SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Carver Bancorp, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
------------------------------------------------------------------------------
(Title of Class of Securities)
14687510
--------------------
(CUSIP Number)
December 31, 2008
------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5 pages
-------------------------- -----------------------
CUSIP No. 14687510 Page 2 of 7 Pages
-------- -----------------------
--------------------------
================================================================================
1 NAMES OF REPORTING PERSONS
Donald Leigh Koch
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 70,500
SHARES ------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH 207,350
REPORTING ------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,350*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%**
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*See Item 4 of this Schedule 13G
**Based on 2,469,935 shares of Common Stock issued and outstanding
as of 12/31/08
================================================================================
Page 2 of 5 pages
-------------------------- -----------------------
CUSIP No. 14687510 Page 3 of 7 Pages
-------- -----------------------
--------------------------
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
Koch Asset Management, L.L.C.; 43-1746061
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH 207,350
REPORTING ------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,350*
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.39%**
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
*See Item 4 of this Schedule 13G
**Based on 2,469,935 shares of Common Stock issued and outstanding
as of 12/31/08
================================================================================
- 3 -
-------------------------- -----------------------
CUSIP No. 14687510 Page 4 of 7 Pages
-------- -----------------------
--------------------------
ITEM 1. (a) Name of Issuer:
Carver Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices:
75 West 125th St.
New York, NY 10027-4512
ITEM 2. (a) Name of Person Filing:
Donald Leigh Koch
Koch Asset Management, L.L.C.
The Reporting Persons are making a joint
filing pursuant to a Joint Filing Agreement filed with
Amendment No. 1 to Schedule 13G.
(b) Address of Principal Business Offices or, if none,
Residence:
The business address of each Reporting
Person is 1293 Mason Road, Town & Country, MO 63131
(c) Citizenship:
Donald Koch is a citizen of the United
States of America. Koch Asset Management is a citizen of
Missouri.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
14687510
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b)
OR SECTIONS 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON
FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c)
-4-
-------------------------- -----------------------
CUSIP No. 14687510 Page 5 of 7 Pages
-------- -----------------------
--------------------------
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 809-8)
(e) [ X ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person, in
accordance with Section 240.13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the
definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80-a-3)
(j) [ ] A non-U.S. institution in accordance with
Section 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J)
If filing as a non-U.S. institution in accordance
with Section 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
Koch Asset Management, L.L.C. is an investment advisor in
accordance with Section 240.13d-1(b)(1)(ii)(E) and has filed
this Amendment 10 to Schedule 13G pursuant to Section
240.13d-1(b). Donald Leigh Koch has filed this Amendment 10
to Schedule 13G pursuant to Section 240.13d-1(c).
ITEM 4. OWNERSHIP.
The information in items 1 and 5-11 on each of the cover
pages of this Schedule 13G is hereby incorporated by
reference.
Koch Asset Management, L.L.C. 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 the Managed Portfolios, Koch Asset Management has sole
dispositive power over the Managed Portfolios and, as a
result, may be deemed to be the beneficial owner of shares
of Carver Bancorp, Inc. Common Stock (the "Common Stock")
held by such Managed Portfolios. However, Koch Asset
Management does not have the right to vote or to receive any
dividends from, or the proceeds from the sale of, the Common
Stock held in such Managed Portfolios and disclaims any
ownership associated with such rights.
Donald Leigh Koch owns 100% of Koch Asset Management and
serves as the sole Managing Member. Mr. Koch is filing this
joint statement with Koch Asset Management as a result of
his ownership of and position in Koch Asset Management, from
which Mr. Koch may be deemed to have the power to exercise
any dispositive power that Koch Asset Management may have
with respect to the Common Stock held by the Managed
Portfolios. Mr. Koch, individually, and Mr. Koch and his
spouse, jointly, own and hold voting power with respect to
Managed
-5-
-------------------------- -----------------------
CUSIP No. 14687510 Page 6 of 7 Pages
-------- -----------------------
--------------------------
Portfolios containing approximately 70,500 shares of Common
Stock, or an aggregate of approximately 2.85% of the total
number of outstanding shares of Common Stock (collectively,
the "Koch Shares"). Other than with respect to the Koch
Shares, all shares reported herein have been acquired by
Koch Asset Management and Mr. Koch specifically disclaims
beneficial ownership over any shares of Common Stock that he
or Koch Asset Management may be deemed to beneficially own.
Furthermore, other than with respect to the Koch Shares, Mr.
Koch does not have the right to vote or to receive any
dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Each advisory client of Koch Asset Management who owns
Common Stock in a Managed Portfolio has the right to receive
dividends from, or the proceeds from the sale of, the Common
Stock held in the client's Managed Portfolio.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
-6-
-------------------------- -----------------------
CUSIP No. 14687510 Page 7 of 7 Pages
-------- -----------------------
--------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth on this statement is true, complete and
correct.
DONALD LEIGH KOCH
February 9, 2009
------------------------------------
Date
/s/ Donald L. Koch
------------------------------------
Signature
Donald Leigh Koch
------------------------------------
Name/Title
KOCH ASSET MANAGEMENT, L.L.C.
February 9, 2009
------------------------------------
Date
/s/ Donald L. Koch
------------------------------------
Signature
Donald Leigh Koch, Managing Member
------------------------------------
Name/Title
-7-