UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CENIT Bancorp. Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
15131W-10-9
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(CUSIP Number)
H. Jerry Shearer P. O. Box 7574, Columbia, S.C. 29202 (803) 749-7888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 22, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 15131W-10-9 PAGE 2 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Zucker
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
108,584
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8. SHARED VOTING POWER
50,000
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9. SOLE DISPOSITIVE POWER
108,584
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10. SHARED DISPOSITIVE POWER
50,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,584
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 15131W-10-9 PAGE 3 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Shearer
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
PF, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,041
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8. SHARED VOTING POWER
50,000
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9. SOLE DISPOSITIVE POWER
1,041
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10. SHARED DISPOSITIVE POWER
50,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,041
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 15131W-10-9 PAGE 4 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-Atlantic Investors
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
50,000
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
50,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
5
Item 1. Security and Issuer
Common stock of CENIT Bancorp, Inc., 225 West Olney Road, Norfolk, Virginia
23510 (the "Issuer").
Item 2. Identity and Background
Mid-Atlantic Investors ("Mid-Atlantic") is a general partnership organized
under the laws of the state of South Carolina for the purpose of investing in
financial institutions. Its address is Post Office Box 7574, Columbia, South
Carolina 29202. Messrs. Zucker and Shearer are the partners of Mid-Atlantic.
Mid-Atlantic has not, during the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it was or is subject to any
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, state or federal securities laws or finding
any violation with respect to such laws.
Jerry Zucker is a natural person who resides at 16 Buckingham Drive,
Charleston, South Carolina 29407. Mr. Zucker's principal occupation is as the
chief executive officer of The InterTech Group, Inc., and The Polymer Group,
Inc. Post Office Box 5205, North Charleston, South Carolina 29406. Mr. Zucker
has not, during the last five years, been convicted in a criminal proceeding or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to any
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, state or federal securities laws or finding
any violation with respect to such laws. Mr. Zucker is a citizen of the State of
South Carolina and the United States of America.
H. Jerry Shearer is a natural person residing at 289 Hunters Blind Drive,
Columbia, South Carolina 29212. His principal occupation is as managing partner
of Mid-Atlantic. Mr. Shearer has not, during the last five years, been convicted
in any criminal proceeding or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Mr. Shearer is a
citizen of the State of South Carolina and the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The 159,625 shares of common stock as to which this filing relates were
purchased for $4,502,585 with personal funds, working capital of Mid-Atlantic,
and on margin. Margin transactions were with Dean Witter Reynolds, Inc., on such
firm's usual terms and conditions.
Item 4. Purpose of Transaction
The purpose of the acquisition of the securities by Mid-Atlantic, Mr.
Zucker and Mr. Shearer is for investment and to take actions which may enhance
the value of the
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6
securities as an investment. In conjunction therewith, Mid- Atlantic, Mr.
Shearer and/or Mr. Zucker may seek to obtain the requisite approval, or lack of
objection, from the Office of Thrift Supervision ("OTS") to increase its
ownership beyond 10% if such a transaction is permissible under the Articles of
Incorporation of the Issuer and would not constitute an acquisition of control
of the Issuer. Mid-Atlantic, Mr. Shearer and/or Mr. Zucker may acquire and/or
sell additional securities of the Issuer through open market purchases or
privately negotiated transactions. Mid-Atlantic, Mr. Shearer and/or Mr. Zucker
may propose, sponsor or support candidates for election to the board of
directors by proxy solicitation or otherwise. Mid-Atlantic, Mr. Shearer and/or
Mr. Zucker may also seek to encourage a business combination between the Issuer
and some third person, if such transaction would be profitable to Mid-Atlantic,
Mr. Shearer and/or Mr. Zucker. Mid-Atlantic, Mr. Shearer and/or Mr. Zucker may
communicate with other shareholders to the extent permitted under the proxy
rules.
Mid-Atlantic has given requisite notice to the Issuer to nominate up to
three persons for election to the Bard of Directors of the Issuer at the 1997
Annual Meeting of Stockholders.
Item 5. Interest in Securities of the Issuer
Mid-Atlantic, Mr. Zucker and Mr. Shearer together beneficially own 50,000
shares, or 3.1% of the Issuer's common stock, over which they share voting,
investment and dispositive power. Mr. Shearer beneficially owns another 1,041
shares of the Issuer's common stock. Mr. Shearer has sole voting, investment and
dispositive power with respect to such 1,041 shares. Mr. Zucker beneficially
owns another 108,584 shares of the Issuer's common stock (6.6%). Mr. Zucker has
sole voting, investment and dispositive power over such 108,584 shares. As a
group, Mid-Atlantic Investors, Mr. Shearer and Mr. Zucker beneficially own
159,625 shares of the Issuer's common stock or 9.7%.
The following shares were acquired in over-the-counter transactions in the
60 days prior to March 3, 1995:
Per Share
Date Shares Price
2/23/95 22,000 25.875
2/23/95 90,000 26.50
3/01/95 2,000 28.50
3/02/95 4,000 29.00
3/02/95 2,000 29.25
3/02/95 3,600 29.50
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
50,000 of the shares of common stock of the Issuer as to which this filing
relates are partnership property of Mid-Atlantic. As such, they will be voted
and/or disposed of by the partnership pursuant to the vote of the partners of
Mid-Atlantic. Any income or loss recognized
by the partnership in connection with the ownership or disposition of such
securities will be divided between the partners in accordance with the
partnership agreement.
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7
Item 7. Material to be Filed as Exhibits
(a) Copy of the written agreement relating to the filing of joint
acquisition statements.
(b) Power of Attorney.
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8
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this amended statement is true, complete
and correct.
MID-ATLANTIC INVESTORS
/s/Jerry Zucker*
By:_______________________________
Date: January 24, 1997 Jerry Zucker, Partner
/s/H. Jerry Shearer
By:_______________________________
Date: January 24, 1997 H. Jerry Shearer, Partner
/s/Jerry Zucker*
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Date: January 24, 1997 Jerry Zucker
/s/H. Jerry Shearer
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Date: January 24, 1997 H. Jerry Shearer
*by H. Jerry Shearer
Attorney-in-fact
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9
Exhibit (a)
AGREEMENT TO FILE SCHEDULES 13D JOINTLY
Pursuant to the requirements of Rule 13d-1(f)(1)(iii), the undersigned
hereby agree that whenever one or more of them is required to file a statement
containing the information required by Schedule 13D (or an amendment thereto)
relating to shares of CENIT Bancorp, Inc., which Schedule 13D relates as to each
of them to the same securities, they agree that only one such statement shall be
filed on behalf of all such persons containing the required information with
regard to each such person.
Dated this 3rd day of March, 1995.
MID-ATLANTIC INVESTORS
/s/H. Jerry Shearer
By:________________________________
Its General Partner
/s/Jerry Zucker
__________________________________*
Jerry Zucker, individually and as a general
partner of Mid-Atlantic Investors
/s/H. Jerry Shearer
----------------------------------
H. Jerry Shearer, individually and as a
general partner of Mid-Atlantic Investors
*By H. Jerry Shearer
Attorney-in-Fact
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10
Exhibit (b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of H. Jerry Shearer, Jerry Zucker
and Mid-Atlantic Investors, a South Carolina General Partnership, hereby makes,
constitutes and appoints H. Jerry Shearer and Jerry Zucker, and each of them
acting individually, its and his true and lawful attorneys, with power to act
without the other and with full power of substitution, to execute, deliver and
file in its or his name and on its or his behalf, and in each of the undersigned
partner's capacity or capacities as shown below, with the Securities and
Exchange Commission (the "Commission") reports (and amendments and supplements
thereto) relating to beneficial ownership of securities in CENIT Bancorp, Inc.
on Forms 3, 4 and 5 and Schedule 13D under the Securities Exchange Act of 1934,
and on such other forms as may be promulgated from time to time by the
Commission; and each of Mid-Atlantic Investors and Jerry Zucker and H. Jerry
Shearer, both individually and in their capacities as general partners of
Mid-Atlantic Investors, grants to said attorneys, and to each of them, full
power and authority to do and perform each and every act and thing whatsoever as
said attorneys or attorney may deem necessary or advisable to carry out fully
the intent of this power of attorney to the same extent and with the same effect
as Mid-Atlantic Investors might or could do, and as each of said individuals
might or could do personally in his capacity or capacities as aforesaid, and
each of Mid-Atlantic Investors, and such individuals and general partners hereby
ratifies and confirms all acts and things which said attorneys or attorney might
do or cause to be done by virtue of this power of attorney and its or his
signatures as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): Forms 3, 4 and 5 and Schedule 13D and any
other forms promulgated by the Commission for the purpose of reporting
beneficial ownership or changes in beneficial ownership of securities, with
respect to securities owned or hereafter acquired by any or all of them in CENIT
Bancorp, Inc.
IN WITNESS WHEREOF, Mid-Atlantic Investors, has caused this power of
attorney to be signed on its behalf, and each of the undersigned individually
and in the capacity or capacities noted has hereunto set his hand, as of the
dates indicated below.
MID-ATLANTIC INVESTORS, a South Carolina
General Partnership
/s/H. Jerry Shearer
By:_______________________________________
Managing Partner
Date: February 28, 1995
Signature Title Date
/s/H. Jerry Shearer
_______________________________ General Partner February 28, 1995
H. Jerry Shearer
/s/Jerry Zucker
_______________________________ General Partner February 27, 1995
Jerry Zucker
