SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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 II
(Exact name of registrant as specified in its charter)
Delaware 51-6507171
(State of incorporation or organization) (I.R.S. Employer Identification No.)
45 W. Main Street
Westminster, Maryland 21157
(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration If this Form relates to the registration of a class of debt
of a class of debt securities and is securities and is to become effective simultaneously with the
effective upon filing pursuant to General effectiveness of a concurrent registration statement under the
Instruction A(c)(1) please check the Securities Act of 1933 pursuant to General Instruction
following box. |_| A(c)(2) please check the following box. |_|
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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. 333-49431, filed
via EDGAR with the Commission on April 6, 1998. 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 PREFERRED --
SECURITIES" on Page 37 of the Preliminary
Prospectus included as part of the Registrant's
Registration Statement in Pre-Effective Amendment
No. 1 to Form S-3, Registration No. 333-49431,
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: April 16, 1998 By: /s/ Mark A. Keidel
Mark A. Keidel, Vice President and
Chief Financial Officer
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