-----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, B2Mn21s+LWc7t5+MH9VheRYsUNxdp3DWR9ONcyBboPSnhlaD7ioLjqoDuKHAazsM oQDz41PRc6WCKtI8CCW6nA== 0001089355-00-000266.txt : 20000223 0001089355-00-000266.hdr.sgml : 20000223 ACCESSION NUMBER: 0001089355-00-000266 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000222 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: 550460 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 CONTACT: Robert PatrickCooper bcooper@bboc.com (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. ### -----END PRIVACY-ENHANCED MESSAGE-----