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Carver Bancorp, Inc.
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Boston Bank of Commerce
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FOR IMMEDIATE RELEASE CONTACTS: ROBERT PATRICK COOPER
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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.
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