DATE: Thursday, April 24, 1997              TAG: 9704240369

SECTION: BUSINESS                PAGE: D1   EDITION: FINAL 

SOURCE: BY TOM SHEAN, STAFF WRITER 
DATELINE: NORFOLK                           LENGTH:   57 lines

CENIT ENDS MEETING WITHOUT WORD ON FUTUREMEETING WILL RECONVENE MAY 6 AFTER RESULTS ARE KNOWN FROM SHAREHOLDER VOTE TO SELL THE FIRM.

After waging a costly, month-long battle with dissident shareholders, CENIT Bancorp Inc. adjourned its annual meeting Wednesday night without having the results of a shareholder vote to sell the banking company.

CENIT will reconvene the meeting May 6 after shareholders' votes have been counted and certified by an inspection firm in Wilmington, Del., president and chief executive Michael S. Ives told a packed auditorium at the Chrysler Art Museum.

The vote on a proposal to have CENIT hire an investment banker and eventually find an acquirer ``may be very close,'' Ives said after the subdued, 50-minute gathering.

Ives, however, expressed confidence that CENIT's slate of four directors for seats on the company's board would be re-elected by shareholders.

The examination of shareholders' votes by the inspection service CT Corp. will include opportunities for CENIT and Mid-Atlantic to review and challenge individual proxies. These are the dated and signed cards that shareholders use for making their choices known.

Earlier this year, a Columbia, S.C., partnership with a 9.7 percent stake in CENIT asked shareholders to support its campaign to sell the company, something CENIT's management and board has opposed.

The partnership, Mid-Atlantic Investors, also nominated three of its own candidates for the CENIT board.

Jerry Shearer, Mid-Atlantic's managing partner, said he and CENIT's management had agreed before Wednesday's meeting not to debate the issues of his proposal during the meeting. However, Shearer said afterward that he had no doubt about CENIT's future.

``Sooner or later the bank is going to be sold,'' he said. ``If this (delay) gives Mr. Ives a little bit of breathing time to cast about, that doesn't bother us.''

Shearer said Mid-Atlantic has no plans to sell its CENIT stock, which it purchased two years ago. Asked if Mid-Atlantic would return next year if its proposal to sell CENIT is voted down, the former banker said, ``We will keep all of our options open.''

CENIT's shares, which are traded on the Nasdaq National Market System, fell $2 to $41 Wednesday in light trading. That was down from a 52-week high of $47.75 a share.

In his remarks to shareholders, CENIT's chief executive described the company's effort to become the dominant community bank in Hampton Roads by expanding its branch system and cultivating stronger community ties. In the process, CENIT will become more profitable for shareholders and more attractive to a potential acquirer, Ives said.

But the sharp rise in the price of CENIT's shares since early 1995 has been due largely to Mid-Atlantic's investment in the company and speculation of an eventual takeover, Shearer insisted after the meeting. The highest that CENIT's shares reached in 1994 was $31.25.

``With the rise in stock price, the management is due some credit but not total credit,'' Shearer said.

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