CARVER BANCORP INC
DFAN14A, 2000-02-22
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                            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)

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<PAGE>
FOR IMMEDIATE RELEASE                              CONTACT: Robert PatrickCooper
                                                     [email protected]
                                                                 (617) 457-4415

FOR IMMEDIATE RELEASE:

                     LEADING PROXY ADVISORY FIRM RECOMMENDS
                       CARVER BANCORP SHAREHOLDERS VOTE TO
                         REPLACE INCUMBENT NOMINEES WITH
                        BOSTON BANK OF COMMERCE NOMINEES.


BOSTON, MASSACHUSETTS, February 18, 2000 -Boston Bank of Commerce (BBOC)
announced today that Institutional Shareholder Services (ISS), a leading proxy
advisory firm, has recommended that its clients who are holders of Carver
Bancorp (Amex: CNY) support the BBOC nominees for election to Carver's Board.
The Carver annual meeting of shareholders is scheduled for February 24, 2000.

     The ISS report stated: "[W]e conclude that shareholders would be best
     served by electing the dissident nominees in this year's election. Mr.
     Cohee and Ms. Williams will bring a proven track record, demonstrated
     expertise, and a high level of energy to a board that faces the daunting
     task of restoring Carver's profitability in an era of rapid change and
     competition in the financial services arena. Furthermore, we believe that
     the current board has seriously erred in failing to raise the significant
     governance issues raised by the Provender/Morgan Stanley transaction. The
     only easy way to remove the resulting appearance of impropriety, we
     believe, and to ease concerns that the board and management are unduly
     entrenched, is to promptly add outside directors. While Mr. Cohee and Ms.
     Williams are imperfect candidates, largely because of their potential
     conflicts of interest, we nonetheless conclude that their election is
     preferable to retention of the incumbents."

Institutional Shareholder Services, based in Rockville, MD is a leading proxy
voting advisor to several hundred banks, pension funds, money managers and other
institutional investors regarding proxy voting, corporate governance proposals
and other shareholder-related issues.

Boston Bank of Commerce, which is the only African-American owned interstate
bank in the country and the beneficial owner of 170,700 shares of Carver's
common stock is seeking two board seats on Carver's eight-person board.

                                       ###




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