Carver Bancorp, the nation's largest minority-owned financial institution, is under pressure to seek a buyer.

A shareholder proposal to hire an investment banker to seek merger offers is up for a vote at the $436 million-asset thrift's annual meeting on Aug. 14.

The situation starkly demonstrates how banks, especially those committed to poorer parts of their communities, can be torn by demands from shareholders expecting better returns.

The company's board, which includes former New York City Mayor David N. Dinkins, "vigorously opposes" the proposal, according to preliminary proxy materials the company filed this week. Hiring an adviser "would prove costly and demand a great deal of time and resources" that management would rather spend on building its operations, the filing stated.

But the thrift has performed poorly. The company issued shares at $10 each in 1996, and the stock rose steadily, reaching a high of $16.75 at the end of 1997. But this year, the stock has trended down, closing Thursday at $12.125.

"The longer this goes on, the harder the pressure is to find an answer" other than selling, said Steven M. Bregman, an analyst for Horizon Research Group.

Bankers often face the conundrum of balancing community needs against shareholder demands, said Karen Shaw Petrou, president of the Washington consulting firm ISD/Shaw Inc.

"Unless shareholders understand they are making an implicit contribution they are going to have expectations about returns on their investment," she said.

And banks, as public companies, "are expected to meet those expectations," Ms. Shaw said.

The shareholder who submitted the proposal holds less than 0.5% of Carver's stock and has long made his discontent known to management. He asked last year that Carver simply put itself on the block and demand at least $20 a share. That plan received backing from 24% of the thrift's stockholders.

This year, analysts say the vote could be closer because the new proposal is more open-ended and because Carver's boosted income has yet to be reflected in the share price.

Thomas L. Clark Jr., president and chief executive officer, acknowledges the shares "aren't as high as we'd like them to be," but noted that some other thrift stocks are off for the year and that the company's efforts to improve operations continue.

He also said that Carver has lived up to its promise to restructure its balance sheet and do more direct lending, especially for home purchases.

Carver "is not here to be sold," Mr. Clark said. "We are an urban community development institution and plan to remain that way."

The company is making more mortgages, but its costs are muting the benefits, said Joseph Gladue, banking analyst at The Chapman Company, a regional money management firm. "Operating expenses have gone up and eaten up a lot of the added profits."

Carver may in fact be better off seeking a more highly capitalized partner with considerable management expertise, analysts say.

"It depends on whether the buyer would do this strictly as a financial play or to infuse capital into the operation and improve things," Mr. Bregman said.

If the shareholder proposal is adopted, there would remain the matter of finding a buyer for Carver.

The thrift could appeal to an institution that needs to make more of an effort in underserved urban areas, analysts said.

But the sale may not be easy, Mr. Gladue added.

Institutions like Carver, which went public in 1994, were organized because minority communities felt that mainstream banks did not want to deal with them.

That sentiment may well continue today. "You don't see many banks trying to get into those parts of the city," Mr. Gladue said. "It's not on high on their list of attractive areas."

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