Carver Bancorp Inc. said yesterday that it still wants to buy the District's Independence Federal Savings Bank, if not at the $21-a-share price it agreed to in March.
"We regret that Independence Federal has chosen to mischaracterize our Sept. 16, 2004 letter, as we continue to believe in the strategic rationale for merging our two institutions," Carver said in a written statement.
Independence's stock closed at $19.50 Monday in heavy trading, off a dollar from Friday and below $20 a share for the first time this year. It closed yesterday at $19.55.
Independence said in a prepared statement Friday that Carver is "no longer willing to pay" $21 a share, or about $33 million, for the District-based savings and loan. Independence claimed that Carver was in material breach of its merger agreement and that Independence was not going to renegotiate the deal.
Yesterday, a spokesman for New York-based Carver confirmed that Carver President Deborah C. Wright had written Independence's acting chief executive, Thomas L. Batties.
Carver said in a statement that "the financial condition of Independence Federal has seriously declined since the announcement of our merger agreement in March, and Independence Federal has failed to keep us informed of significant developments. We hope that a constructive dialogue with Independence Federal will result in a positive outcome for shareholders of both institutions."
In its statement Friday, Independence said it "rejects those assertions" made by Carver. Batties said yesterday the bank would not comment publicly beyond that statement.
Independence is in a 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. According to filings with the Office of Thrift Supervision, Independence lost $1.2 million in the first six months of the year, largely because its legal expenses, most of which were spent suing Bender, were more than $2 million higher than in the comparable period of 2003.
It's unclear how long that legal battle will continue. According to a securities filing by Bender in August, the Office of Thrift Supervision, Independence's federal regulator, directed him to halt any actions that would increase his control over the thrift, including buying more stock or seeking to change the composition of Independence's board. An OTS spokeswoman said its directive to Bender is not public and wouldn't disclose its contents.
Bender said he didn't know why the OTS had asked him to cease his activities to take control of Independence.
"They told me to hang up my gloves for the time being," he said. "Until they tell me it's okay, I'm holding still." He said he will still vote his 21 percent stake against the merger at the shareholders meeting Sept. 29. A two-thirds vote in favor of the sale is required for passage.
Lew Sosnowik, a Rockville investment manager who tracks Independence, said he considered it unlikely that the $21-a-share price would stand.
"I think this transaction, if it goes through by the grace of God, will absolutely be at a lower price," he said. "And I think divine intervention will be necessary to make it go through."