The vote was too close to call at Carver Bancorp's annual meeting Thursday,where shareholders were asked if two dissident owners should get seats on the board of the nation's largest minority-owned bank.

The results will be announced next week, after last-minute votes are tallied.

The dissidents - the husband-and-wife team of Kevin Cohee and Teri Williams - threatened to sue if they lose their bids to replace chairman David Jones and former New York Mayor David Dinkins.

Mr. Cohee and Ms. Williams, who run Boston Bank of Commerce and Peoples National Bank of Commerce in Miami, have been seeking seats on Carver's board since last year, when they acquired a 7.4% stake in the troubled thrift company and twice offered to buy the institution.

During the two-hour meeting, Carver president and chief executive officer Deborah S. Wright urged shareholders to support the board as the company tries to rebuild itself after losing $5.7 million in the fourth quarter of 1998. She acknowledged Carver's mistakes and called its financial performance unacceptable. But she said a new plan to expand its branch system and broaden its products would ultimately enhance profitability.

"We have an opportunity to move from struggle to prosperity," Ms. Wright said. "Don't let anyone scare you into making the wrong decision. … We've been here 50 years and plan to be here another 50."

Although both parties sounded confident after the meeting, it was tough to predict which would win. More than a dozen longtime Carver shareholders, roughly split between the board and the dissidents, stood up to speak.

In a five-minute presentation, Mr. Cohee told shareholders that Carver is deemed a "troubled institution" by regulators. He warned them to vote carefully and said that his experience in turning around two failed banks would benefit Carver's board.

"We have to exercise our corporate governance over this board of directors," Mr. Cohee said. "We don't want 50 more years of mediocre performance."

After the meeting, Mr. Cohee said he would take the matter to court if he loses.

At issue are the voting shares of Morgan Stanley Dean Witter & Co. and Provender Capital Group, a New York minority- and - women-owned investment firm. Both firms, which collectively own 8.25% of Carver, bought the preferred stock in early January.

Mr. Cohee and his wife filed a lawsuit Jan. 19 alleging that Carver offered the stake to the investment houses at a discount in exchange for their support at the annual meeting. But last week a Delaware Court agreed to let Morgan Stanley and Provender vote their shares. But the court said Mr. Cohee's case could continue to be litigated.

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