SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to ss. 240.14a-12
Carver Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Boston Bank of Commerce
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0- 11(Set forth the
amount on which the filing fee is calculated and state how it
was determined):
------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
FOR IMMEDIATE RELEASE CONTACTS: ROBERT PATRICK COOPER
BCooper@BBOC.com
617-457-4415
BOSTON BANK OF COMMERCE SETS RECORD STRAIGHT
ON CARVER BANCORP COURT RULING
COURT RULING MEANS
IT IS UP TO SHAREHOLDERS TO DECIDE
BOSTON BANK OF COMMERCE TO SEEK EXPEDITED TRIAL
TO UNDO TRANSACTION WITH CEO'S ALLIES
February 16, 2000, Boston, MA - Contrary to the recent announcement by Carver
Bancorp, Inc. (AMEX: CNY), the Delaware Chancery Court did not affirm the
legality of the Carver preferred shares issued on the record date to Morgan
Stanley & Company and Provender Opportunities Fund, L.P. Rather, the Court's
ruling in denying our preliminary injunction motion merely means that Morgan
Stanley and Provender will be able to vote their shares at the February 24
Meeting. The Judge did not rule on the merits of BBOC's claim. BBOC will be able
to seek to invalidate the votes and the issuance of the shares at a full trial.
The Court also commented in its ruling that BBOC: "may still carry on its fight
by submitting all its arguments about the weight to be given to its version of
the facts directly to the shareholders. It is they, after all, not this Court,
who need be persuaded that Carver's board stands in need of new, vigorous
members, not allegedly captives of management. If [BBOC] displays as much
confidence in its arguments presented to shareholders as its counsel has
demonstrated so ably in their presentation to the Court, they may well be
successful."
Kevin Cohee, BBOC's chief executive officer, stated that "BBOC intends to seek
an expedited trial of its claims to nullify the votes of Morgan Stanley and
Provender and to undo the preferred stock which was issued to Debbie Wright's
allies on terms we, at BBOC, believe are grossly unfair to all common
shareholders and were issued to unfairly influence the outcome of the upcoming
election."
Mr. Cohee further stated that "BBOC intends to heighten its efforts to obtain
board representation at the upcoming meeting, and is confident that Carver's
shareholders will be as offended as BBOC has been by the tactics employed by
Carver's board and its allies in this campaign. We are confident that Carver
shareholders will agree that the issuance of the preferred stock to Debbie
Wright's friends and threats to destroy BBOC's nominees and supporters have no
place in an election of corporate directors."
BBOC, the only African-American owned and managed interstate bank in the
country, is the beneficial owner of 170,700 shares of Carver's common stock.
###