("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 15,
2002.
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 15, 2002 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 16, 2002, 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 16, 2002 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 the
Voting Instruction, please call the Human Resources Department of the Bank at
(212) 876-4747.
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
Bancorp, Inc. 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 26, 2002.
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 HSBC Bank (USA), as
the trustee of the 401(k) Plan ("401(k) Plan Trustee"), which instructions will
be taken into account by the 401(k) Plan 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 401(k) Plan Trustee, in its capacity as 401(k) Plan Trustee, as
of January 15, 2002 (the "Record Date") at the February 26, 2002 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 25, 2002, the 401(k) Plan Trustee will vote the common stock of Carver
Bancorp, Inc. held by the 401(k) Plan Trust to reflect the voting instructions
on this Confidential Voting Instruction, in the manner described in the
accompanying letter from the Committee dated January 25, 2002. As to other
matters which may properly come before the Annual Meeting, the 401(k) Plan
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 401(k) Plan 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 16, 2002.
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 THE ELECTION OF THE NOMINEES LISTED IN ITEM 1 AND FOR
THE PROPOSAL IN ITEM 2.
------------------------------------------------
PARTICIPANT
- -------------------------------------------------------------------------------------------------------------
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK.
- -------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL
NOMINEES" IN ITEM 1 AND "FOR" THE PROPOSAL IN ITEM 2
- -------------------------------------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. 2. Ratification of the appointment of KPMG
Nominees: LLP as independent auditors for fiscal
David L. Hinds year ending March 31, 2002.
Pazel G. Jackson, Jr., and FOR AGAINST ABSTAIN*
Deborah C. Wright | | | | | |
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY If any other matters properly come before
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN the Annual Meeting, including, among other
THE SPACE PROVIDED. things, a motion to adjourn or postpone
------------------------- the Annual Meeting to another time and/or
FOR all WITHHOLD for all place for the purpose of soliciting
Nominees | | Nominees | | 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 401(k) Plan
Trustee to vote in accordance with the voting
instructions indicated above and hereby
acknowledges receipt of the letter from the
Committee dated January 25, 2002, a Notice of
Annual Meeting of Stockholders of Carver
Bancorp, Inc., a Proxy Statement for the Annual
Meeting, and an Annual Report for the fiscal
year ended March 31, 2001.
__________________________________________
Signature
__________________________________________
Title
Dated: _____________________________, 2002
Please date and sign exactly as your name
appears on this instruction and return in the
enclosed envelope. If acting as an 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.