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): September 3, 2002
________________________
CHESAPEAKE FINANCIAL SHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-18543 54-1210845
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
________________________
97 N. Main Street, Kilmarnock, Virginia 22482
(Address of principal executive offices, including zip code)
________________________
Registrant's telephone number, including area code: (804) 435-1181
Item 5. Other Events and Regulation FD Disclosure.
On September 3, 2002, the Company announced that on August 30, 2002,
the Board of Directors of the Company unanimously authorized a transaction that
will result in termination of the registration of Chesapeake's common stock with
the Securities and Exchange Commission. Under the terms of the proposed
transaction which is subject to shareholder approval, it is anticipated that
approximately 73,299 shares, representing 5.7% of Chesapeake's common stock,
will be converted into the right to receive cash. Shareholders owning less than
500 shares of the company's common stock will be entitled to receive cash of
$27.00 per share for all of their shares. The closing price of Chesapeake's
common stock on August 30, 2002, the last trading day before this transaction
was announced, was $22.75. Shareholders owning 500 shares or more will continue
to hold their shares.
The proposed transaction is anticipated to reduce the number of
shareholders of record to approximately 234 shareholders. As a result,
Chesapeake will terminate the registration of its common stock and cause the
common stock to cease to be traded on the OTC Bulletin Board.
A copy of the press release and a letter to shareholders announcing the
proposed transaction are attached hereto and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release dated September 3, 2002, announcing
proposed plan to deregister with the Securities and
Exchange Commission.
99.2 Letter to Shareholders dated September 3, 2002,
announcing proposed plan to deregister with the
Securities and Exchange Commission.
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.
CHESAPEAKE FINANCIAL SHARES, INC.
By: /s/ John H. Hunt, II
--------------------------------
John H. Hunt, II
Chief Financial Officer
September 13, 2002
EXHIBIT INDEX
Exhibit
99.1 Press Release dated September 3, 2002, announcing proposed plan to
deregister with the Securities and Exchange Commission.
99.2 Letter to Shareholders dated September 3, 2002, announcing
proposed plan to deregister with the Securities and Exchange
Commission.