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 23, 1999
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 23, 1999, the Registrant issued a news release reporting the
withdrawal of a shareholder proposal.
Item 7 - Financial statements and exhibits.
The exhibits listed in the Exhibit Index are 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 26, 1999 /S/ Michael S. Ives
Michael S. Ives
President and Chief Executive Officer
DATE: April 26, 1999 /S/ John O. Guthrie
John O. Guthrie
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
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99.1 News Release dated April 23, 1999
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EXHIBIT 99.1
NEWS RELEASE
CENIT Bancorp, Inc.
225 West Olney Road
Norfolk, Virginia 23510-1586
(757) 446-6600
DATE: April 23, 1999
CONTACT: Michael S. Ives
President and CEO
(757) 446-6600
_________________________
(Norfolk, Virginia) - CENIT Bancorp, Inc. (NASDAQ: CNIT) and Mid-Atlantic
Investors jointly announced that Mid-Atlantic has agreed to withdraw its
shareholder proposal to pursue an immediate sale of the Company. The proposal
was to be considered at CENIT's annual meeting on May 19, 1999. Mid-Atlantic
agreed to withdraw the proposal after meeting with Michael S. Ives, CENIT's
President and Chief Executive Officer, to clarify certain issues.
Mid-Atlantic is CENIT's largest shareholder, and had expressed its concern
that CENIT take appropriate steps to maximize the value of the Company to its
shareholders. Jerry Shearer, Managing Partner of Mid-Atlantic, stated that: "Mr.
Ives and I had a very frank discussion about our concerns. While CENIT has made
significant improvements to its banking franchise over the past several years,
these improvements alone do not justify CENIT's independence in the future. Many
excellent community banks smaller than CENIT have already lost franchise value
because they are too small to interest larger acquirors. We expect this trend to
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continue. Many community banks have also missed opportunities to share in the
rapid growth in value that many acquirors have experienced. To maximize
shareholder value, CENIT must either immediately merge with one or two other
banks to significantly improve its franchise value or pursue a sale of the
Company. Mr. Ives and CENIT's management apparently understand this. If CENIT
can execute its business plan, we will give them the opportunity to perform.
But, if CENIT cannot perform, we will act decisively. On this basis, we agreed
to withdraw our proposal this year."
Commenting on Mid-Atlantic's decision to withdraw its proposal, Michael S.
Ives, President and Chief Executive Officer of CENIT, said: "CENIT's Board of
Directors has consistently pursued a policy of acting to maximize the long-term
value of each stockholder's investment in the Company. Mr. Shearer made a number
of valid points during our discussions. We do not disagree with his position
that a community bank needs to be vigilant to prevent the erosion of its
franchise value as banking continues to evolve. I assured Mr. Shearer that we
are well aware of market valuation trends through regular consultations with
independent investment advisers. Our business plan is designed to maximize value
for our stockholders, and we accept Mr. Shearer's challenge to pick up the
pace."
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