UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
April 21, 1998
Date of Report (Date of earliest event reported)
CENIT BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20378 54-1592546
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
225 West Olney Road 23510
Norfolk, Virginia (Zip Code)
(Address of principal executive office)
Registrant's telephone number, including area code: (757) 446-6600
Item 5 - Other Events
On April 21, 1998, the Registrant issued a news release announcing
withdrawal of a shareholder proposal. The press release is attached as EXHIBIT
99.1.
Item 7 - Financial statements and exhibits.
The exhibit listed in the Exhibit Index is filed herewith as part of this
Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CENIT BANCORP, INC.
DATE: April 22, 1998 /S/ Michael S. Ives
Michael S. Ives
President and Chief Executive Officer
DATE: April 22, 1998 /S/ John O. Guthrie
John O. Guthrie
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
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99.1 News Release dated April 21, 1998 3
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EXHIBIT 99.1
NEWS RELEASE
CENIT Bancorp, Inc.
225 West Olney Road
Norfolk, Virginia 23510-1586
(757) 446-6600
April 21, 1998
Contact: Michael S. Ives
President and CEO
(757) 446-6600
CENIT Bancorp, Inc., (NASDAQ: CNIT) and Mid-Atlantic Investors jointly
announced that Mid-Atlantic had agreed to withdraw a shareholder proposal to
pursue an immediate sale of the Company from consideration at the CENIT annual
meeting. Mid-Atlantic agreed to withdraw the proposal after reviewing the
statement of the position of CENIT's Board of Directors and management regarding
their approach and plans to maximize shareholder value CENIT planned to include
in its proxy statement and after meeting with the Chief Executive Officer of
CENIT to clarify certain issues.
Commenting on CENIT's approach, Michael S. Ives, President and Chief
Executive Officer of CENIT said: "CENIT has held annual management and board
retreats, as well as other meetings, where it has regularly consulted with its
independent investment advisors in order to assess the immediate and long- term
valuations of the Company and all strategic options available to the Company
from time to time. The Board of Directors has never foreclosed consideration of
any strategic option, including possible mergers, acquisitions or other business
combinations."
With respect to CENIT's plans for the future, Mr. Ives said that "CENIT's
current business plan focuses on continued superior growth and stockholder
returns. The Board of Directors will continue to consult with independent
investment advisors, and will not foreclose any strategic option, including a
sale or merger of the Company -- at the right time and price."
Jerry Shearer, Managing Partner of Mid-Atlantic, stated that "Mr. Ives and
I had a very candid discussion about the best ways to maximize shareholder
value. Based on those discussions and CENIT's stated position, Mid-Atlantic does
not believe that pursuit of the shareholder proposal is necessary at this time."
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