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Carver Bancorp, Inc.
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Boston Bank of Commerce
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<PAGE>
The Boston Bank of Commerce
BBC Capital Market, Inc.
133 Federal Street
Boston, MA 02110
(617) 457-4400
February 16, 2000
Dear Fellow Carver Shareholders,
We continue to seek your votes and support in the upcoming election for
two of Carver's eight Board of Director seats. Boston Bank of Commerce ("BBoC"),
the owner of 170,700 shares of Carver stock, continues to set the record
straight to ensure that Carver shareholders can vote in an untainted election.
Despite Carver's attempts to hide information and buy votes through the
declaration of a 5(cent) dividend, we have been very pleased with Shareholders'
responses to our efforts. Every vote matters. Vote TODAY by completing the Blue
proxy card. Vote for a positive change at Carver.
Carver Delays Filing its Form 10-Q; What is It Hiding Now?
Carver's Form 10-Q, which would report its financial results for the
three and nine months ended December 31, 1999, was due to be filed with the SEC
on February 14, 2000. On that date, Carver notified the SEC that:
As a result of a restructuring involving the hiring of senior
executive managers, the Form 10-Q can not be timely filed
without unreasonable effort and expense.
This is the same management team that Carver says will lead the bank's claimed
growth strategy. We wonder if Carver does not want you to see the details of its
most recent financial statements before you vote.
<PAGE>
Don't Let Carver Buy the Election With a 5(cent) per Share Dividend
While Debbie Wright's Friends Get 94(cent) per Share
On the eve of the election, Carver's board of directors declared a
5(cent) dividend to all common shareholders thereby creating the impression that
Carver's board is committed to creating shareholder value.
Compare your dividend with the $.94 per share dividend Carver agreed to
pay Debbie Wright's friends who purchased preferred stock on the record date for
the Shareholders Meeting.
Despite the glowing picture of Carver painted by Debbie Wright in her
dividend announcement, Carver is still underperforming, with low earnings and
inadequate loan loss reserves. For the nine-month period ending December 31,
1999, Carver's assets decreased by $4 million and it earned a meager $1.1
million excluding the effect of a tax benefit. The total cost of the recently
announced common and preferred dividends equals almost one-third of these
earnings!
Why would Carver announce a 5(cent) dividend one week before a
contested election? The same reason it issued voting shares to Morgan Stanley
and Provender on the record date? In our opinion, this is not a coincidence, but
a desperate attempt to buy votes for the Annual Meeting.
We Continue to Fight Carver's Schemes to Stuff the Ballot Box
On January 19, 2000, we filed a complaint against Carver Bancorp, Inc.
and its directors, Morgan Stanley & Co. and Provender Opportunities Fund to
nullify the 8.3% voting shares that were issued to Debbie Wright's friends on
the record date for the Meeting. It is clear to us that Debbie Wright's primary
goal in issuing these shares was to get votes in friendly hands for the upcoming
election. In fact, she insisted that the sale of the preferred stock occur by
the record date. A court hearing on our preliminary injunction request is being
held today and the Judge's ruling may occur at any time.
Where is Carver's Business Plan?
Carver contends that the capital invested by Morgan Stanley and
Provender will be used to support Carver's growth plan. To date, we have still
not seen or heard any details about Carver's "business plan."
When a company seeks to raise capital, it normally produces a Private
Placement Memorandum outlining its strategy, business plan, projections,
competitive data and sources and uses of funds. Companies normally provide this
Memorandum to different potential investors, obtain alternative financing
proposals, evaluate these proposals and select the best alternative. After due
diligence and analysis, a fairness opinion is usually provided by an objective
third party. You should ask Carver whether it took any of these steps in issuing
the preferred shares to Debbie Wright's friends.
<PAGE>
Why is Debbie Wright Fighting So Hard to Deprive
One of Carver's Largest Shareholders of Board Representation?
As African-Americans who have successfully turned around two community
banks, we are greatly troubled by Debbie Wright's tactics and efforts to deprive
us of board representation. Remember, we are seeking just two of Carver's eight
board seats. Surely, Debbie Wright must recognize that we know more about
commercial banking than her nominees, the former mayor of New York City and the
head of a nonprofit social welfare organization. We are particular troubled
that:
o Debbie Wright caused 8.3% of the voting shares to be issued to
her friends.
o Debbie Wright's powerful friends threatened to "crush" Kevin
Cohee and destroy his future business opportunities.
o Debbie Wright's powerful friends threatened another shareholder
to keep him from running for office as a director.
o Carver's board continues to threaten our supporters.
o Debbie Wright is using your money to fight this battle.
Are these are the type of people you want to run your bank?
Vote For A Positive Change
We believe that it is important for Carver shareholders to send a
message to the board that their actions coupled with their poor financial
performance are unacceptable. Only you can send that message.
Vote for Kevin Cohee and Teri Williams by completing the Blue proxy
card today.
Please sign and date the Blue proxy card and return it to us in the
enclosed postage paid envelope. Your vote is important. Do not return any proxy
card sent to you by Carver. If you already have, you can still vote for us by
completing and returning the Blue proxy card today...since only your last vote
counts.
If you have any questions or require assistance, please call our proxy
solicitors, MacKenzie Partners, Inc. at 800-322-2885 or 212-929-5500 (call
collect).
Sincerely,
Kevin Cohee Teri Williams
Chairman and Chief Executive Officer Senior Vice President
