SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CENIT Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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3) Per unit price or other underlying value of transaction computed to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE>
DATE: March 18, 1997
CONTACT: Michael S. Ives
President and Chief Executive Officer
Norfolk, Virginia
(757) 446-6600
FOR IMMEDIATE RELEASE
CENIT BANCORP ANNOUNCES MAILING OF PROXY STATEMENT
(Norfolk, Virginia, March 18, 1997) CENIT Bancorp, Inc. (NASDAQ:
CNIT), the holding company for CENIT Bank, FSB and Princess Anne Bank,
announced the mailing to its stockholders of CENIT's annual report for the
year ended December 31, 1996, together with a proxy statement for CENIT's
annual meeting of shareholders to be held on April 23, 1997. CENIT's
proxy statement relates to the election of four directors to CENIT's Board
of Directors. The proxy sent to CENIT's shareholders also gives CENIT's
Board of Directors discretionary authority to act on any other proposals
that may be brought before the April 23 meeting.
CENIT's proxy statement discloses that one of CENIT's shareholders,
Mid-Atlantic Investors ("Mid-Atlantic"), has notified CENIT that at the
annual meeting Mid-Atlantic may nominate three individuals of their own
for seats on the Board of Directors, and that it may bring before the
meeting one or more of four separate stockholder proposals. However,
CENIT does not know at this point whether or when Mid-Atlantic may
actually commence a competing proxy solicitation, and CENIT received a
letter yesterday in which Mid-Atlantic abandoned three of its four
possible proposals.
Noting that the qualifications of CENIT's directors stand in sharp
contrast to Mid-Atlantic's possible nominees, Michael S. Ives, President
and Chief Executive Officer of CENIT, expressed his confidence that
CENIT's shareholders will vote to return to the Board of Directors the
four experienced directors who are on the Company's slate. Mr. Ives
stated that "To ensure that our shareholders receive full and accurate
information about director nominees, CENIT has adopted a practice of
asking potential directors to interview with the Board's Nominating
Committee. The potential Mid-Atlantic nominees ignored our invitations to
meet with the Nominating Committee. The day before the Nominating
Committee meeting, Mid-Atlantic's representative called me and told me
that Mid-Atlantic would not allow its potential nominees to meet with the
Nominating Committee. Mid-Atlantic's representative expressed his concern
that the Nominating Committee would find Mid-Atlantic's potential nominees
unqualified."
Furthermore, said Mr. Ives, "CENIT's Board of Directors prides itself
on being independent and serving the interests of all shareholders
equally. Without even talking with Mid-Atlantic's possible nominees, we
cannot assess whether they would meet this standard, or whether they would
blindly follow the instructions of Mid-Atlantic, their sponsor."
The only proposal that Mid-Atlantic has included in preliminary
proxy materials at this time asks CENIT's Board to obtain from a third-party
short-term valuations of the company and then announce the valuations to the
public. Mr. Ives indicated his confidence that CENIT's shareholders would
reject this proposal if Mid-Atlantic actually chooses to bring it forward at
the April 23 meeting. "This resolution is crafted to force an immediate
sale of the company regardless of whether such a sale is in the best
interests of CENIT's shareholders," Mr. Ives said.
"I wouldn't sell my house or even my car by telling the world the
lowest price I am willing to accept. Why would anyone consider forcing
the sale of a public company with assets of more than $700 million that
way?" Mr. Ives asked. Mr. Ives also pointed out that the proposal is
designed to ignore any potential increases in CENIT's valuation that may
be realized from CENIT's recent investments in its community banking
franchise.
Mr. Ives also criticized Mid-Atlantic's willingness to circumvent
the usual procedures in proxy contests, pointing out that Mid-Atlantic has
adopted tactics that appear calculated to deprive shareholders of the
information that they need to make an informed decision. "Mid-Atlantic
has contrived to circumvent well-established proxy procedures, which are
designed by the SEC to protect shareholders and encourage a fair and open
process, by filing its proposals after the deadline for them to be
included in CENIT's proxy statement, and by making a last-minute proxy
filing of its own. Mid-Atlantic's failure to be forthcoming about its
intentions with regard to its original four proposals has the potential to
confuse our shareholders."
Mr. Ives noted that CENIT's Board of Directors is always careful to
consider the best long-term interests of CENIT's shareholders, and at this
time, believes that the continued building of CENIT's community banking
franchise is the best way to continue to generate shareholder value. "We
are pleased that Mid-Atlantic has already abandoned three of its four
ill-conceived and poorly worded proposals, and we believe that CENIT's
shareholders will reject the remaining resolution, if the need arises,"
Mr. Ives said. "CENIT presents a compelling story of a successful
community bank. Our original stockholders have enjoyed an almost 300%
increase in stock price since 1992. In 1996, CENIT earned record income
exclusive of a one-time deposit insurance assessment, raised its quarterly
dividend by 150%, and expanded its community banking franchise. We are
continuing to create superior value for our shareholders, and we believe
that they will recognize this."
