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.
1) Title of each class of securities to which transaction applies.
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2) Aggregate number of securities to which transaction applies.
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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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
CENIT Bancorp, Inc. Michael S. Ives
Corporate Offices President and
225 West Olney Road Chief Executive Officer
Norfolk, Virginia 23510
(757) 446-6678
CENIT BANCORP, INC.
March 31, 1997
Dear Fellow Stockholder:
As a stockholder of CENIT Bancorp, Inc. ("CENIT"), you may have received
proxy solicitation materials from Mid-Atlantic Investors ("Mid-Atlantic"). The
Mid-Atlantic solicitation seeks your proxies for the election of directors of
CENIT and in favor of a resolution that Mid-Atlantic may present at the 1997
Annual Meeting on April 23, 1997.
DO NOT SIGN OR RETURN MID-ATLANTIC'S GREEN PROXY CARD --
SIMPLY THROW IT AWAY
INFORMATION ABOUT OUR PREVIOUS WHITE PROXY CARD
In our proxy statement dated March 17, 1997, which included CENIT's
original White proxy card, we asked for your authority to vote your shares in
the discretion of the Board of Directors as to any matters that might come
before the Annual Meeting. Mid-Atlantic has withdrawn three of the four possible
proposals that were mentioned in our proxy statement, and CENIT would now like
to make clear that if Mid-Atlantic's remaining proposal is brought before the
Annual Meeting, the Board of Directors' proxy holders will vote their
discretionary authority granted pursuant to the White proxy cards AGAINST
Mid-Atlantic's proposal.
IF YOU WANT YOUR SHARES TO BE VOTED FOR CENIT'S NOMINEES AND AGAINST THE
MID-ATLANTIC PROPOSAL, AND YOU HAVE ALREADY RETURNED OUR WHITE CARD BUT NOT
MID-ATLANTIC'S GREEN CARD, THEN YOU NEED TO DO NOTHING FURTHER. In that case,
your shares will be voted as you have directed with regard to the election of
directors and AGAINST the Mid-Atlantic proposal. If you do not wish your shares
voted AGAINST the Mid-Atlantic proposal, you must execute and return a new proxy
card indicating your preference (please see below for further voting
instructions).
THE BOARD OF DIRECTORS' REASONS FOR SUPPORTING CENIT'S NOMINEES FOR THE
BOARD OF DIRECTORS
The four nominees to the Board of Directors of CENIT proposed by CENIT are
Messrs. David L. Bernd, Patrick E. Corbin, John A. Tilhou and David R. Tynch.
Each nominee is presently a director of CENIT, and has substantial experience as
a member of the Board of Directors of CENIT or one of its predecessor
institutions. The qualifications, business background and other information
regarding each of these directors are contained in CENIT's March 17, 1997 proxy
statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF ITS NOMINEES TO
THE BOARD OF DIRECTORS.
<PAGE>
March 31, 1997
Page 2
Mid-Atlantic proposes three alternative nominees, none of whom presently
serve as a director of CENIT. After CENIT received notice from Mid-Atlantic of
the possibility that Mid-Atlantic would nominate individuals to the Board of
Directors, CENIT invited each of the Mid-Atlantic nominees to meet with the
Nominating Committee of the Board of Directors for an interview. On the day
prior to the scheduled meeting, a representative of Mid-Atlantic contacted
CENIT and advised us that none of their nominees would be allowed to meet with
the Nominating Committee. CENIT never heard from any of the three nominees
directly. For this reason, the Nominating Committee was unable to consider the
qualifications, experience or independence of any of the Mid-Atlantic nominees.
The Board of Directors believes that the election of any of the
Mid-Atlantic nominees would have the potential to destabilize CENIT. These
nominees have been hand-picked by Mid-Atlantic, and Mid-Atlantic has such
control over their actions that they were not even allowed to meet with CENIT's
Nominating Committee. The Board of Directors believes that the stockholders
should return to the Board the four individuals proposed by CENIT, who have
served CENIT well, who add value to our company because of their business
experience and community prominence, and who have contributed greatly to the
success that CENIT has enjoyed in recent years.
THE BOARD OF DIRECTORS' REASONS FOR OPPOSING
MID-ATLANTIC'S PROPOSAL
Mid-Atlantic's proposal asks the stockholders to express their desire that
the Board of Directors of CENIT engage an investment banker to determine CENIT's
present value as an independent concern, as well as the value that would be
likely to be obtained from a sale of CENIT, and to publicly report the
conclusions of the investment banker to CENIT's stockholders within six months.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST MID-ATLANTIC'S PROPOSAL FOR THE
FOLLOWING REASONS:
The Board of Directors believes that CENIT's current strategies to build
stockholder value by pursuing strategic expansions of CENIT's franchise and
services are in the best interests of CENIT and its stockholders. The proposal
by Mid-Atlantic to direct the Board to publicly advertise valuations of CENIT
would not allow CENIT to realize any future benefits from recent strategic
initiatives. The Board of Directors believes that a publicly-disclosed valuation
of CENIT would simply result in a forced auction of CENIT, and Mid-Atlantic's
proxy statement makes clear that an immediate sale of CENIT is the goal of this
resolution. The Board of Directors considers this proposal a tactic designed to
pressure the directors to abandon their fiduciary duties by placing CENIT "in
play" now without considering other alternatives that could result in better
long-term results. The Board of Directors cannot and will not abdicate its
fiduciary obligations to act in the stockholders' best interests simply to
satisfy Mid-Atlantic's demands for limited, short-term gain.
CENIT regularly consults investment advisors and others with regard to
CENIT's strategic plans, and if an appropriate strategic opportunity arises that
the Board of Directors believes will be in the best interests of the
stockholders, CENIT retains the flexibility to act on such opportunities.
The approval of this proposal by Mid-Atlantic will require the affirmative
vote of a majority of votes cast by the holders of Common Stock who are present
in person or represented by proxy and entitled to vote at the Annual Meeting.
Broker non-votes and abstentions will not be included in vote totals and will
have no effect on the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST MID-ATLANTIC'S PROPOSAL.
<PAGE>
March 31, 1997
Page 3
VOTING INSTRUCTIONS
If you have already returned CENIT's White proxy card, and no others: If
you have previously signed, dated and returned a White proxy card conferring
discretionary authority on CENIT's proxy holders, and you have not executed any
later dated proxies, and you wish to vote your shares AGAINST the Mid-Atlantic
proposal as the Board of Directors recommends, DO NOTHING. Your previously
submitted proxy card will be voted AGAINST the Mid-Atlantic proposal and FOR
CENIT's nominees.
If you have previously submitted a White proxy card, and you have not
executed any later-dated proxies, and YOU WOULD LIKE TO REVOKE THE DISCRETIONARY
AUTHORITY TO VOTE AGAINST THE MID-ATLANTIC PROPOSAL conferred by that White
card, you may complete, sign, date and return the accompanying White proxy card.
INDICATE YOUR PREFERENCE as to the Mid-Atlantic proposal.
If you have returned Mid-Atlantic's Green proxy card, but now wish to
change your mind: If you have executed and returned a Green Mid-Atlantic proxy
card, either without executing a White proxy card or after executing a White
proxy card, and marked the intention to vote for the Mid-Atlantic director
nominees or for the Mid-Atlantic proposal, and you would like to change any of
your votes, please complete, sign, date and return the accompanying White proxy
card and indicate your voting preferences.
If you have not yet returned any proxy cards: If you have not executed and
returned any proxy cards, please complete, sign, date and return the
accompanying White proxy card. Mark your preferences for each matter.
EXECUTED BUT UNMARKED WHITE PROXY CARDS WILL BE VOTED ACCORDING TO THE
BOARD OF DIRECTORS' RECOMMENDATIONS AS TO EACH ITEM FOR WHICH NO PREFERENCE IS
MARKED. IN ADDITION, UNLESS YOU INDICATE OTHERWISE, EXECUTED WHITE PROXY CARDS
WILL BE VOTED AGAINST THE MID-ATLANTIC PROPOSAL AND IN THE DISCRETION OF PROXY
HOLDERS AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
The accompanying proxy is solicited by the Board of Directors of CENIT for
use at the Annual Meeting to be held on April 23, 1997 and at any adjournment
thereof. You may revoke it any time by prior to its use by duly executing a
later proxy, or by written communication to the Secretary of CENIT. Executing a
proxy will not prevent a stockholder from voting in person at the Annual Meeting
as to any matter brought before the Annual Meeting as to which stockholders are
entitled to vote. Properly executed proxies not revoked will be voted according
to the instructions thereon at the Annual Meeting or at any adjournment thereof.
SOLICITATION OF PROXIES
The cost of CENIT's proxy solicitation will be borne by CENIT. CENIT has
engaged Georgeson & Company to assist it in its proxy solicitations regarding
the Annual Meeting. Georgeson & Company will perform these solicitations at an
anticipated cost of approximately $25,000 plus expenses. In addition, CENIT
estimates that it will spend an additional $95,000 in furtherance of or in
connection with its solicitations. CENIT's total expenditures to date in
furtherance of, or in connection with the solicitation of stockholders are
$39,991. These costs do not include amounts normally expended by CENIT for a
solicitation for an election of directors in the absence of a contest or costs
represented by salaries and wages of regular employees and officers. Proxies may
also be solicited personally or by telephone, fax, or telegraph by directors,
officers, regular employees and agents of CENIT, CENIT Bank, FSB or Princess
Anne Bank without additional compensation. CENIT and/or Georgeson & Company will
also request persons, firms and corporations holding shares in their names, or
the name of their nominees, which are beneficially owned by others, to send
proxy material to and obtain proxies from such beneficial owners, and will
reimburse such holders for their reasonable expenses in doing so. CENIT and/or
Georgeson & Co. may request banks and brokers or other similar agents or
fiduciaries to transmit the proxy materials to the beneficial owners for their
voting instructions and will reimburse them for their expenses in so doing.
<PAGE>
March 31, 1997
Page 4
OTHER
PLEASE REFER TO OUR ORIGINAL NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
OF MARCH 17, 1997, WHICH IS INCORPORATED HEREIN BY REFERENCE IN ITS ENTIRETY,
FOR INFORMATION REGARDING VOTING PROCEDURES, OUTSTANDING SECURITIES, ELECTION OF
DIRECTORS, SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVES, AND OTHER MATTERS.
We urge you to take the proper steps, according to the instructions above,
to ensure your shares are voted according to your wishes.
You are welcome to attend the Annual Meeting on April 23, 1997 and vote in
person for or against any matter that may be presented, regardless of any
proxies you may or may not have executed beforehand.
Thank you for your continued support of CENIT.
Sincerely,
Michael S. Ives,
President and Chief Executive Officer
<PAGE>
CENIT BANCORP, INC. REVOCABLE PROXY
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CENIT BANCORP,
INC., FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23,
1997 AND ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of CENIT Bancorp,
Inc. (the "Company"), or any of them, as proxy, each with full power of
substitution to represent the undersigned at the Annual Meeting of Stockholders
(the "Meeting"), and at any adjournment or adjournments thereof, and thereat to
act with respect to all votes that the undersigned would be entitled to cast, if
then personally present on the matters referred to on the reverse side in the
manner specified. The undersigned hereby revokes all proxies heretofore given by
the undersigned related to the Meeting.
THIS PROXY, IF EXECUTED, WILL BE VOTED AS DIRECTED, BUT, IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS LISTED
IN PROPOSAL 1 AND AGAINST PROPOSAL 2. PLEASE SIGN AND DATE THIS PROXY ON THE
REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE. THIS PROXY MUST BE RECEIVED
BY THE COMPANY NO LATER THAN APRIL 23, 1997.
This Proxy is revocable and the undersigned may revoke it at any time prior
to the Meeting by giving written notice of such revocation to the Secretary of
the Company or by filing with the Secretary of the Company a duly executed proxy
bearing a later date. Should the undersigned be present and wish to vote in
person at the Meeting, or any adjournment thereof, the undersigned may revoke
this Proxy by giving written notice of such revocation to the Secretary of the
Company on a form provided at the Meeting.
(Continued and to be signed on reverse side)
<PAGE>
PLEASE MARK
YOUR VOTES AS
[X] INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1.
FOR
(EXCEPT AS MARKED WITHHOLD
TO THE CONTRARY) AUTHORITY
[ ] [ ]
(1) Election of Directors of all nominees listed
David L. Bernd, Patrick E. Corbin, John A. Tilhou, David R. Tynch
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below.
----------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE AGAINST PROPOSAL 2.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(2) 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.
(3) To vote, in its discretion, upon any other matters that may properly come
before the Meeting or any adjournment thereof.
Dated: _________________________________ , 1997
_______________________________________________
Signature
_______________________________________________
Signature
Please sign your name exactly as it appears
hereon. Joint accounts need only one signature,
but all accountholders should sign if possible.
When signing as an administrator, agent,
corporation officer, executor, trustee, guardian
or similar position or under a power of
attorney, please add your full title to your
signature. PLEASE RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE>
CENIT Bancorp, Inc.
Corporate Offices
225 West Olney Road
Norfolk, Virginia 23510
(757) 446-6678
CENIT BANCORP, INC.
PROTECT THE LONG-TERM VALUE OF YOUR
INVESTMENT
DO NOT BE FOOLED BY MID-ATLANTIC'S
SHORT-SIGHTED VIEW OF
CENIT BANCORP'S ACCOMPLISHMENTS AND ITS FUTURE
PLEASE SIGN, DATE AND RETURN THE ENCLOSED
WHITE PROXY CARD TODAY!
March 31, 1997
Dear Fellow Stockholder:
As I have previously written to you, the Annual Meeting of CENIT Bancorp
will be held on April 23, 1997. For your convenience, enclosed is a new WHITE
proxy card and postage paid return envelope, together with a supplement to our
proxy statement dated March 17, 1997. I strongly urge you to protect your
interests by signing, dating, and returning the WHITE proxy card today.
You may soon receive proxy material from a group called Mid-Atlantic
Investors seeking your support to elect their representatives to the CENIT Board
of Directors. Mid-Atlantic's only goal is to force the immediate sale of your
Company. We strongly disagree with both Mid-Atlantic's goals and its methods.
Putting CENIT "on the block" in such a fashion would deprive you of the
long-term value of your investment. Remember, your Board is committed to acting
in the best interests of CENIT and all its stockholders; Mid-Atlantic is
committed to acting only in its own interest - not yours.
Your Board and management have adopted strategies which have been extremely
successful in building stockholder value for the past five years. The market
price of our Common Stock has increased at an average annual rate of 31.3% per
year. CENIT's performance compares favorably both to the S&P 500 Index and to
the CRSP Index for the NASDAQ Stock Market. The following charts demonstrate the
success of
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<PAGE>
CENIT's business strategy as revealed in stock price and dividend payments, the
two key measures of investor return:
Cumulative Total Return
8/06/92 - 2/28/97
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Nasdaq Stock Market
CENIT Bancorp (U.S. Companies) S&P 500
------------- ---------------- -------
8/06/92 100.000 100.000 100.000
11/30/92 117.308 114.115 103.658
2/28/93 123.077 117.144 107.237
5/31/93 121.825 122.283 109.631
8/31/93 149.674 129.351 113.571
11/30/93 165.893 132.135 113.895
2/28/94 174.410 138.633 115.956
5/31/94 190.839 128.731 114.199
8/31/94 207.287 134.636 119.750
11/30/94 178.203 132.389 115.163
2/28/95 224.639 140.565 124.586
5/31/95 281.049 153.137 137.270
8/31/95 299.753 181.317 145.735
11/30/95 299.753 188.754 157.993
2/29/96 280.604 195.867 168.148
5/31/96 286.312 222.597 176.619
8/31/96 290.131 204.477 173.189
11/30/96 328.765 231.163 202.273
2/28/97 369.628 233.837 212.403
CENIT Bancorp
Dividends Paid Per Share
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
1994 1995 1996
---- ---- ----
$0.36 $0.40 $0.75
We are confident our strategies will continue to be successful in the
future. We intend to continue this record of success and we are excited about
the prospects for continued growth in the value of CENIT. We have implemented a
plan to create real value instead of short-term gains, and we believe CENIT is
poised to realize even greater benefits of these and other initiatives:
- - Expansion - During 1996, CENIT acquired approximately $68 million of
deposits in our local markets from another institution, continuing our plan
of growing CENIT's community banking franchise in the local market.
- - CENIT earned more than $5 million, or $3.00 per share, in 1996, exclusive
of a one-time deposit insurance assessment mandated by Congress. In 1997,
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<PAGE>
CENIT will enjoy the full benefit of substantially lower deposit insurance
rates.
- - The total assets of the Company grew almost 11% in 1996 to $707.1 million
at December 31, 1996.
- - Loans held for investment increased more than 32% in 1996.
- - New loan programs resulted in an increase of almost 44% in our home equity
and second mortgage loan portfolios during the last nine months of 1996.
- - In 1996, CENIT refurbished two branches acquired from another institution,
expanded our exciting Super Kmart initiative by opening another
"supercenter" office, and added seven ATMs.
- - Merchant credit card processing continues to improve. In 1996 alone, gross
fees from this business increased by 47% and the number of merchant
accounts increased by almost 36%.
- - Technological advances are enabling us to become more competitive with
larger banks in many areas without incurring substantial additional
overhead or costs.
We are convinced that our strategic vision of a community bank with a
strong local identity, with all the customer services and conveniences available
through well-trained and highly-qualified employees equipped with up-to-date
technology, can achieve solid growth and superior investment return for
investors.
DO NOT BE MISLED
BY MID-ATLANTIC AND ITS SCHEME TO SELL THE COMPANY
PREMATURELY
Mid-Atlantic's quick sale scheme asks you to forego the full returns from
investments CENIT has already made. Mid-Atlantic is only interested in
short-term profits for itself, not in maximizing long-term value for all
stockholders.
Mid-Atlantic's candidates - all of whom we believe were found for
Mid-Atlantic by a local stockbroker - have no experience in the banking
industry, could not bring new value or resources to the Board, and could not
effectively represent the interests of all of CENIT's stockholders.
We invited all three candidates to meet with our Board's Nominating
Committee so we could meet them and consider their qualifications. Mid-Atlantic,
which apparently controls their actions, told us that they would not allow them
to come.
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<PAGE>
In contrast, CENIT's Board nominees bring to your company years of business
and banking experience, local prominence, close ties to the community and
CENIT's existing and potential customers, and proven experience with CENIT and
its predecessor institutions.
PROTECT YOUR INVESTMENT IN CENIT'S FUTURE
A forced quick sale is never the best way to get the highest price. Yet
this is exactly what Mid-Atlantic is pushing for by proposing to hire an
investment bank to hang a price-tag on your Company. This would eliminate any
leverage we might have to get a premium price based on the present value and
future prospects of CENIT.
We urge you to reject Mid-Atlantic's attempts to seize control of your
Company. Discard any Green proxy card from Mid-Atlantic. Protect your investment
in CENIT's future by signing, dating and returning the enclosed WHITE proxy card
today.
Even if you have already returned a proxy card, you can vote by signing,
dating and returning the enclosed WHITE proxy card. However, only your latest
dated proxy card counts.
Thank you for your continuing support.
On behalf of the Board of Directors,
Michael S. Ives
President and Chief Executive Officer
If your shares of Common Stock are held in the name
of a bank or brokerage firm, only that firm
can execute a proxy card on your behalf.
Please contact the person responsible for your account
and give instructions for a WHITE proxy card to be voted
FOR Proposal 1 and AGAINST Proposal 2.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NY 10005
TOLL-FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
Internet: http://www.georgeson.com
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