-----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, C1gx4ydU0aNvweGH7ZhWKiOu1hbmRvmYl41jd3dIkkfxn5RtEGkTnw2yV/c8Z92l 348uytL16Odiwi3+DusvXw== 0001089355-00-000264.txt : 20000218 0001089355-00-000264.hdr.sgml : 20000218 ACCESSION NUMBER: 0001089355-00-000264 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000217 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: 547914 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 [ ] 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) Payment of Filing Fee (Check the appropriate box): [ ] No fee required. [ ] 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(Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] 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: FOR IMMEDIATE RELEASE CONTACTS: ROBERT PATRICK COOPER BCooper@BBOC.com 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. ### -----END PRIVACY-ENHANCED MESSAGE-----