SCHEDULE 14A INFORMATION
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Carver Bancorp, Inc.
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(Exact Name as Specified in its Charter)
Boston Bank of Commerce
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(Name of Person(s) Filing Proxy Statement)
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BOSTON BANK OF COMMERCE
FOR IMMEDIATE RELEASE CONTACT: ROBERT PATRICK COOPER
(617) 457-4415
[email protected]
BOSTON BANK OF COMMERCE'S SUBSIDIARY
SUES CARVER, MORGAN STANLEY AND PROVENDER
OVER ATTEMPTS TO ENTRENCH CARVER BOARD
January 19, 2000 - BBC Capital Market, Inc. ("BBC Capital"), a wholly owned
subsidiary of Boston Bank of Commerce, filed a lawsuit yesterday in the Delaware
Chancery Court against Carver Bancorp, Inc. ("Carver"), Carver's Board of
Directors, Morgan Stanley & Co., Inc., and Provender Opportunities Fund, L.P.
The suit seeks to sterilize blocks of Carver stock which Carver's board placed
with two allies, Morgan Stanley and Provender, in an effort to disenfranchise
Carver's public shareholders at its upcoming annual meeting, and to force the
re-election of management's two incumbent nominees, David N. Dinkins, the
former mayor of New York, and David R. Jones, Carver's non-executive Chairman.
BBC Capital, which previously nominated Kevin Cohee and Teri Williams for those
seats, intends to solicit proxies for the election of Mr. Cohee and Ms.
Williams. BBC Capital is a 7.4% stockholder of Carver.
The Complaint alleges that Carver, after being forced to hold the Annual Meeting
as a result of a prior suit filed by BBC Capital, sold blocks of a newly created
super-voting preferred stock, representing approximately 8.3% of Carver's voting
stock, to Morgan Stanley and Provender who are advisors to, and are supporting,
incumbent management. The Complaint alleges that the Preferred Stock, which was
issued on the record date for the Annual Meeting, was sold to friends of
Carver's president to insure that the shares would be voted for management's
nominees and against Mr. Cohee and Ms. Williams. The Complaint asks the Court to
prohibit Morgan Stanley and Provender from voting the Preferred Stock and to
rescind the issuance of such shares.
The Boston Bank of Commerce ("BBoC") is the first black owned interstate bank in
the country with branches in Massachusetts and Florida. BBoC is a premier
Community Development Financial Institution with a mission to help lower income
communities overcome the challenges of poverty by spurring economic and social
development. BBoC is FDIC insured and qualifies as a Minority Business
Enterprise.
Under the leadership of Mr. Cohee and Ms. Williams, the assets of Boston Bank of
Commerce have grown from $59 million in 1996 to almost $140 million in 1999 - an
annual growth rate of 35%. The BBoC management team led a complete turnaround of
the Bank from a loss of over $3.6 million in 1996 to a profit of over $1.7
million in 1999 on average assets of $114 million representing a return on
assets of 1.5%. The Boston Bank of Commerce has received the highest credit
rating by Veribanc, an independent bank-rating agency.
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133 Federal Street o Boston, MA 02110 617 457-4400 o Fax 617 457-4430
