July 9, 1997
VIA EDGAR and Telefax
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Mason-Dixon Bancshares, Inc.
Registration Statement on Form 8-A
Dear Sir or Madam:
On behalf of Mason-Dixon Captital Trust (the "Company"), we file
herewith, via EDGAR, the Company's Registration Statement on Form 8-A for
registration of the Company's Preferred Shares pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
It is anticipated that the Registration Statement of the Company and
Mason-Dixon Bancshares, Inc. on Pre-Effective Amendment No. 1 to Form S-3, File
No. 333-30315, will be declared effective by the Commission on July 10, 1997.
Accordingly, we respectively request that the effective date of the enclosed
Form 8-A be accelerated so as to be concurrent with the effectiveness of the
Registration Statement on Form S-3.
Should you have any questions, please contact the undersigned or Abba
David Poliakoff at (410) 576-4067.
Very truly yours,
MASON-DIXON BANCSHARES, INC.
By: _/s/_____________________________
Mark A. Keidel, Vice President
and Chief Financial Officer
C69729z.624 E:1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MASON-DIXON CAPITAL TRUST
(Exact name of registrant as specified in its charter)
Maryland 52-1764929
(State of incorporation or organization) (I.R.S. Employer Identification No.)
45 W. Main Street 21157
Westminster, Maryland (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is effective of a class of debt securities and is to
upon filing pursuant to General Instruction become effective simultaneously with the
A(c)(1) please check the following box. |_| effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Securities
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The Registrant hereby incorporates by reference the description of its
Preferred Securities contained under the heading "DESCRIPTION OF PREFERRED
SECURITIES" in the Preliminary Prospectus included in its Registration Statement
in Pre-Effective Amendment No. 1 to Form S-3, Registration No. 333-30315, filed
via EDGAR with the Commission on July 7, 1997. This Registration Statement on
Form 8-A shall be deemed to incorporate by reference the description of the
Preferred Securities contained in any prospectus subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933.
Item 2. Exhibits
Exhibit No. Description Page
1 The section titled "DESCRIPTION OF 25
PREFERRED SECURITIES" on Page 25 of the
Preliminary Prospectus included as part
of the Registrant's Registration Statement
on the Pre-Effective Amendment No. 1 to
Form S-3, Registration No. 333-30315,
which is incorporated by reference in
this Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MASON-DIXON BANCSHARES, INC.
Date: July 9, 1997 By:_/s/_________________________________
Mark A. Keidel, Vice President and
Chief Financial Officer
C69729z.624 E:1
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