SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
(Amendment No. )
Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check
the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CENIT Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
Mid-Atlantic Investors
(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.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CENIT Bancorp, Inc.
Norfolk, Virginia 23510-1586
PROXY STATEMENT OF MID-ATLANTIC INVESTORS
-------------------------------------------------
This Proxy Statement is furnished to shareholders of CENIT Bancorp, Inc., a
Delaware corporation (herein, unless the context otherwise requires, together
with its subsidiaries, the "Company"), in connection with the solicitation of
proxies by Mid-Atlantic Investors, a South Carolina general partnership
("Mid-Atlantic") for the purposes set forth herein for use at the Annual Meeting
of Shareholders of the Company to be held at The Chrysler Museum of Art, 245
West Olney Road, Norfolk, Virginia 23510, on April 23, 1997, at 5:00 p.m., and
at any adjournment thereof (the "Annual Meeting").
Solicitation of proxies may be made in person or by mail, telephone,
telegraph or other electronic means by Mid-Atlantic, and its general partners.
Mid-Atlantic may also request banking institutions, brokerage firms, custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial
owners of Common Stock of the Company held of record by such persons, and
Mid-Atlantic will reimburse the reasonable forwarding expenses. Mid-Atlantic has
employed D.F. King & Co., Inc. in connection with the solicitation of proxies at
a cost of approximately $10,000. Approximately 25 employees of D.F. King & Co.,
Inc. will be involved in soliciting proxies for Mid-Atlantic. The total cost of
this solicitation of proxies is expected to be approximately $40,000.00, and
will be paid by Mid-Atlantic. Expenditures through March 12, 1997, in
furtherance of, or in connection with solicitation of proxies total $2,500.
Mid-Atlantic will not seek reimbursement from the Company for any expenses. This
Proxy Statement and the enclosed form of proxy were first mailed to shareholders
on or about March 26,1997.
The Company has its principal executive offices at 225 West Olney Road,
Norfolk, Virginia 23510-1586. The Company's telephone number is (757) 446-6678.
Mid-Atlantic has its principal offices at 289 Hunters Blind Drive, Columbia,
South Carolina 29212. Mid-Atlantic's telephone number is (803) 749-7888.
ANNUAL REPORT
The Annual Report to Shareholders covering the Company's fiscal year ended
December 31, 1996, including financial statements, is required to be furnished
to shareholders by the Board of Directors of the Company. Such Annual Report to
Shareholders does not form any part of the material for this solicitation of
proxies.
INFORMATION IN BOARD'S PROXY STATEMENT
This proxy statement is being delivered to shareholders of the Company in
connection with solicitation of proxies by Mid-Atlantic for use at the Annual
Meeting. It is expected that the Board of Directors of the Company will also
solicit proxies for use at the Annual Meeting and will furnish a Proxy Statement
in connection therewith (the "Board's Proxy Statement"). Neither Mid-Atlantic
nor any of its affiliates is presently an officer or director, or otherwise
engaged in management of the Company. Consequently, Mid-Atlantic does not have
current information about the Company and its management such as is required by
the rules of the Securities and Exchange Commission to be disclosed in a proxy
statement. Accordingly, reference is made to the Board's Proxy Statement for
such information. However, Mid-Atlantic does not make any representation as to
the accuracy or completeness of such information.
REVOCATION OF PROXY
Any shareholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise (a) by giving written notice to the Secretary of
the Company of such revocation, (b) by appearing in person at the
<PAGE>
meeting and giving written notice of revocation to the Secretary of the Company
on a form provided at the meeting, or (c) by executing and delivering to the
Secretary of the Company a later dated proxy. Attendance at the Annual Meeting
will not in itself constitute revocation of a proxy. Any written notice of
revocation should be sent to Corporate Secretary, CENIT Bancorp, Inc., 225 West
Olney Road, Norfolk, Virginia 23510-1586. Shareholders whose shares are not
registered in their names will need documentation from the record holder of the
shares to vote personally at the Annual Meeting.
QUORUM AND VOTING
The securities that may be voted at the meeting consist of shares of Common
Stock of the Company (the "Common Stock"), with each share entitling its owner
to one vote on all matters to be voted on at the Annual Meeting, except as
described below.
The close of business on February 27, 1997 has been established by the
Board of Directors as the record date (the "Record Date") for the determination
of shareholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of Common Stock outstanding on
the Record Date was 1,639,989.
As provided in the Company's Certificate of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an affiliate of such person or entity.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock entitled to vote (after subtracting any shares
held in excess of the Limit) is necessary to constitute a quorum at the Meeting.
In the event there are not sufficient votes for a quorum at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies. The election of directors will be determined by a
plurality of the votes cast. With respect to any action to be taken at the
Meeting other than the election of directors, the affirmative vote of a majority
of those shares present and voting on such action will be required. Valid
proxies which are marked "Abstain" or "Withhold" or as to which no vote is
marked, including proxies submitted by brokers that are the record owners of
shares (so-called "broker non-votes"), are required to be included in
determining the number of votes present or represented at the Annual Meeting.
ACTIONS TO BE TAKEN BY THE PROXIES
Each proxy executed pursuant to this solicitation by Mid-Atlantic, unless
the shareholder otherwise specifies therein, will be voted "FOR" the election of
the persons named in this Proxy Statement as nominees for election to the Board
of Directors and "FOR" approval of the Resolution of Mid-Atlantic recommending
that the Board of Directors engage an investment banker to evaluate the Company.
In each case where the shareholder has appropriately specified how the proxy is
to be voted, it will be voted in accordance with those specifications. Mid-
Atlantic does not hereby seek authority to vote on any other matter of business
which may be brought before the Annual Meeting, unless such matter relates to
the foregoing resolutions, election of Mid-Atlantic's nominees or is incidental
to the conduct of the meeting, in which case, a vote may be cast pursuant to the
accompanying proxy in accordance with the best judgment of the persons voting
the same.
SHAREHOLDER PROPOSALS
If a shareholder wishes to submit a proposal for consideration by the
shareholders of the Company at the 1998 Annual Meeting of Shareholders (the
"1998 Meeting"), then in order for the proposal to be includible in the proxy
2
<PAGE>
statement for the 1998 Annual Meeting, the Board's Proxy Statement states that
such proposal must be received by the Secretary of the Company no later than
November 17, 1997.
The Bylaws of the Company provide a procedure for certain business to be
brought before annual meetings of the Company's shareholders, and such proposals
may be properly brought before the meeting even if they are not includible in
the proxy statement for the meeting, so long as the proposing shareholder
complies with the advance notice provisions of the Bylaws. If written notice of
business proposed to be brought before the 1998 Meeting is given to the
Secretary of the Company, delivered or mailed to and received at the principal
executive offices of the Company not later than November 17, 1997, the Board's
Proxy Statement states that such business may be brought before the 1998
Meeting. Information regarding the contents of the required notice to the
Company is to be found in the Company's Bylaws, which are available from the
Company upon request.
Shareholders are also permitted to submit nominations of candidates for the
Board of Directors. If a shareholder wishes to nominate a candidate to stand for
election as a director at the 1998 Meeting, the nomination shall be made by
written notice to the Secretary of the Company, which the Board's Proxy
Statement states must be delivered or mailed to and received at the principal
executive offices of the Company not later than November 17, 1997. The
requirements regarding the form and content of shareholder nominations for
directors are also set forth in the Bylaws.
SECURITY OWNERSHIP OF PARTICIPANTS
IN MID-ATLANTIC PROXY SOLICITATION
The following table sets forth, as of February 27, 1997, the number and
percent of outstanding shares of the Company's common stock beneficially owned
by Mid-Atlantic, each of its general partners, and the three persons it has
nominated for election as a director of the Company. Information about the
number and percentage of outstanding shares beneficially owned by (i) each
person known by the Company to own more than 5% of the outstanding Common Stock,
(ii) each director of the Company, (iii) each person named in the Summary
Compensation Table, and (iv) all executive officers and directors of the Company
as a group, is required to be set forth in the Board's Proxy Statement, and
reference is made thereto for such information.
<TABLE>
<CAPTION>
Name and Business Number of Shares Percentage of Shares
Address of Participants Beneficially Owned Beneficially Owned
<S> <C> <C>
Mid-Atlantic Investors 50,000 3.1%
P.O. Box 7574
Columbia, SC 29202
H. Jerry Shearer 936 less than 1%
289 Hunters Blind Drive
Columbia, SC 29212
Jerry Zucker 158,584 (1) 9.7%
4838 Jenkins Avenue
Charleston, SC 29405
Mid-Atlantic Investors and 159,520 (2) 9.7%
Messrs. Shearer and Zucker
as a group
3
<PAGE>
Bonnie N. Curling(3) 2,000 less than 1%
4125 S. Military Highway
Chesapeake, VA 23321
William S. Dodson(3) 12,678 less than 1%
3116 Tyre Neck Road
Portsmouth, VA 23703
Burt E. Miller(3) 2,200 less than 1%
201 E. City Hall Avenue
Norfolk, VA 23510
</TABLE>
- -------------------------
(1) Includes the 50,000 shares owned by Mid-Atlantic Investors.
(2) The sum of all shares beneficially owned by Mid-Atlantic and Messrs.
Shearer and Zucker
(3) Nominee for the Company's Board of Directors.
ADDITIONAL INFORMATION ABOUT PARTICIPANTS
IN MID-ATLANTIC PROXY SOLICITATION
Mid-Atlantic is a general partnership organized under the laws of the State
of South Carolina for the purpose of investing in financial institutions. Jerry
Zucker and H. Jerry Shearer are the general partners of Mid-Atlantic. Mr. Zucker
is the chief executive of The InterTech Group, Inc. and the Polymer Group, Inc.,
the address of both of which is Post Office Box 5205, North Charleston, South
Carolina 29406. The principal business of the InterTech Group, Inc. is
manufacture of a wide and diverse variety of polymer and elastomer based
products. The principal business of The Polymer Group, Inc. is manufacture and
marketing of non-woven and woven polyolefin products. Mr. Shearer is managing
partner of Mid-Atlantic.
During the past two years Mid-Atlantic purchased 24,000 shares on March
25, 1996. During the past two years Mr. Shearer purchased 503 shares on February
6, 1996. During the past two years Ms. Curling purchased 300 shares on March 27,
1996 and 1,200 shares on May 6, 1996. Ms. Curling sold 500 shares on May 2,
1995. During the past two years Dr. Dodson purchased 1,000 shares on April 3,
1995; 1,076 shares on August 4, 1995; 1,000 shares on September 13, 1995; 200
shares on August 15, 1996; 1,300 shares on August 19, 1996; and 1,000 shares on
January 9, 1997. Dr. Dodson sold 1,000 shares on December 23, 1996. During the
past two years Mr. Miller purchased 336 shares on August 4, 1995; 100 shares on
September 14, 1995; and 164 shares on May 10, 1996. Mr. Miller sold 200 shares
on January 19, 1995; 500 shares on April 26, 1995; 300 shares on April 27, 1995;
and 100 shares on October 22, 1996.
The shares of common stock owned by Mid-Atlantic, which had a value at
February 28, 1997 of approximately $2,250,000, are pledged to secure a margin
account, which represents funds borrowed for the purpose of acquiring or holding
such shares.
Neither Mid-Atlantic, nor either of Ms. Curling or Messrs. Shearer, Zucker,
Dodson or Miller is, or has been in the past year, a party to any contract,
arrangement or understanding with any person with respect to any securities of
the Company. Neither Mid-Atlantic nor Ms. Curling or Messrs. Shearer, Zucker,
Dodson, Miller or any of their associates has any arrangement or understanding
with any person with respect to any future employment by the
4
<PAGE>
Company or its affiliates, or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party.
Mr. Shearer's wife, Martha M. Shearer, has beneficial ownership of 105
shares of the Company's Common Stock. Mrs. Shearer resides at 289 Hunters Blind
Drive, Columbia, South Carolina 29212. Dr. Dodson is co- trustee of a retirement
plan that has beneficial ownership of 3,300 shares of the Company's Common
Stock. The name of this retirement plan is Drs. Dodson and Taylor, Inc.,
Employees' Profit Sharing Plan and its address is 3116 Tyre Neck Road,
Portsmouth, Virginia.
ELECTION OF DIRECTORS
The Company's Board of Directors has set at four the number of directors
to be elected at the Annual Meeting, each to serve a three-year term or until a
successor is elected and qualified, and has nominated persons to be elected for
each of these four directorships. Such persons are required to be identified in
the Board's Proxy Statement, and information about such persons' employment,
business experience and terms of office is also required to be set forth
therein.
Mid-Atlantic has nominated the following people for the Board of Directors
of the Company:
Name (Age) Principal Occupation and Business Experience for the
Past Five Years
Bonnie N. Curling Businesswoman; Co-owner, W.E. Curling, Inc.
(45) (underground utilities), C & V Utilities, Inc.)
(asphalt and concrete
William S. Dodson Oral and Maxillo-Facial Surgeon, Drs. Dodson, Taylor
(63) & Jett, Inc. (oral and maxillo-facial surgeons)
Burt E. Miller Senior Vice President, Anders Williams & Co., Inc.
(45) (shipping); Executive Vice President and Chief
Operating Officer, Marine Oil Service, Inc. (oil
transportation)
The address of W.E. Curling, Inc. and C & V Utilities, Inc. is 4125 S. Military
Highway, Chesapeake, Virginia 23321. The addresses of Drs. Dodson, Taylor &
Jett, Inc. are 3116 Tyre Neck Road, Portsmouth, Virginia 23703 and 2441 Pruden
Boulevard, Suffolk, Virginia 23434. The address of Anders Williams & Co., Inc.
and Marine Oil Service, Inc. is 201 E. City Hall Avenue, Norfolk, Virginia
23510.
Bonnie N. Curling is a resident of Chesapeake, Virginia. Since 1976, Ms. Curling
has been Controller, Secretary and Treasurer of W.E. Curling Welding Service,
Inc. and since 1985 Ms. Curling has been President of C & V Utilities, Inc.
Prior to 1976, Ms. Curling was employed by Chesapeake Public Schools,
Chesapeake, Virginia.
William S. Dodson is a resident of Chesapeake, Virginia. Since 1961, Dr. Dodson
has been engaged in the private practice of oral and maxillofacial surgery in
Chesapeake, Portsmouth, and Suffolk, Virginia. Dr. Dodson holds a Bachelor of
Science Degree from Hampden-Sydney College and a Doctorate of Dental Surgery
degree from the Medical College of Virginia School of Dentistry. Dr. Dodson is
Chairman of the Ethics Committee of Tidewater Dental Society, a post he has held
for more than ten years. Dr. Dodson is past chief of Staff of Portsmouth General
Hospital and has lectured extensively on the topic of reconstructive Oral and
Maxillofacial surgery throughout the United States and abroad.
Burt E. Miller is a resident of Norfolk, Virginia. Mr. Miller has been
associated with the Anders Williams Ship Agency, Inc., and its affiliates, for
more than five years. Mr. Miller is Senior Vice President of the Anders
5
<PAGE>
Williams Ship Agency, Inc. and Anders Williams & Co., Inc. Mr. Miller also
serves as Executive Vice President and Chief Operating Officer of Marine Oil
Service, Inc., Vice President of Anderson Williams Trucking Co., Inc., and Vice
President of Anders Williams Properties, Inc. Mr. Miller is Managing Member of
Norfolk Marine Capital, L.L.C. and Marine Oil Service of New York, L.L.C. and is
Treasurer of Hampton Road Shipping Association. Mr. Miller hold a Bachelor of
Science degree in Analytical Management from the United States Naval Academy.
Mid-Atlantic has only nominated three persons to be elected directors. The
Board of Directors has set the size of the Board at eleven and has nominated
persons for each of the four positions for which directors are to be elected.
Therefore, there are seven nominees for four positions. The four nominees who
receive the greatest number of votes will be elected. The three nominees who
receive the least number of votes will not be elected.
Shareholders who use the Mid-Atlantic proxy card will only be able to vote
for three director nominees: Ms. Curling, Dr. Dodson and Mr. Miller.
Shareholders who use the management proxy card will be able to vote for four
nominees but will not be able to vote for Ms. Curling, Dr. Dodson or Mr. Miller
because they are not named on management's proxy card. Shareholders are not
permitted to use both proxy cards, thus, shareholders cannot vote for the three
nominees on Mid-Atlantic's proxy card and also vote for the four other nominees
using management's proxy card.
If Ms. Curling, Dr. Dodson and Mr. Miller are elected, eight of the eleven
members of the Board will be management nominees. Since the Company's bylaws
provide that action by the directors shall be by majority vote, Ms. Curling, Dr.
Dodson and Mr. Miller will not be able to cause any action to be taken or not
taken unless a substantial number of other directors agree with Ms. Curling, Dr.
Dodson and Mr. Miller. Nevertheless, Ms. Curling, Dr. Dodson and Mr. Miller may,
because of their different backgrounds, their extensive, hands-on business
experience and otherwise, be able to inform and persuade other directors
sufficiently to cause the Board to take or not take various actions.
Mid-Atlantic has nominated Ms. Curling, Dr. Dodson and Mr. Miller because
it believes that the Company will benefit from the participation on the board of
directors of new people who have not been selected by the existing board of
directors. Ms. Curling, Dr. Dodson and Mr. Miller are all investor shareholders
who, with the exception of their share ownership, have no personal economic
interest in the Company. They are independent of management. Mid-Atlantic
believes that they will, if elected, pursue the best interests of the
shareholders, the owners, of the Company. Mid-Atlantic has no agreement or
understanding with any of Ms. Curling, Dr. Dodson or Mr. Miller regarding her or
his service on the board of directors other than its expectation that each of
them will discharge his or her duties as a director in accordance with
applicable law and in the best interests of the shareholders of the Company.
Mid-Atlantic urges you to use its proxy card and vote FOR Ms. Curling, Dr.
Dodson and Mr. Miller who are the only persons who were not nominated by
existing management.
RESOLUTION TO BE PRESENTED AT THE
ANNUAL MEETING BY MID-ATLANTIC
Mid-Atlantic plans to present the resolution set forth below to the
shareholders for a vote at the Annual Meeting. Mid-Atlantic is soliciting
proxies pursuant hereto to vote "FOR" both resolutions.
Resolution Proposed By Mid-Atlantic Investors
RESOLVED that it is the desire of the shareholders that the Board of
Directors promptly engage an investment banker to determine the present value of
the Company if it remains independent as well as the value that would be
6
<PAGE>
likely to be obtained from a sale of the Company, and report the conclusions of
the investment banker to the shareholders within six months.
Mid-Atlantic recommends you vote FOR this resolution.
Mid-Atlantic has discussed with management of the Company management's
vision for the Company's future on a number of occasions. Management has not
articulated to Mid-Atlantic or the shareholders a clear plan for maximizing the
value of the Company to its shareholders. It appears to Mid-Atlantic that
management is operating from a misguided and erroneous belief that the Company
will have greater value to the shareholders if it remains independent rather
than if it is sold. The purpose of the resolution is to encourage management to
seek a professional opinion on the matter and share the results with the
shareholders. Based on the information currently available to it, Mid-Atlantic
believes that a sale of the Company would be in the best interest of the
shareholders. Mid-Atlantic hopes that adoption of this resolution will lead to a
prompt sale of the Company.
CERTAIN TRANSACTIONS
None of Mid-Atlantic, nor Ms. Curling or Messrs. Shearer, Zucker, Dodson or
Miller or their associates has had any loan relationships with the Company or
any of its subsidiaries since December 31, 1995.
OTHER BUSINESS
The Board of Directors of the Company is expected to present other business
at the Annual Meeting. Such other business is required to be set forth in the
Board's Proxy Statement, and reference is made thereto for such information.
Mid-Atlantic does not seek authority hereby to vote on any such other business
unless it relates to nominees for the Board of Directors of the Company, the
resolution discussed herein, or is incidental to the conduct of the meeting, in
which case, it is the intention of the persons named in the accompanying proxy
to vote such proxy in accordance with their best judgment on such matters.
7
<PAGE>
PROXY
CENIT BANCORP, INC.
PROXY SOLICITED ON BEHALF OF MID-ATLANTIC INVESTORS
FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
H. Jerry Shearer and Jerry Zucker, or either of them, with full power of
substitution, are hereby appointed as agent(s) of the undersigned to vote as
proxies all of the shares of Common Stock of CENIT Bancorp, Inc. (the "Company")
held of record by the undersigned on the Record Date at the 1997 Annual Meeting
of Shareholders to be held at The Chrysler Museum of Art, 245 West Olney Road,
Norfolk, Virginia 23510, on April 23, 1997, at 5:00 p.m., and at any adjournment
thereof, as follows:
1. ELECTION OF [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
DIRECTORS. listed below to vote for all nominees
listed below
[ ] WITHHOLD AUTHORITY only on the
following nominees:
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL(S), WRITE THE
NOMINEE'S(S') NAME(S) ON THE LINE ABOVE.
NOMINEES: Bonnie N. Curling, William S. Dodson, Burt E. Miller (The
agents will not vote for any of the other four nominees for director.)
2. RESOLUTION OF THE SHAREHOLDERS:
(a) RESOLVED that it is the desire of the shareholders that the Board of
Directors promptly engage an investment banker to determine the present
value of the Company if it remains independent as well as the value
that would be likely to be obtained from a sale of the Company, and
report the conclusions of the investment banker to the shareholders
within six months.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. And, in the discretion of said agents, upon such other business relating to
the foregoing as may properly come before the meeting, and matters
incidental to the conduct of the meeting.
THE PROXIES WILL BE VOTED AS INSTRUCTED. IF NO CHOICE IS INDICATED WITH RESPECT
TO A MATTER WHERE A CHOICE IS PROVIDED, THIS PROXY WILL BE VOTED "FOR" SUCH
MATTER.
Please sign exactly as name appears below. When signing as attorney, executor,
administrator, trustee, guardian, or similar position, please give full title.
If more than one trustee, all should sign. Joint accounts need only one
signature, but all account holders should sign if possible.
Dated: , 1997
