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.
- ----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------------
(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 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>
NEWS RELEASE
_______________________________________________________________________________
CENIT Bancorp, Inc.
225 West Olney Road
Norfolk, Virginia 23510
(804) 446-6600
CENIT BANCORP, INC.
FOR IMMEDIATE RELEASE
CONTACT: Michael S. Ives/757-446-6678
President & Chief Executive Officer
CENIT Bancorp, Inc.
CENIT Urges Shareholder Rejection of Forced Sale Ploy
NORFOLK, Va., April 3 -- CENIT Bancorp, Inc., (NASDAQ:CNIT) is urging
shareholders to counter a scheme by Mid-Atlantic Investors that CENIT's Board
has determined would likely devalue the company by forcing a premature merger or
sale.
Shareholders this week began receiving a letter asking them to protect
their interests as CENIT shareholders by signing and returning CENIT's proxy
card prior to the company's annual meeting scheduled here for April 23, at which
four board seats will be filled.
Mid-Atlantic Investors, based in Columbia, S.C., filed a proxy statement
with the Securities and Exchange Commission, saying it planned to nominate its
own candidates for three seats on the CENIT board and proposed a resolution to
support an effort to hire an investment banker to place a value on CENIT.
In its letter, CENIT's Board told shareholders that Mid-Atlantic is
interested only in short-term gains for itself and not in maximizing long-term
value for all shareholders. The Board stated its belief that placing a price tag
on the company will eliminate any benefit that shareholders might realize from
CENIT's excellent future prospects.
In contrast to the Mid-Atlantic ploy, CENIT has firm plans to help ensure
that shareholders will realize long-term value from their investment. Indeed,
the current CENIT Board and management are executing strategies that have built
shareholder value significantly for the past five years:
- - the market price of CENIT Common Stock has risen at an average annual rate
of 31.3 percent per year
- - in 1996 alone, loans held for investment increased more than 32 percent and
assets grew nearly 11 percent
- - CENIT continued its commitment to its home market in 1996 by acquiring some
$68 million in local deposits from another institution.
-more-
<PAGE>
CENIT's Board also pointed out that its nominees have years of proven
banking experience and close ties to the community and customers, in stark
contrast to the three individuals on Mid-Atlantic's slate, who have no banking
experience. Moreover, the Board's letter noted that while the CENIT Board's
Nominating Committee individually invited the three Mid-Atlantic candidates to
meet with the Committee, the only response received was a communication from
Mid-Atlantic that the three would not be allowed to attend such meetings. The
Board considers that move a telling sign of the lack of independence on the part
of the Mid-Atlantic nominees.
CENIT Bancorp, Inc., is a publicly held bank holding company based in
Norfolk, Va., with total 1996 assets of $707.1 million. It is the parent of
CENIT and Princess Anne banks.
If you have questions or need assistance in voting your shares, please
contact the firm assisting CENIT Bancorp, Inc., 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
###
