New York's Carver Bancorp, the nation's largest minority-owned financial institution, is asking shareholders to vote against a disgruntled investor's proposal to sell the company.

Joseph Sonnenberg, a shareholder who owns less than 1% of Carver's stock, is pushing a nonbinding resolution that calls for Carver's sale. Mr. Sonnenberg said he's unhappy with the banking company's mediocre performance and stock price, which closed Monday at $11.88 a share. Stockholders will vote on his proposal at Carver's Aug. 21 annual meeting.

"The most important thing is finding out if there's a bank that would be interested in purchasing them," Mr. Sonnenberg said in an interview Monday.

Mr. Sonnenberg is proposing that Carver be sold at no less than $20 per share.

But Carver officials said that Mr. Sonnenberg's move was "business as usual" in today's era of shareholder activism and they're unconcerned. It's the second time in a year that a minor shareholder has begun trying to force a sale of the bank, which is known as a centerpiece of Harlem's business community.

"This happens all the time, unfortunately, with individuals like the Sonnenbergs of the world," said Thomas L. Clark Jr., Carver's chief executive officer. He said the Harlem-based company wants to remain independent and shareholders should be patient as it mounts its comeback.

"This is not a flipping stock," Mr. Clark said. "This is a stock one buys, and you hold on to it."

Mr. Clark was hired in 1995 to turn around an institution whose balance sheet was being dragged down by low-yielding mortgage-backed securities. He's launched an aggressive lending effort to restructure the company's portfolio. Only 17% of Carver's assets were loans at yearend 1993. But by March of this year, the loan ratio was 47%.

The company has been struggling to improve profitability.

But Mr. Clark said things are starting to look up, and he cited the recently declared 5-cent-per-share dividend as proof.

An analyst who follows Carver's stock said Mr. Sonnenberg's proposal is likely to die at the annual meeting.

"I don't think he has real backing," said Joseph Gladue, a bank analyst at the Chapman Co., a Baltimore investment firm.

The previous recent attempt by a shareholder to persuade other shareholders to support selling ended with little fanfare last year.

Joseph Curry, a former Bear, Stearns & Co. employee, offered to buy 35% of Carver's stock. The board voted down the offer, and Mr. Curry quietly disappeared. u

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