EXHIBIT 23.3
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Consent of Radics & Co., LLC
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement
on Form S-8 of Carver Bancorp, Inc., of our report dated May 12, 1995, relating
to the consolidated statements of financial condition of Carver Federal Savings
Bank and subsidiary as of March 31, 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each of
the years in the two-year period ended March 31, 1995, which report is
incorporated by reference in the March 31, 1996 Annual Report on Form 10-K of
Carver Bancorp, Inc.
/s/ Radics & Co., LLC
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Radics & Co., LLC
(formerly Stephen P. Radics & Co.)
Pine Brook, New Jersey
March 19, 1997
EXPLANATORY NOTE
This registration statement includes or is deemed to include two forms of
prospectus: one to be sent or given to certain participants (the "Participant
Prospectus") in the Carver Bancorp, Inc. Management Recognition Plan ("Plan")
pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of
1933, as amended ("Securities Act"), and one to be used in connection with
certain reoffers and resales (the "Resale Prospectus") of shares of Common
Stock, par value $0.01 per share, of Carver Bancorp, Inc. by participants in the
Plan, as contemplated by Instruction C to Form S-8 under the Securities Act. The
form of Participant Prospectus has been omitted from this registration statement
as permitted by Part I of Form S-8. The form of Resale Prospectus is included
herein immediately following this page.
CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)
ITEMS REQUIRED BY PART I OF FORM S-3
S-3 ITEM PROSPECTUS HEADING
1. Forepart of Registration Statement and Front Cover Page of Prospectus;
Outside Front Cover Page of Prospectus this Cross-Reference Sheet
2. Inside Front and Outside Back Cover Pages Available Information;
of Prospectus Incorporation of Certain Documents
by Reference; Table of Contents
3. Summary Information, Risk Factors and Available Information; Risk Factors
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Legal Opinions; Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Documents by Incorporation of Certain Documents
Reference by Reference
13. Disclosure of Commission Position on Indemnification of Directors and
Indemnification for Securities Act Liabilities Officers
PROSPECTUS
CARVER BANCORP, INC.
69,431 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
OFFERED OR TO BE OFFERED BY CERTAIN SELLING SHAREHOLDERS OF
CARVER BANCORP, INC. FOLLOWING THEIR ACQUISITION UNDER THE
CARVER BANCORP, INC. MANAGEMENT RECOGNITION PLAN
Certain holders of Carver Bancorp, Inc. (the "Company") common
stock ("Common Stock") may offer, from time to time, up to 69,431 shares of
Common Stock which they acquired under the Carver Bancorp, Inc. Management
Recognition Plan ("Plan"). The shares may be sold directly by the holder to
purchasers or may be given by the holder to donees, such as members of the
holder's family or charitable organizations, and then sold by the donee to the
purchasers. Sales may occur through the facilities of the National Association
of Securities Dealers Automated Quotation ("Nasdaq") National Market System, on
which the shares are quoted, or may occur privately.
This Prospectus relates to 69,431 authorized shares of Common Stock
reserved for issuance under the Plan. In addition, this Prospectus covers an
indeterminate number of additional shares of Common Stock that, by reason of
certain events specified in the Plan, may be acquired by the selling
shareholders under the Plan. Such shares are, at the date hereof, either
unissued shares or are held as treasury stock by the Company. It is suggested
that this Prospectus be retained for future reference. THIS PROSPECTUS CONTAINS
A DISCUSSION OF MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF SHARES OF THE
COMPANY. SEE "RISK FACTORS" AT PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR
THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY
OTHER GOVERNMENT AGENCY.
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The date of this prospectus is March 21, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as to particular dates, concerning
directors and officers, their remuneration, options granted to them, the
principal holders of the Company's Common Stock, and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the Commission. Such
reports, proxy statements, and other information can be inspected and copied at
the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street
N.W., Washington, D.C. 20549; at Public Reference Facilities in the Chicago
Regional Office, 500 West Madison Street, Chicago, Illinois 60661; and at the
New York Regional Office in Five World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates.
The Company's Common Stock is traded in the over-the-counter market and is
quoted on the Nasdaq National Market System. Reports, proxy material and other
information concerning the Company may also be inspected at the offices of the
National Association of Securities Dealers, 1735 K Street N.W., Washington D.C.
20006-1500.
The Company has filed with the Commission in Washington D.C.,
a Registration Statement under the Securities Act of 1933, as amended, with
respect to the securities to which this prospectus relates. As permitted by the
rules and regulations of the Commission, this prospectus does not contain all
the information set forth in the Registration Statement, including the exhibits
thereto, which may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the Company's
Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1996,
September 30, 1996 and December 31, 1996, filed by the Company pursuant to
Section 13 of the Exchange Act. The description of the class of securities
offered under the Plan is described in the Registration Statement on Form S-4,
and any amendments thereto, filed with the Commission by the Company on June 7,
1996. Such description is incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13,
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities made hereby are
incorporated herein by reference, and such documents shall be deemed to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any
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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests shall be directed to Raymond L.
Bruce, Esq., Vice President, Corporate Counsel and Secretary, Carver Bancorp,
Inc., 75 West 125th Street, New York, New York 10027-4512. Telephone requests
may be directed to (212) 876-4747.
The principal executive offices of the Company are located at
75 West 125th Street, New York, New York 10027-4512. The telephone number at
such offices is (212) 876- 4747.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in deciding
whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.
The Company is the holding company for Carver Federal Savings
Bank (the "Bank"), a savings institution. The Company's results of operations
are derived almost entirely from the operations of the Bank and are heavily
dependent on its net interest income. Net interest income is the difference
between the interest income on earning assets -- such as loans, mortgage-backed
and mortgage-related securities and investment securities -- and the interest
expense on interest-bearing liabilities, such as deposits and other borrowings.
The Bank's net interest income, the primary component of its net income, is
subject to substantial risk due to changes in interest rates, particularly if
there is a substantial variation in the timing between the repricing of its
assets and the liabilities which fund them. At March 31, 1996, the Bank's total
interest-bearing liabilities maturing or repricing within one year exceeded its
total earning assets maturing or repricing in the same time period by $97,608,
representing a one-year interest rate sensitivity gap as a percentage of total
assets of positive 28.14%. As a result of the Bank's positive gap position,
the Bank's net interest income could be adversely affected by falling interest
rates, and positively affected by rising interest rates.
Increases in the level of interest rates may adversely affect the value
of the Bank's debt securities and other earning assets and the ability to
realize gains on the sale of such assets. Generally, the value of fixed rate
instruments fluctuates inversely with changes in interest rates. As a result,
increases in interest rates could result in decreases in the carrying value of
interest-earning assets which could adversely affect the Bank's results of
operations if sold or, in the case of interest-earning assets classified as
available for sale, the Bank's equity if retained. Increases in interest rates
also can affect the type (fixed-rate or adjustable-rate) and amount of loans
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originated by the Bank and the average life of loans and securities, which can
adversely impact the yields earned on the Bank's loan and securities portfolio.
MARKET AREA AND COMPETITION.
The Bank's primary market area for deposits consists of the areas
served by its eight branches, and the Bank considers its lending market to
include Bronx, Kings, New York, Queens and Richmond counties, together
comprising New York City, and Lower Westchester and Nassau Counties, New York.
The Bank's branches are primarily located in economically disadvantaged areas of
New York City, which have traditionally been characterized by high unemployment,
low income and low levels of home ownership. The majority of the Bank's branches
are located in areas where the number of persons below the poverty line is
greater than 27% of the population and constitutes as much as 41% of the
population in some areas according to 1990 census figures. The number of persons
on some form of public assistance exceeds 30% of the population in these areas
according to the same census. Although the New York metropolitan area enjoys a
fairly diversified economy, the manufacturing base which has traditionally
provided jobs to residents of the communities served by the Bank has been
steadily shrinking, and the other sectors of the economy have failed to provide
comparable employment opportunities. The New York metropolitan area has also
recently experienced an economic downturn which raised general unemployment
rates throughout the region and which particularly affected the communities
served by the Bank. Although the New York metropolitan area is generally
believed to have begun recovering from the downturn, the communities served by
the Bank have historically lagged in such recoveries.
Additionally, the area experienced a general decline in real
estate values, particularly in commercial properties and land, as well as in the
cooperative and condominium markets, as represented by appraisals available at
that time that reflected sharp decreases in property values. These factors
contributed to a significant decline in the Bank's asset quality in 1991 and
1992. During the past three years, the Bank's expanded loan work-out/resolution
efforts have successfully contributed toward reducing non-performing assets to
manageable levels. Although there are a number of encouraging signs in the local
economy and the Bank's real estate markets, it is unclear how these factors will
affect the Bank's asset quality in the future.
These negative trends have stabilized somewhat in more recent
periods. Although the Bank continues to emphasize one- to four-family
residential loans, the economic conditions affecting the Bank's market areas and
rises in interest rates during the second half of 1994 resulted in reduced loan
demand. During these periods of reduced loan demand, the Bank increased its
emphasis on investing principally in mortgage-backed securities to maintain
management's strategy of asset growth. More recently, however, decreases in
interest rates coupled with the Bank's new wholesale loan programs with area
brokers and mortgage bankers have resulted in increased loan demand. If current
economic conditions deteriorate and loan demand weakens, no assurances can be
made that the Bank will be able to sustain or increase its level of originations
of mortgage loans in its local market areas. There can be no assurances that
conditions in the regional economy, national economy or real estate market in
general will not deteriorate. A weakness or deterioration in the economic
conditions of the Bank's primary
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lending area in the future may result in the Bank experiencing increases in
non-performing loans and non-performing assets. Such increases would likely
result in higher provisions for possible loan losses, reduced levels of earning
assets, which would lower the level of net interest income, and possibly result
in higher levels of other real estate owned expense.
Although the Bank's branches are located in areas that have been
historically undeserved by other financial institutions, the Bank is facing
increasing competition for deposits and residential mortgage lending in its
immediate market areas. Management believes that this competition has become
more intense as a result of an increased examination emphasis by federal banking
regulators on financial institutions' fulfillment of their responsibilities
under the Community Reinvestment Act. Many of the Bank's competitors have
substantially greater resources than the Bank and offer a wider array of
financial services and products than the Bank. The Bank believes that it can
compete with these institutions by offering a competitive range of services as
well as through the personalized attention and community commitment which has
always been the Bank's hallmark.
DIVERSIFIED LENDING RISK.
The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by owner occupied one- to four-family residences,
and, to a lesser extent, multi-family residences, commercial real estate and
construction and land loans. Multi-family, commercial real estate, construction
and land development, and consumer and other loans are generally considered to
involve a higher degree of credit risk than one- to four-family residential
mortgage loans. In particular, multi-family and commercial real estate lending
typically involves higher loan amounts, and the repayment of such loans
generally depends on income produced by the property being sufficient to cover
operating expenses and debt service. Due to circumstances outside the borrower's
control, income from the property as well as its market value can be adversely
affected. Consumer loans involve higher degrees of credit risk due to their
historically higher delinquency rates, the depreciating value of property
securing certain of these loans and the unsecured nature of certain other types
of consumer loans.
RECAPITALIZATION OF THE SAIF; SAIF ASSESSMENTS; AND SPECIAL ASSESSMENT
For the first three quarters of 1996, SAIF-insured institutions paid
deposit insurance assessment rates of $0.23 to $0.31 per $100 of deposits. In
contrast, institutions insured by the FDIC's Bank Insurance Fund (the "BIF")
that were well capitalized and without any significant supervisory concerns paid
the minimum annual assessment of $2,000, and all other BIF-insured institutions
paid deposit insurance assessment rates of $0.03 to $0.27 per $100 of deposits.
In response to the disparity between the SAIF and BIF assessments, the
Deposit Insurance Funds Act of 1996 ("Funds Act") was enacted on September 30,
1996. The Funds Act amended the Federal Deposit Insurance Act (the "FDIA") in
several ways to recapitalize the SAIF and reduce the disparity in the assessment
rates for the BIF and the SAIF. The Funds Act authorized the FDIC to impose a
special assessment on all institutions with SAIF-assessable deposits in the
amount necessary to recapitalize the SAIF. As implemented by the FDIC,
institutions with SAIFassessable deposits were assessed a special assessment,
subject to adjustment, of 65.7 basis
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points per $100 of the institution's SAIF-assessable deposits. The special
assessment was payable on November 27, 1996. The Funds Act provides that the
amount of the special assessment will be deductible for federal income tax
purposes for the taxable year in which the special assessment is paid. Based on
the foregoing, the Bank recorded an accrual for the special assessment of $1.6
million at September 30, 1996. The impact on operations, net of related tax
effects, reduced reported earnings by $893,000 for the quarter ended September
30, 1996.
As a result of the Funds Act, the SAIF was recapitalized in the last
quarter of 1996, and the FDIC reduced the assessment rates for the SAIF. For the
semi-annual period beginning January 1, 1997, the SAIF assessment rates range
from 0 to 27 basis points, which is the same as the schedule of assessment rates
for the BIF. The Funds Act also expanded the assessment base for the payments on
the bonds ("FICO bonds") issued in the late 1980s by the Financing Corporation
to recapitalize the now defunct Federal Savings and Loan Insurance Corporation
to include the deposits of both BIF- and SAIF-insured institutions beginning
January 1, 1997. Until December 31, 1999, or such earlier date on which the last
savings association ceases to exist, the rate of assessment for the FICO
payments imposed on BIF-assessable deposits will be one-fifth of the rate
imposed on SAIF-assessable deposits. The annual rate of assessments for the
payments on the FICO bonds for the semi-annual period beginning on January 1,
1997 will be 0.0130% for BIF-assessable deposits and 0.0648% for SAIF-assessable
deposits.
The Funds Act also provides for the merger of the BIF and SAIF on
January 1, 1999, with such merger being conditioned upon the prior elimination
of the thrift charter. The Secretary of the Treasury is required to conduct a
study of relevant factors with respect to the development of a common charter
for all insured depository institutions and abolition of separate charters for
banks and thrifts and to report the Secretary's conclusions and findings to the
Congress on or before March 31, 1997. Two bills have been introduced in Congress
to eliminate the federal thrift charter, with one requiring the federal thrift
to convert to a bank charter and the other giving the federal thrift the option
to convert to a national or state chartered bank or to a state savings and loan
association, but no determination has been made as to the enactment of either
bill.
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.
The Bank is subject to extensive regulation, examination, and
supervision by the OTS, as its chartering agency, and the FDIC, as its deposit
insurer. The Bank's deposit accounts are insured up to applicable limits by the
SAIF administered by the FDIC, and it is a member of the FHLB of New York. The
Bank must file reports with the OTS and the FDIC concerning its activities and
financial condition, and it must obtain regulatory approvals prior to entering
into certain transactions, such as mergers with, or acquisitions of, other
depository institutions. The OTS and the FDIC conduct periodic examinations to
assess the Bank's compliance with various regulatory requirements. This
regulation and supervision establishes a comprehensive framework of activities
in which a savings association can engage and is intended primarily for the
protection of the insurance fund and depositors. The Company, as a savings
association holding company, is also required to file certain reports with, and
otherwise comply with, the rules and regulations of the OTS and of the
Securities and Exchange Commission (the "SEC") under the federal securities
laws.
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The OTS and the FDIC have significant discretion in connection with
their supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change in such
policies, whether by the OTS, the FDIC, or the Congress, could have a material
adverse impact on the Company, the Bank, and the operations of both.
Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking agencies:
the OTS, the FDIC, the Office of the Comptroller of the Currency and the Board
of Governors of the Federal Reserve System. The outcome of efforts to effect
regulatory consolidation is uncertain. Therefore, the Company is unable to
determine the extent to which legislation, if enacted, would affect its
business.
CERTAIN ANTI-TAKEOVER PROVISIONS.
PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING
INSTRUMENTS. Certain provisions of the Company's Certificate of Incorporation
and Bylaws, particularly a provision limiting voting rights, and the Bank's
Federal Stock Charter and Bylaws, as well as certain federal and state
regulations, assist the Company in maintaining its status as an independent
publicly owned corporation. These provisions provide for, among other things,
supermajority voting, staggered boards of directors, noncumulative voting for
directors, limits on the calling of special meetings of stockholders, limits on
the ability to vote Common Stock beneficially owned in excess of 10% of
outstanding shares, and certain uniform price provisions for certain business
combinations. The voting limitation is applicable to persons, together with
affiliates of and persons acting in concert with such persons, who hold
revocable proxies if the shares of Common Stock represented by the revocable
proxies are deemed beneficially owned by such persons and exceed the limit.
These provisions in the Bank's and the Company's governing instruments may
discourage potential proxy contests and other potential takeover attempts,
particularly those which have not been negotiated with the Board of Directors,
and thus, generally may serve to perpetuate current management.
In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined generally as a person
with 15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined in the DGCL) with a Delaware corporation for
three years following the date such person became an interested stockholder.
The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares owned by
directors who are also officers and by certain employee stock plans or (iii) on
or subsequent to the date the stockholder becomes an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders, and not by written consent, by the
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affirmative vote of the holders of at least two-thirds of the outstanding voting
stock entitled to vote thereon, excluding shares owned by the interested
stockholder.
The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed subsequent to the
public announcement of, and prior to the consummation or abandonment of, certain
mergers, sales of a majority of the corporation's assets or tender offers for
50% or more of the corporation's voting stock. The DGCL allows corporations to
elect not to be subject to the provisions of the DGCL. The Company has not so
elected.
In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the federal banking
laws may be imposed upon acquirors of the Company's Common Stock, including
restrictions that would require regulatory approval prior to any such
acquisition.
PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment
agreements with certain management officials, the Bank's severance policy and
certain provisions of the Company's stock option plans and recognition and
retention plans provide for benefits and cash payments in the event of a change
in control of the Company or the Bank. The Company's Employee Stock Ownership
Plan, stock option plans and recognition and retention plans also provide for
accelerated vesting in the event of a change in control. These provisions may
have the effect of increasing the cost of acquiring the Company, thereby
discouraging future attempts to take over the Company or the Bank.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS. Directors
and executive officers of the Bank and the Company currently hold or control the
voting of approximately 7% of the shares of Common Stock outstanding either
through direct ownership or through participation in employee benefit plans
maintained by the Company or the Bank that hold the Company's Common Stock.
Management's potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80% supermajority
vote. As a result, these provisions may preclude takeover attempts that certain
stockholders may deem to be in their best interest and may tend to perpetuate
existing management.
USE OF PROCEEDS
The shares will be offered by certain employees or former
employees of the Company and the Bank who are present or former participants in
the Plan, or their beneficiaries, for their personal accounts, and the proceeds
from such sale will be used by them for their personal benefit. The Company will
not receive any portion of the payment for the shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions) prevailing at
the time of the sale in the case
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of transactions on the Nasdaq National Market System and negotiated prices
related to market prices in private negotiated transactions not on any
securities exchange.
SELLING SECURITY HOLDERS
The persons selling shares of the Company's Common Stock
offered hereby will be participants or former participants in the Carver
Bancorp, Inc. Management Recognition Plan. Participants in the Plan include the
following persons, who are affiliates of the Company, as that term has been
defined by the Commission:
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NUMBER OF NUMBER OF PERCENTAGE
NUMBER OF SHARES SHARES TO OF CLASS TO
POSITION AT COMPANY SHARES COVERED BY BE HELD BE OWNED
SELLING OR AFFILIATES WITHIN BENEFICIALLY THIS AFTER AFTER
SHAREHOLDER THE PAST THREE YEARS OWNED(1)(2) PROSPECTUS(2) OFFERING(3) OFFERING(4)
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Thomas L. Clark, Jr. President and Chief 54,557 17,357 37,200 2.4%
Executive Officer
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Biswarup Mukherjee Executive Vice 27,825 10,415 17,410 1.2%
President and Chief
Financial Officer
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Raymond L. Bruce Senior Vice President 11,279 3,471 7,808 *
and Corporate Counsel
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David R. Jones Chairman of the Board, 12,914 3,471 9,443 *
Director
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M. Moran Weston, Vice Chairman of the 17,122 5,207 11,915 *
Ph.D. Board, Director
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David N. Dinkins Director 4,700 1,000 3,700 *
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Linda H. Dunham Director 3,500 1,000 2,500 *
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Richard T. Greene Director 19,122 5,207 13,915 *
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Herman Johnson Director 10,714 3,471 7,243 *
========================================================================================================
(1) Beneficial ownership in this table includes (a) the number of shares
of the Company's Common Stock which such person has the right to acquire by the
exercise of stock options, whether or not the stock options are vested as of
March 17, 1997, (b) the number of shares held in such person's name in trust or
otherwise under all of the Company's employee benefit plans and (c) the number
of shares as to which such person shares voting and investment power.
(2) Represents shares granted as of March 17, 1996, which is the most
recent date as of which such information is available.
(3) Assumes that all shares presently owned and hereafter acquired under
the Plan are sold.
(4) Percentage with respect to each person has been calculated on the
basis of 2,314,275 shares of the Company's Common Stock outstanding as of
February 12, 1997 as reported to the Commission on Form 10Q. (*) denotes less
than 1% of outstanding Common Stock.
PLAN OF DISTRIBUTION
The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time to time in
private transactions. The Company does not expect to bear the expense of such
sales.
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LEGAL OPINIONS
The legal status of the shares of the Company's Common Stock
offered hereby will be passed upon for the Company by Thacher Proffitt & Wood,
New York, New York.
EXPERTS
Not Applicable.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("DGCL") and by the Certificate of
Incorporation of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, will be indemnified and held harmless by the Registrant to
the fullest extent authorized by the DGCL. Such indemnification shall apply
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent. Such indemnification shall be against
all expenses, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered in connection with the proceeding. This right to
indemnification includes, to the extent permitted by the DGCL, the right to be
paid by the Registrant the expenses incurred in defending any such proceeding in
advance of its final determination.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the DGCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance
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coverage for all directors and officers of the Company and its subsidiaries
through First Monetary Mutual Limited for a one-year policy term ending January
2, 1998.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Registrant has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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No person has been authorized to give any
information or to make any representation not
contained in this Prospectus in connection with
the offer made by this Prospectus, and, if
given or made, such information or
representation must not be relied upon as
having been authorized by the Company
Neither the delivery of this Prospectus nor any
sale made hereunder shall under any
circumstances create an implication that there
has been no change in the affairs of the
Company since the date hereof or that the
information contained in this Prospectus is
correct as of any date subsequent to the date
of this Prospectus. This Prospectus does not
constitute an offer or a solicitation of an offer
to buy any of the securities offered hereby in
any jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction.
TABLE OF CONTENTS
AVAILABLE INFORMATION...................................... 2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE............................................... 2
RISK FACTORS............................................... 3
USE OF PROCEEDS............................................ 10
DETERMINATION OF
OFFERING PRICE............................................. 10
SELLING SECURITY HOLDERS................................... 10
PLAN OF DISTRIBUTION ...................................... 11
LEGAL OPINIONS............................................. 11
EXPERTS.................................................... 11
INDEMNIFICATION OF
DIRECTORS AND OFFICERS..................................... 12
CARVER BANCORP, INC.
69,431 SHARES
COMMON STOCK
($0.01 PAR VALUE)
Offered or to be Offered by Certain
Selling Shareholders
of Carver Bancorp, Inc. Following Their
Acquisition
under the Carver Bancorp Inc.
Management Recognition Plan
PROSPECTUS
DATED: March 21, 1997
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