Edgar Filing: 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.
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(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)

14687510
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(CUSIP Number)

Linda J. Dunn, Esq.
Carver Federal Savings Bank
75 West 125th Street
New York, New York 10027; (212) 876-4747
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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 24, 2004
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(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

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CUSIP No. 14687510
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deborah C. Wright
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY

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4 SOURCE OF FUNDS
SC, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
139,895
NUMBER OF SHARES
BENEFICIALLY OWNED --------------------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
139,895
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,895
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8% of shares of Common Stock
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14 TYPE OF REPORTING PERSON
IN
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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

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.

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NAME NUMBER OF COMMON STOCK BENEFICIALLY PERCENTAGE OF COMMON STOCK

OWNED BENEFICIALLY OWNED
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Deborah C. Wright 139,895 (116,666) 5.8%
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(c)

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NAME DATE OF TRANSACTION AMOUNT OF PRICE PER SHARE WHERE AND HOW THE
SECURITIES INVOLVED TRANSACTION WAS
EFFECTED
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Deborah C. Wright August 22, 2004 10,000 n/a(1) Grant through
Option Plan
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(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.

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(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.

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
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Deborah C. Wright