Independence Federal Savings Bank said its would-be merger partner, New York's Carver Bancorp Inc., has breached the deal and is trying to buy Independence for less money than it agreed to in March.
In a statement released Friday evening, Independence said Carver was "no longer willing to pay" $21 a share, or about $33 million, for the Washington-based savings and loan.
Carver's action sets the stage for a possible legal fight between Carver and Independence over the sale of the D.C. thrift, which has deep roots in the city's black community.
For three years. Independence has been mired in nearly constant board and shareholder battles, management turnover and declining profitability.
In its statement, Independence said Carver chief executive Deborah C. Wright had written to acting Independence chief executive Thomas L. Batties. Independence did not say when Batties had received the letter, which said that Independence's financial "circumstances" had "materially changed" since the March agreement. The decline in the thrift was attributed in part to "actions taken by IFSB that Carver believes should have been, but were not, brought to Carver's attention."
Independence on Friday notified Wright that it "rejects those assertions" and said Carver had breached the deal.
"IFSB noted that Ms. Wright's letter failed to specify any such changes or undisclosed actions on IFSB's part," Independence said in its statement.
It is customary for a company, after agreeing to be sold, to communicate regularly with its acquirer before the sale is final. In many cases, a seller must seek prior approval from its purchaser before undertaking lawsuits, a major transaction or another action that might affect the company's prospects.
Independence said it has kept Carver "fully apprised of all material events and developments since the date the merger agreement was entered into."
Batties and Wright could not be reached over the weekend, and calls to several Independence board members and the two companies' spokesmen, lawyers and investment bankers were not returned. Carver has not made a public statement or securities filing mentioning the sale since mid-August. Carver has purchased 150,000 shares of Independence, nearly 10 percent of the total stock, since the agreement was signed.
When Carver agreed to buy Independence in March, Independence still had not submitted audited financial statements for 2003 because its auditor had recently resigned.
It has since filed those reports with regulators.
Independence is also in a continuing and costly legal battle with its largest shareholder, Morton A. Bender, who owns 21 percent of the thrift's stock. He is seeking to take control of the company and merge it with a Rockville savings and loan that he controls. Bender's efforts to buy Independence were widely seen as driving the thrift into the arms of Carver, which like Independence is a historically black-owned institution. Bender, who is white, could not be reached for comment.
The purchase of Independence is part of Carver's plan to build a more geographically diverse financial services company catering to urban, nonwhite markets.
Independence's financial condition worsened in the first half of the year. According to filings with the Office of Thrift Supervision, Independence continues to shrink and lose money. Its retained loan portfolio, made up mostly of single-family mortgages and student loans, fell by $5 million in the year ended June 30, to $67 million. It lost $1.2 million in the first six months of the year, largely because its legal expenses were more than $2 million higher than in the comparable period of 2003.
Independence has scheduled a Sept. 29 shareholder meeting to vote on the Carver offer.
Independence stock closed Friday unchanged at $20.59 a share.