DATE: Tuesday, March 18, 1997               TAG: 9703180271

SECTION: BUSINESS                PAGE: D1   EDITION: FINAL 

SOURCE: BY TOM SHEAN, STAFF WRITER 

DATELINE: NORFOLK                           LENGTH:   51 lines

S.C. CONCERN TO PUT $40,000 INTO BID FOR CENIT MERGER

An investment partnership hoping to push CENIT Bancorp Inc. into an eventual merger said it will spend about $40,000 on its campaign for shareholder support.

Mid-Atlantic Investors of Columbia, S.C., is trying to win three seats on CENIT's 11-member board of directors and is asking shareholders to back a merger-related resolution.

In a filing with the Securities and Exchange Commission, Mid-Atlantic also said it has hired the proxy solicitation firm D.F. King & Co. in New York to help gather shareholder votes.

CENIT, the Norfolk-based parent of CENIT and Princess Anne banks, said Monday it will respond to Mid-Atlantic's proxy statement today.

Earlier this month, CENIT disclosed in an SEC filing that Mid-Atlantic would have its own slate of three candidates for the board. CENIT, however, asked shareholders to return four existing directors to its 11-member board.

CENIT also said in the filing that it had hired a major proxy-solicitation firm, Georgeson & Co., to help line up shareholder support for its nominees.

CENIT shareholders will vote on directors and other issues when the company holds its annual meeting April 23 in Norfolk. The company's directors serve staggered, three-year terms.

Mid-Atlantic identified its nominees for CENIT's board as Bonnie N. Curling, co-owner of utility contractor W.E. Curling Inc. and C&V Utilities Inc., an asphalt and concrete concern in Chesapeake; William S. Dodson, an oral and maxillofacial surgeon in Portsmouth; and Burt E. Miller, an officer of Anders Williams Shipping Agency Inc. in Norfolk and other ocean-transport companies.

Mid-Atlantic, which controls a 9.7 percent stake in CENIT, said it will pay D.F. King $10,000 for help reaching shareholders with its proposals. About 25 of King's employees will be involved in this effort, the investment partnership said.

Mid-Atlantic's resolution calls for CENIT's board to hire an investment banker to determine CENIT's present value and what shareholders could get by selling the company. The resolution would have the investment banker report back to shareholders within six months.

Mid-Atlantic has specialized in investing in banks in the Southeast that it considers candidates for merger with larger institutions.

In its proxy statement, Mid-Atlantic said CENIT's management has not stated a clear plan for generating the greatest possible value for shareholders.

``It appears to Mid-Atlantic that management is operating from a misguided and erroneous belief that the company will have greater value to the shareholders if it remains independent rather than if it is sold,'' Mid-Atlantic said.

CENIT's shares closed Monday at 45, unchanged from Friday's closing price.

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