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
Date of Report (Date of earliest event reported) June 28, 2001
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Essex Bancorp, Inc.
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Exact name of registrant as specified in its charter
Delaware 1-10506 54-1721085
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Interstate Corporate Center
Building 9, Suite 200
Norfolk, Virginia 23502
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code (757) 893-1300
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(Former name or former address, if changed since last report.)
Item 5. Other Events
The Board of Directors of Essex Bancorp, Inc. ("Registrant") has
established July 2, 2001 as the record date for the determination of
stockholders entitled to notice of and to vote at the Registrant's Annual
Meeting (the "Meeting"), which will be held on August 31, 2001 at 10:00 a.m. at
Interstate Corporate Center, Building #11, 1st Floor Conference Room, Norfolk,
VA. The Meeting is for the purpose of considering and voting upon the following
matters:
1. A proposal to approve an Agreement and Plan of Merger pursuant to
which the Registrant will be merged with and into Essex Acquisition
Corp., a newly-formed Virginia corporation that is a wholly owned
subsidiary of the Registrant and each outstanding share of the
Registrant's common stock (other than shares held by stockholders
who have properly perfected their dissenters' rights) will be
exchanged for the right to receive $1.45 in cash, without interest.
2. The approval of adjournments of the Meeting in order to allow the
Registrant to continue to solicit proxies from holders of common
stock who have not cast a vote by proxy with respect to the proposed
merger, or whose proxies have not been voted in favor of the merger.
Only record holders of the common stock as of the close of business on
July 2, 2001 will be entitled to vote at the Meeting or any adjournment thereof.
A complete description of the terms of the merger and additional information
about the parties involved and their interests in the merger will be provided in
the Registrant's Proxy Statement, which will be mailed to stockholders beginning
on or about July 5, 2001.
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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 hereunto duly authorized.
Essex Bancorp, Inc.
June 28, 2001 By: /s/ Gene D. Ross
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(Date) Gene D. Ross
Chairman, President and
Chief Executive Officer
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