-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BtKFU+pZAdKiPlu5osIIq03IB2PRsG9e0g4iU4bft4Ept+s7LanJCk9NirOhXy0p r8MvEpfZ5r0tTaakotJMHg== 0000882377-04-001781.txt : 20040831 0000882377-04-001781.hdr.sgml : 20040831 20040830200744 ACCESSION NUMBER: 0000882377-04-001781 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48913 FILM NUMBER: 041006521 BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 SC 13D 1 d262337.txt CARVER BANCORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CARVER BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 14687510 - -------------------------------------------------------------------------------- (CUSIP Number) Linda J. Dunn, Esq. Carver Federal Savings Bank 75 West 125th Street New York, New York 10027; (212) 876-4747 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D - ----------------------------------------------------- CUSIP No. 14687510 - -------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deborah C. Wright - -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SC, PF - -------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 139,895 NUMBER OF SHARES BENEFICIALLY OWNED -------------------------------------------------------------- BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 0 -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 139,895 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 139,895 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% of shares of Common Stock - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - --------------------------------------------------------------------------------------------------------------------
2 ITEM 1. SECURITY AND ISSUER The securities to which this Schedule 13D relate are the shares of common stock, par value $0.01 per share (the "Common Stock"), of Carver Bancorp, Inc. ("Carver"), a Delaware corporation having its principal executive offices at 75 West 125th Street, New York, New York 10027. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Deborah C. Wright whose business address is Carver Federal Savings Bank, 75 West 125th Street, New York, New York 10027. Ms. Wright is the President and Chief Executive Officer and a Director of Carver, located at the address set forth above. Ms. Wright has never been convicted in a criminal proceeding nor has she ever been a party to a civil or criminal proceeding before any administrative or judicial body resulting in a judgment, decree or final order to which she is or was subject. Ms. Wright is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In 1999 and 2000, Ms. Wright purchased in open market transactions 5,000 shares of Common Stock at prices ranging from $8.25 to $10.25 per share. On June 1, 1999, Ms. Wright was awarded options under Carver's 1995 Stock Option Plan ("Option Plan") to purchase 30,000 shares of Common Stock at a price per share of $8.125; on June 1, 2000, Ms. Wright was awarded options under the Option Plan to purchase 30,000 shares of Common Stock at a price per share of $8.21; and on August 22, 2001, Ms. Wright was awarded options under the Option Plan to purchase 30,000 shares of Common Stock at a price per share of $9.93. All of such options have vested as of the date of this filing. On June 12, 2002, Ms. Wright was awarded options under the Option Plan to purchase 30,000 shares of Common Stock at a price per share of $12.06, 10,000 of which vested on each of June 12, 2003 and 2004 and 10,000 of which will vest on June 12, 2005. On June 24, 2003, Ms. Wright was awarded options under the Option Plan to purchase 20,000 shares of Common Stock at a price per share of $16.41, 6,666 of which vested on June 24, 2004 and 6,667 of which will vest on each of June 24, 2005 and 2006. On June 24, 2004, Ms. Wright was awarded options under the Option Plan to purchase 15,000 shares of Common Stock at a price per share of $19.63, which will vest in equal installments on each of June 24, 2005, 2006 and 2007. On June 1, 1999, Ms. Wright was awarded 7,500 shares of restricted stock under Carver's Management Recognition Plan ("MRP"), all of which have vested as of the date of this filing. On September 18, 2001, Ms. Wright was awarded 1,817 shares of restricted stock under the MRP that immediately vested. On June 12, 2002, Ms. Wright was awarded 2,902 shares of restricted stock under the MRP, 968 of which vested on each of June 12, 2003 and 2004 and 967 of which will vest on June 12, 2005. On June 24, 2003, Ms. Wright was awarded 2,500 3 shares of restricted stock under the MRP, 833 of which vested on June 24, 2004, and 833 of which will vest on each of June 24, 2005 and 2006. On June 24, 2004, Ms. Wright was awarded 2,500 shares of restricted stock under the MRP, which will vest in three equal installments on June 24, 2005, 2006 and 2007. Carver Federal Savings Bank, a wholly-owned subsidiary of Carver, maintains an Employee Stock Ownership Plan, and the account maintained under such plan for the benefit of Ms. Wright holds 6,146 shares of Common Stock, 2,785 of which have vested as of December 31, 2003. Shares are allocated as of December 31 of each year and vest in four equal installments over the subsequent four year period. ITEM 4. PURPOSE OF TRANSACTION Ms. Wright acquired the Common Stock giving rise to the filing of this Schedule 13D through open market purchases and as compensation and is holding the shares for investment. (a) Except for additional Common Stock that Ms. Wright may be awarded or have a right to acquire pursuant to Carver's Option Plan, MRP and Employee Stock Ownership Plan, Ms. Wright has no plans or proposals to acquire a material amount of additional securities of Carver. Ms. Wright intends to review her investment in Common Stock on a continuing basis and may, at any time, consistent with her obligations under federal and state securities laws, determine to increase or decrease her ownership of Common Stock through purchases or sales in the open market or in privately negotiated transactions. Other than described above, Ms. Wright currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D. However, Ms. Wright retains her right to modify her plans with respect to the transactions described in this Item 4 to acquire or dispose of Common Stock and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. ITEM 5. INTEREST IN SECURITIES OF CARVER (a) and (b) The following table sets forth the number of shares of Common Stock of Carver that are beneficially owned by Ms. Wright, with the number of shares that she has a right to buy included in parenthesis, together with the percentage of such Common Stock beneficially owned by Ms. Wright, as of the date hereof. Ms. Wright has sole power to vote and dispose of the shares of Common Stock that are beneficially owned by her.
- ------------------------------------------------------------------------------------------------------------- NAME NUMBER OF COMMON STOCK BENEFICIALLY PERCENTAGE OF COMMON STOCK OWNED BENEFICIALLY OWNED - ------------------------------------------------------------------------------------------------------------- Deborah C. Wright 139,895 (116,666) 5.8% - -------------------------------------------------------------------------------------------------------------
4 (c)
- ------------------------------------------------------------------------------------------------------------- NAME DATE OF TRANSACTION AMOUNT OF PRICE PER SHARE WHERE AND HOW THE SECURITIES INVOLVED TRANSACTION WAS EFFECTED - ------------------------------------------------------------------------------------------------------------- Deborah C. Wright August 22, 2004 10,000 n/a(1) Grant through Option Plan - -------------------------------------------------------------------------------------------------------------
(d) To Ms. Wright's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the class of securities reported on this statement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-SHIPS WITH RESPECT TO SECURITIES OF CARVER None. ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS None. - --------------- (1) On August 22, 2001, Ms. Wright was awarded options to purchase 30,000 shares of Common Stock with an exercise price per share of $9.93; options to purchase 10,000 shares of Common Stock vested and became exercisable on August 22, 2004. Ms. Wright has not exercised her right to buy these shares. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 27, 2004 /s/ Deborah C. Wright -------------------------------- Deborah C. Wright -----END PRIVACY-ENHANCED MESSAGE-----