-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JhTxRq68HLMHRho6TwqazOGmNlAwEkLj5gAmBepZ9jd8jWzkpcKRxktYvNOul0NZ 2w/UG57bnfkBJVrQSGxxng== 0001089355-00-000053.txt : 20000203 0001089355-00-000053.hdr.sgml : 20000203 ACCESSION NUMBER: 0001089355-00-000053 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-13007 FILM NUMBER: 516431 BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BANK OF COMMERCE CENTRAL INDEX KEY: 0001082070 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042764211 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6174574400 MAIL ADDRESS: STREET 1: 133 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 DFAN14A 1 DFAN14A 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 [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Materials Pursuant to ss.240.14a-12 Carver Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact Name as Specified in its Charter) Boston Bank of Commerce - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] 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 0-11:1 ----------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------- 1 Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] 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: ---------------------------------------------- BOSTON BANK OF COMMERCE FOR IMMEDIATE RELEASE CONTACT: ROBERT PATRICK COOPER (617) 457-4415 bcooper@bboc.com 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. ### 133 Federal Street o Boston, MA 02110 617 457-4400 o Fax 617 457-4430 -----END PRIVACY-ENHANCED MESSAGE-----