New York's Carver Bancorp has rejected an unsolicited offer to be acquired by a Boston bank-but the would-be suitor is not giving up so easily.

Boston Bank of Commerce said last week in a Securities and Exchange Commission filing that it has bought a 7% stake in the ailing Harlem-based company. Bank of Commerce bought the shares, it says, after Carver officials rebuffed an offer, saying it would not have been fair to shareholders.

Bank of Commerce valued Carver "at its public market value, which is currently below book value," Carver said in a statement released late Friday.

David R. Jones, chairman of Carver's board, said in the statement that the board can best serve shareholders by selecting a chief executive officer to succeed Thomas L. Clark Jr., who was fired in January.

Boston Bank of Commerce, with $106 million of assets, is taking its offer to Carver shareholders. It has held discussions with some shareholders about merging the two minority-owned institutions and hopes word of its offer-the size of which was not disclosed-will spread to others.

"Our objective is to strengthen two important African-American financial institutions, and preserve their independence in their communities," said Kevin Cohee, chairman and chief executive officer of Boston Bank of Commerce.

Mr. Cohee said his long-term goal is for Carver to be the first of many institutions "rolled" into Bank of Commerce, creating a national minority- owned banking company.

"This combination would create the first and only interstate African- American financial institution in the country," Mr. Cohee said. "We could lead community development (and) social and political empowerment of African-Americans."

Carver, parent of $420 million-asset Carver Federal Savings Bank, is four times larger than Boston Bank of Commerce. At its last two meetings, the board, which includes former New York Mayor David N. Dinkins, has fought off proposals to sell the thrift. In August 28% of shares were voted in favor of a sale, proposed by an unidentified holder of less than 1% of Carver's stock.

Carver has been burdened by losses in its consumer loan portfolio and by shareholders unhappy with its performance. It reported a $5.7 million pretax loss for the quarter ended Dec. 31, attributed to chargeoffs in its loan portfolio and problems converting its data processing to an in-house system.

The thrift company's stock has been falling since late 1997, when it traded around $15 per share. It bottomed out at $6.50 per share in February, but has recovered to close at $10.125 on Friday, up $1.125. Shares of the thrift were still trading at $10.125 midday Monday.

Bank of Commerce had similar problems in 1996, when it fell under a cease-and-desist order because of its poor asset quality and operating losses. The management team revived the bank, which reported net income of $704,000 for 1998.

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