Seven months after its conversion to stock form, New York City's Carver Federal Savings Bank is battling a shareholder's accusations that it misled investors.

Robert L. Dougherty is suing the $368 million-asset thrift, claiming that the prospectus for the October 1994 conversion contained misrepresentations. He argues that the bank sold too much stock for too high a price per share.

In the lawsuit filed in U.S. district court in Manhattan, Mr. Dougherty, of Garden City, N.Y., is seeking class-action status on behalf of other investors.

He is seeking rescission, restitution, or unspecified monetary damages, according to a press release from the thrift.

Besides the thrift, the lawsuit also names the directors, three officers, and Carver's conversion adviser, Capital Resources.

Officials of the $368 million-asset thrift did not return telephone calls but issued a statement calling the suit "without merit" and noting that Mr. Dougherty lives outside Carver's market area of Manhattan and Brooklyn.

Mr. Dougherty owns about 15,000 shares, according to the thrift.

"The suit is utterly baseless," said Carver attorney Daniel A. Pollack, of Pollack & Kaminsky in New York. "This is a suit brought by a professional speculator who was not a long-term depositor of Carver and who seeks to take advantage of the conversion process."

Mr. Pollack surmised that Mr. Dougherty became a depositor only after Carver announced its plans to convert, in hopes of "a quick bump-up in stock price."

He also noted that the decision of how much stock to issue was made "in conformity" with federal regulations and on the basis of Capital Resources' "expert advice."

Carver has been in the public eye since the conversion, when the stock, which was initially sold at $10 per share, dropped to about $6 within days.

It was trading on Tuesday at $7.375.

Carver, the largest minority-owned thrift in the nation, has also struggled with earnings. The thrift reported earnings for the quarter ended Dec. 31 of $166,416, down 35% from a year earlier.

Nine-month earnings at Dec. 31 were $606,594, down 39%

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