UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Essex Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
Essex Bancorp, Inc. Gene D. Ross
Corporate Offices President and
Interstate Corporate Center Chief Executive Officer
Building #9 [LOGO OF ESSEX]
Suite 200
Norfolk, Virginia 23502
(757) 893-1300
August 6, 2001
Dear Shareholder:
Recently we sent you a Proxy Statement asking you to Vote FOR our Merger
transaction. The Annual Meeting of Stockholders is to be held August 31, 2001.
Our Board of Directors unanimously recommends a Vote FOR the Merger. Enclosed
you will find a proxy card and postage paid return envelope.
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These are some reasons to Vote FOR the Merger:
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. The book value of common shares as of June 30, 2001 is $(3.14). This negative
value has eroded since December 31, 2000 by $.80; continuing a trend that was
projected and described on page 22 of the Proxy Statement.
. The $1.45 cash price reflects a small premium of $.05 over the closing market
price of $1.40 on January 29, 2001 and a premium of $.27 per share over the
average closing price for the 22 trading day period prior to the announcement
of the merger. The valuation methodology used by our financial advisor is
explained in the Proxy Statement on pages 20 through 27 and, in the opinion
of the board of directors, resulted in a price recommendation that is
substantively fair.
. The recommended price of $1.45 is near the top range of the only valuation
method that yielded any positive value for the common stock.
. The board of directors is concerned that should the merger not be approved by
the shareholders, the negative book value of common shares will continue to
increase and that the value of Essex Bancorp's common stock will continue to
erode.
. The board of directors and management of the Company have considered and
actively pursued alternative ways to allow the holders of the common stock to
realize value for their shares, and concluded that there is not material
interest in any restructuring or other strategic transaction that would
result in a positive return to the stockholders greater than what is being
proposed.
YOUR VOTE IS IMPORTANT.
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. Vote regardless of how many shares you own.
. If you have already voted your shares, we ask that you consider possible
delays in our receipt of mail, and please return the proxy card in the
postage paid return envelope.
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VOTE YOUR SHARES
If you have questions or need assistance in voting your shares,
please contact our proxy solicitor:
REGAN & ASSOCIATES, INC.
TOLL-FREE: 1-800-737-3426
OR
CALL THE COMPANY, ESSEX BANCORP, INC.
AT: 1-757-893-1326
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On behalf of the Board of Directors, we thank you for your continued support:
Gene D. Ross
President and Chief Executive Officer