SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE SC 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
---
Mason-Dixon Bancshares, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------
(Title of Class of Securities)
575207105
--------------------------------------------------------
(CUSIP Number)
Shumaker Williams, P. C.
---------------------------------------------------------
3425 Simpson Ferry Road
-------------------------------------------------------
Camp Hill, Pennsylvania 17011, (717) 763-1121
--------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 21, 1997
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule SC 13D/A, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement /[Not Required]/. (A fee is not required only if the
reporting person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class. (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 1 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Barbara S. Floyd ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF,OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 8,173
by Each Reporting ------------------------------------------
Person With (8) Shared Voting
Power None
------------------------------------------
(9) Sole Dispositive
Power 8,173
------------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,173
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.2%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 2 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Hildebert F. Criste ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 6,750
by Each Reporting --------------------------------------
Person With (8) Shared Voting
Power 45,369 (with spouse)
--------------------------------------
(9) Sole Dispositive
Power 6,750
--------------------------------------
(10) Shared Dispositive
Power 45,369 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
52,119
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.9%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 3 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Mary Ellen Criste
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power None
by Each Reporting -----------------------------------------
Person With (8) Shared Voting
Power 45,369 (with spouse)
-----------------------------------------
(9) Sole Dispositive
Power None
-----------------------------------------
(10) Shared Dispositive
Power 45,369 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
45,369
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.9%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 4 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Alvie G. Spencer, Jr. ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 27,283
by Each Reporting -----------------------------------------
Person With (8) Shared Voting
Power 3,500 (see Item 5)
-----------------------------------------
(9) Sole Dispositive
Power 27,283
------------------------------------------
(10) Shared Dispositive
Power 3,500 (see Item 5)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
30,783
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares /X/
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.6%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 5 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Person. S.S. or I.R.S. Identification
No. of Above Person
Allan W. Roadcap
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power None (see Item 5)
by Each Reporting ----------------------------------------
Person With (8) Shared Voting
Power 3,500 (see Item 5)
----------------------------------------
(9) Sole Dispositive
Power None
----------------------------------------
(10) Shared Dispositive
Power 3,500
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,500
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares / /
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.1%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTION.
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 6 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Jennifer Spencer
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 928
by Each Reporting ----------------------------------------
Person With (8) Shared Voting
Power None
----------------------------------------
(9) Sole Dispositive
Power 928
----------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
928
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares /X/
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 7 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Alan Spencer
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 2,022
by Each Reporting ---------------------------------------
Person With (8) Shared Voting
Power None
---------------------------------------
(9) Sole Dispositive
Power 2,022
---------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,022
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares /X/
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 8 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Charles A. Miller, Jr. ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF,OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 20,369
by Each Reporting --------------------------------------
Person With (8) Shared Voting
Power None
--------------------------------------
(9) Sole Dispositive
Power 20,369
--------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
20,369
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.4%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 9 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Daniel H. Sheppard, Jr. ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 8,118
by Each Reporting ---------------------------------------
Person With (8) Shared Voting
Power 5,282 (with spouse)
---------------------------------------
(9) Sole Dispositive
Power 8,118
---------------------------------------
(10) Shared Dispositive
Power 5,282 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,400
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.3%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 10 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Mary Jane Sheppard
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power None
by Each Reporting ----------------------------------------
Person With (8) Shared Voting
Power 5,282 (with spouse)
----------------------------------------
(9) Sole Dispositive
Power None
----------------------------------------
(10) Shared Dispositive
Power 5,282 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,282
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.1%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 11 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Clarke Langrall ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF,OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 15,679
by Each Reporting -------------------------------------
Person With (8) Shared Voting
Power None
-------------------------------------
(9) Sole Dispositive
Power 15,679
-------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,679
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.3%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 12 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Jeffrey S.A. Denner ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 16,200
by Each Reporting --------------------------------------
Person With (8) Shared Voting
Power None
--------------------------------------
(9) Sole Dispositive
Power 16,200
--------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
16,200
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.3%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 13 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Jan Carleton Denner ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 16,200
by Each Reporting ---------------------------------------
Person With (8) Shared Voting
Power None
---------------------------------------
(9) Sole Dispositive
Power 16,200
---------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
16,200
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.3%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 14 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Jon C. Denner ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 16,200
by Each Reporting ---------------------------------------
Person With (8) Shared Voting
Power None
---------------------------------------
(9) Sole Dispositive
Power 16,200
---------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
16,200
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.3%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 15 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Rudolph E. Linder ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF,OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 6,832
by Each Reporting --------------------------------------
Person With (8) Shared Voting
Power 2,000 (with spouse)
--------------------------------------
(9) Sole Dispositive
Power 6,832
---------------------------------------
(10) Shared Dispositive
Power 2,000 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,832
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.2%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 16 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Joanne E. Linder
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power None
by Each Reporting --------------------------------------
Person With (8) Shared Voting
Power 2,000 (with spouse)
--------------------------------------
(9) Sole Dispositive
Power None
--------------------------------------
(10) Shared Dispositive
Power 2,000 (with spouse)
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.0%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 17 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Waisom & Co. 52-1493189
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
WC
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
Maryland, U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 5,124
by Each Reporting -------------------------------------
Person With (8) Shared Voting
Power None
-------------------------------------
(9) Sole Dispositive
Power 5,124
-------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,124
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.1%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
PN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 18 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Irving Cohen ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 4,270
by Each Reporting ---------------------------------------
Person With (8) Shared Voting
Power None
---------------------------------------
(9) Sole Dispositive
Power 4,270
---------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,270
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.1%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 575207105 SC 13D/A Page 19 of Pages
---------
- -----------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Julius Zulver ###-##-####
- -----------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -----------------------------------------------------------------
(3) SEC Use Only
- -----------------------------------------------------------------
(4) Source of Funds*
PF,OO
- -----------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
- -----------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.A.
- -----------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 28,819
by Each Reporting -----------------------------------------
Person With (8) Shared Voting
Power None
-----------------------------------------
(9) Sole Dispositive
Power 28,819
-----------------------------------------
(10) Shared Dispositive
Power None
- -----------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
28,819
- -----------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -----------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.5%
- -----------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -----------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1. SECURITY AND ISSUER
This statement relates to the common stock (the "Common
Stock") of Mason-Dixon Bancshares, Inc. (the "Issuer"). The
Issuers' principal executive offices are located at 45 West Main
Street, Westminster, Maryland 21158.
Item 2. IDENTITY AND BACKGROUND
(a-c) This statement is being filed by Anthony Investments,
Inc. ("AII"), a Maryland corporation, whose principal and
executive offices are located at 543 Benforest Drive, Severna
Park, Maryland 21146, on behalf of the Concerned Shareholders
Group of Mason-Dixon Bancshares, Inc. and the individual members
of the group (see below). The principal business of AII is as a
business consulting corporation. By a Service Agreement,
attached hereto as Exhibit D-1, and an Amendment to Service
Agreement, attached hereto as Exhibit D-2, AII is authorized to
file this document on each shareholder's behalf and on behalf of
the Concerned Shareholders Group.
Previously, an original SEC Schedule 13D was filed by AII
and Barbara S. Floyd because AII held the proxies of the legal
owners of the shares of Common Stock covered by this statement.
Pursuant to those proxies, AII had sole voting authority with
respect to such securities. Barbara Floyd also filed because, as
President of AII, she would have authority to exercise voting
control over the shares of Common Stock reported herein by AII.
During the week of December 24, 1996 through January 2,
1997, all such proxies were terminated and revoked (see Exhibit
D-3). Also, Justus C. Denner, pursuant to correspondence to the
Concerned Shareholders Group and pursuant to the termination of
the irrevocable proxies, is no longer a member of the Group.
On January 3, 1997, an amended 13D was filed to reflect
changes in group membership and to update the 13D as to certain
matters regarding litigation between the members of CSG and the
Registrant. Following litigation concerning the 13D and its
adequacy under Federal Securities Laws, Judge Catherine C. Blake,
Federal District Court for the District of Maryland, issued a
letter to shareholders outlining the findings of the court. See
Exhibit E-1. A second letter was issued by Judge Blake outlining
findings of the Court concerning litigation between CSG and the
Registrant with respect to the adequacy of CSG's preliminary
proxy materials under Federal Securities Laws. See Exhibit E-2.
CSG filed amended preliminary proxy materials on April 9, 1997
and on April 17, 1997.
The name, citizenship, residence or business address, and
principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted of each beneficial owner (the
"Owners") of the shares of Common Stock covered by this statement
is set forth in Exhibit A hereto and specifically incorporated
herein by reference.
(d-e) During the last 5 years no Owner listed on Exhibit A
attached hereto (and incorporated herein by reference) (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to, a judgment, decree or final order in joining
future violations of, or prohibiting or mandating activities such
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Each Owner listed on Exhibit A attached hereto (and
incorporated herein by reference) is a citizen of the United
States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchase by the Owners of the shares of Common Stock covered
by this statement were made in cash with personal funds except as
specifically detailed herein.
Barbara Floyd received in her self-directed IRA 1,463 shares
of Common Stock as a result of stock splits and stock dividends.
Ms. Floyd purchased 1,040 shares of Common Stock with funds from
her self-directed SEP/IRA. Ms. Floyd purchased a total of 2,000
shares of Common Stock at a total purchase price of $40,254 on
margin with Ferris Baker Watts, Inc.
Charles A. Miller, Jr. purchased a total of 2,000 shares of
Common Stock at a total purchase price of $41,500 with funds from
his self-directed IRA.
Clarke Langrall purchased 10,252 shares of Common Stock with
funds from his IRA accounts.
<PAGE>
Jeffrey S.A. Denner, Jan Carleton Denner and Jon C. Denner
each received 16,200 shares of Common Stock as an inheritance.
Rudolph E. Linder purchased 6,832 shares of Common Stock
with funds from his self-directed IRA.
Julius Zulver purchased 19,215 shares of Common Stock with
funds from his self-directed IRA.
Item 4. PURPOSE OF TRANSACTION
This second amendment to Schedule 13D sets forth the
following additional information which was previously issued
pursuant to a Press Release dated April 16, 1997:
Due to insufficient time to undertake a cost-effective and
meaningful proxy solicitation, CSG has decided not to undertake a
proxy solicitation in connection with the 1997 Mason-Dixon Annual
Meeting of Shareholders. However, the shareholder proposal,
relating to the manner in which contacts with the Corporation
regarding mergers or acquisitions should be handled, will still
appear on the Mason-Dixon Bancshares, Inc. proxy statement and
proxy card and will be presented at the Annual Meeting. CSG does
not intend to nominate directors from the floor of the Annual
Meeting.
With respect to the proposal, under Maryland law, proposals
generally express only the recommendation of a shareholder and,
therefore, are usually stated in precatory terms. Therefore,
although the proposal is stated in mandatory terms, adoption of
the proposal will not bind the Board of Directors to take the
actions desired by the proposal. Approval and adoption of the
proposal by the shareholders may result in the Board taking the
proposal under advisement; however, the Board will be under no
obligation to do so, nor to take any of the actions outlined in
the proposal.
Item 5. INTERESTS IN SECURITIES OF THE ISSUER
(a-b) As a Group, the Owners may be deemed to be, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
the beneficial owner of 239,118 shares of Common Stock
representing approximately 4.5% of the outstanding shares of the
Issuer (based on the 5,306,851 shares reported by the Issuer as
of June 30, 1996).
Ms. Floyd has the sole power to vote and to dispose of 8,174
shares of Common Stock and no shared voting or dispositive power.
Hildebert F. Criste is the beneficial owner of a total of
52,119 shares of Common Stock or 0.9% of the class of securities
covered by this statement. Mr. Criste has sole voting and
dispositive power over 6,750 shares and shared voting and
dispositive power over 45,369 shares owned jointly with his wife,
Mary Ellen Criste. By virtue of said shared voting and
dispositive power, Mrs. Criste is the beneficial owner of the
45,369 shares of Common Stock owned jointly with Mr. Criste,
representing 0.9% of the class of securities covered by this
statement.
Alvie G. Spencer, Jr. is the beneficial owner of 30,783
shares of Common Stock comprised of 27,283 shares held
individually and 3,500 shares under power of attorney for Allan
W. Roadcap, representing in the aggregate 0.6% of the class of
securities represented by this statement. Mr. Spencer has sole
voting and dispositive power over 27,283 shares owned by him
individually, and shared voting and dispositive power over the
3,500 shares owned by Mr. Roadcap, by power of attorney. Alvie
G. Spencer has no voting or dispositive power, or interest in
dividends or proceeds from the sale of, the shares of Common
Stock reported herein by his adult children, Jennifer Spencer and
Alan Spencer, and therefore disclaims beneficial ownership of
such shares of Common Stock.
Allan W. Roadcap is the beneficial owner of 3,500 shares of
Common Stock or 0.1% of the class of securities represented by
this statement. Mr. Roadcap has no sole voting or dispositive
power and has shared voting and dispositive power over said
shares with Alvie Spencer, his attorney-in-fact.
Jennifer Spencer is the beneficial owner of 928 shares of
Common Stock representing 0.0% of the class of securities
represented by this statement. Ms. Spencer has sole voting and
dispositive power over said shares and no shared voting or
dispositive power. Jennifer Spencer has no voting or dispositive
power over, or interest in dividends or proceeds from the sale
of, the shares of Common Stock reported herein by her father,
Alvie G. Spencer, Jr. and her brother, Alan Spencer, and
therefore disclaims beneficial ownership of such shares of Common
Stock.
<PAGE>
Alan Spencer is the beneficial owner of 2,022 shares of
Common Stock representing 0.0% of the class of securities covered
by this statement. Mr. Spencer has sole voting and dispositive
power over 2,022 shares and no shared voting or dispositive
power. Alan Spencer has no voting or dispositive power over, or
interest in dividends or proceeds from the sale of, the shares of
Common Stock reported herein by his father, Alvie G. Spencer, Jr.
and his sister, Jennifer Spencer, and therefore disclaims
beneficial ownership of such shares of Common Stock.
Charles A. Miller, Jr. is the beneficial owner of 20,369
shares of Common Stock representing 0.4% of the class of
securities covered by this statement. Mr. Miller has sole voting
and dispositive power over 20,369 shares and no shared voting or
dispositive power.
Daniel H. Sheppard, Jr. is the beneficial owner of 13,400
shares of Common Stock representing 0.3% of the class of
securities represented by this statement. Of the 13,400 shares,
Mr. Sheppard has sole voting and dispositive power over 8,118
shares owned individually by him and shared voting and
dispositive power over 5,282 shares owned jointly with his wife,
Mary Jane Sheppard. By virtue of said shared voting and
dispositive power, Mary Jane Sheppard is the beneficial owner of
the 5,282 shares of Common Stock owned jointly with Mr. Sheppard,
representing 0.1% of the class of securities covered by this
statement.
Clarke Langrall is the beneficial owner of 15,679 shares of
Common Stock representing 0.3% of the class of securities covered
by this statement. Mr. Langrall has sole voting and dispositive
power over 15,679 shares and no shared voting or dispositive
power.
Jeffrey S.A. Denner is the beneficial owner of 16,200 shares
of Common Stock representing 0.3% of the class of securities
covered by this statement. Mr. Denner has sole voting and
dispositive power over 16,200 shares and no shared voting or
dispositive power.
Jan Carleton Denner is the beneficial owner of 16,200 shares
of Common Stock representing 0.3% of the class of securities
covered by this statement. Mr. Denner has sole voting and
dispositive power over the 16,200 shares and no shared voting or
dispositive power.
<PAGE>
Jon C. Denner is the beneficial owner of 16,200 shares of
Common Stock representing 0.3% of the class of securities covered
by this statement. Mr. Denner has sole voting and dispositive
power over 16,200 shares and no shared voting or dispositive
power.
Rudolph E. Linder is the beneficial owner of 8,832 shares of
Common Stock consisting of 6,832 shares owned individually and
2,000 shares owned jointly with his spouse, Joanne E. Linder.
Mr. Linder has sole voting and dispositive power over 6,832
shares and shared voting and dispositive power with Mrs. Linder
of 2,000 shares. By virtue of said shared voting and dispositive
power, Joanne Linder is the beneficial owner of the 2,000 shares
of Common Stock owned jointly with Mr. Linder, representing 0.0%
of the class of securities covered by this statement.
Waisom & Co. is the beneficial owner of 5,124 shares of
Common Stock representing 0.1% of the class of securities covered
by this statement. Waisom & Co. has sole voting and dispositive
power over 5,124 shares and no shared voting or dispositive
power.
Irving Cohen is the beneficial owner of 4,270 shares of
Common Stock representing 0.1% of the class of securities covered
by this statement. Mr. Cohen has sole voting and dispositive
power over the 4,270 shares and no shared voting or dispositive
power.
Julius Zulver is the beneficial owner of 28,819 shares of
Common Stock representing 0.5% of the class of securities covered
by this statement. Mr. Zulver has sole voting and dispositive
power over the 28,819 shares and no shared voting or dispositive
power.
(c) Neither AII nor any Owner identified in Exhibit A has
effected any transaction in the Common Stock during the preceding
60 days other than as set forth in Exhibit B attached hereto and
specifically incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Each of the Owners has entered into a Service Agreement with
AII in the form of Exhibit D-1 attached hereto and specifically
incorporated herein by reference, as well as an Amendment to
Service Agreement in the form of Exhibit D-2 attached hereto and
specifically incorporated herein by reference. Previously, each
of the Owners had appointed Barbara S. Floyd as President of AII
as proxy, however, all such proxies have been terminated and
revoked in the form of Exhibit D-3 attached hereto and
specifically incorporated herein by reference. Ms. Floyd has
entered into an Account Agreement with Ferris Baker Watts, Inc.
with respect to the shares of Common Stock purchased by her on
margin (See Item 3), the form of which is attached hereto as
Exhibit D-4 and specifically incorporated herein by reference.
Alvie G. Spencer, Jr. holds the
<PAGE>
power-of-attorney to execute this statement on behalf of Allan W.
Roadcap, the form of which is attached hereto as Exhibit D-5.
Neither AII nor any of the Owners named in Exhibit A hereto,
has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer
or a voting of any securities, finders fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding
proxies, other then as set forth above.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A List of Owners
Exhibit B Schedule of Transactions
Exhibit C Joint Filing Agreements
Exhibit D Contracts and Proxies
D-1 Form of Service Agreement
D-2 Amendment to Service Agreement
D-3 Consent to Termination of
Proxy
D-4 Form of Ferris Baker Watts,
Inc. Account Agreement
D-5 Form of Alex Brown & Sons
Incorporated Account
Agreement
D-6 Form of Power of Attorney
Exhibit E-1 Letter from Catherine C.
Blake, Judge
Exhibit E-2 Second Letter from Catherine
C. Blake, Judge
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: April 17, 1997
ANTHONY INVESTMENTS, INC.
By /s/ Barbara S. Floyd
-------------------------
Barbara S. Floyd
/s/ Barbara S. Floyd
-------------------------
Barbara S. Floyd
/s/ Hildebert F. Criste
-------------------------
Hildebert F. Criste
/s/ Mary Ellen Criste
-------------------------
Mary Ellen Criste
/s/ Jennifer M. Spencer
-------------------------
Jennifer M. Spencer
/s/ Allan W. Roadcap
-----------------------
Allan W. Roadcap, by Alvie G.
Spencer, Jr.
Under Power of Attorney
<PAGE>
/s/ Alvie G. Spencer, Jr.
------------------------
Alvie G. Spencer, Jr.
/s/ Alan G. Spencer
-------------------------
Alan G. Spencer
/s/ Charles A. Miller, Jr.
--------------------------
Charles A. Miller, Jr.
/s/ Daniel H. Sheppard, Jr.
---------------------------
Daniel H. Sheppard, Jr.
/s/ Mary Jane Sheppard
---------------------------
Mary Jane Sheppard
/s/ Clarke Langrall
---------------------------
Clarke Langrall
/s/ Jeffrey S. A. Denner
---------------------------
Jeffrey S.A. Denner
/s/ Jan Carleton Denner
---------------------------
Jan Carleton Denner
/s/ Jon C. Denner
----------------------------
Jon C. Denner
/s/ Rudolph E. Linder
-----------------------------
Rudolph E. Linder
/s/ Joanne M. Linder
-----------------------------
Joanne M. Linder
<PAGE>
/s/ Waisom & Co., by John H.
Somerville, general partner
-------------------------------
Waisom & Co., by John H.
Somerville, general partner
/s/ Irving Cohen
--------------------------------
Irving Cohen
/s/ Julius Zulver
--------------------------------
Julius Zulver
<PAGE>
EXHIBIT A
LIST OF OWNERS
<TABLE>
<CAPTION>
Name/Title/ Principal
Citizenship Occupation Business/Address
- -------------------- -------------------- ----------------
<S> <C> <C>
Barbara S. Floyd Sole Proprietor, Property P.O. Box 1691
(U.S.A.) Tax Reduction Specialists Glen Burnie, MD
21060
Hildebert F. Criste Retired P.O. Box 710
(U.S.A.) (Residence)
Riderwood, MD
21139
Mary Ellen Criste Retired P.O. Box 710
(U.S.A.) (Residence)
Riderwood, MD
21139
Alvie G.
Spencer,Jr. Asset Manager, AEGIS Asset 27 Smith Avenue
(U.S.A.) Management Group Westminster, MD
21157
Jennifer Spencer Secretary, Powermatic Corp. P.O. Box 489
(U.S.A.) Finksburg, MD
21018
Alan Spencer Sales, Landmark Newspapers 201 Railroad
(U.S.A.) Avenue
Westminster, MD
21157
Allan W. Roadcap Retired c/o Alvie G.
(U.S.A.) Spencer, POA
27 Smith Avenue
Westminster, MD
21157
Charles A. Retired 306 Chapelwood
Miller, Jr. Lane (Residence)
(U.S.A.) Lutherville, MD
21093
Daniel H. Lincoln Associates, 409 Washington
Sheppard, Jr. Real Estate Avenue
(U.S.A.) Towson, MD 21204
Mary Jane Retired 1856 Circle Road
Sheppard (Residence)
(U.S.A.) Baltimore, MD
21204
Clarke Langrall Insurance, Hay & Langrall 606 Providence
(U.S.A.) Insurance LLC Road
Towson, MD 21286
Jeffrey S.A. Research and Development 200 N. Aviation
Denner Aerospace Corp. El Segundo, CA
(U.S.A.) 90245
Jan Carleton Manufacturing, Black & 701 E. Joppa
(U.S.A.) Decker Corporation Road
Towson, MD 21204
<PAGE>
Jon C. Denner Surveyor, U.S. Geologic Courthouse, State
(U.S.A.) Society Street
Montpelier, VT
05602
Rudolph E. Linder Retired 519 St. Francis
(U.S.A.) Road
Towson, MD 21286
(Residence)
Joanne E. Linder Retired 519 St. Francis
(U.S.A.) Road
Towson, MD 21286
(Residence)
Waisom & Co. Charitable Remainder c/o John H.
(U.S.A.) Foundation, Maryland Somerville
Partnership 7 St. Paul Street
Baltimore, MD
21202
Irving Cohen Retired 2305 Velvet
(U.S.A.) Valley Way
Owings Mills, MD
21117
(Residence)
Julius Zulver Hardware Sales, Walbrook 2636 West North
(U.S.A.) Walbrook Mill & Lumber Co. Avenue
Baltimore, MD
21216
</TABLE>
<PAGE>
EXHIBIT B
SUMMARY OF TRANSACTIONS WITHIN THE LAST 60 DAYS
1. Sales: None
2. Purchases: None
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934,as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that
such statement and all amendments to such statement is made on
behalf of each of them. The undersigned acknowledged that this
Joint Filing Agreement may be executed in counterpart.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of this 17th day of April, 1997.
ANTHONY INVESTMENTS, INC.
By /s/ Barbara S. Floyd
------------------------
Barbara S. Floyd
/s/ Barbara S. Floyd
---------------------------
Barbara S. Floyd
/s/ Hildebert F. Criste
---------------------------
Hildebert F. Criste
/s/ Mary Ellen Criste
----------------------------
Mary Ellen Criste
/s/ Jennifer M. Spencer
----------------------------
Jennifer M. Spencer
/s/ Allan W. Roadcap, by Alvie G.
Spencer, Jr.
-----------------------------
Allan W. Roadcap, by Alvie G.
Spencer, Jr. Under Power of Attorney
/s/ Alvie G. Spencer, Jr.
------------------------------
Alvie G. Spencer, Jr.
/s/ Alan C. Spencer
-------------------------------
Alan C. Spencer
/s/ Charles A. Miller, Jr.
--------------------------------
Charles A. Miller, Jr.
<PAGE>
/s/ Daniel H. Sheppard, Jr.
--------------------------------
Daniel H. Sheppard, Jr.
/s/ Mary Jane Sheppard
--------------------------------
Mary Jane Sheppard
/s/ Clarke Langrall
---------------------------------
Clarke Langrall
/s/ Jeffrey S. A. Denner
---------------------------------
Jeffrey S.A. Denner
/s/ Jan Carleton Denner
-----------------------------------
Jan Carleton Denner
/s/ Jon C. Denner
-----------------------------------
Jon C. Denner
/s/ Rudolph E. Linder
-----------------------------------
Rudolph E. Linder
/s/ Joanne M. Linder
----------------------------------
Joanne M. Linder
/s/ Waisom & Co., by John H.
Somerville, general partner
----------------------------------
Waisom & Co., by John H.
Somerville, general partner
/s/ Irving Cohen
----------------------------------
Irving Cohen
/s/ Julius Zulver
----------------------------------
Julius Zulver
<PAGE>
EXHIBIT D-1
SERVICE AGREEMENT
This Service Agreement, ("Agreement") is made this ____ day
of November, 1996, by and between Anthony Investments Inc, a
Maryland corporation("Consultant") and ______________________
("Stockholder").
WHEREAS, Stockholder has approached Consultant and requested
Consultant to perform certain services and act on behalf of
Stockholder with respect to the shares of common stock owned by
Stockholder in Mason-Dixon Bancshares, Inc.("Mason-Dixon"); and
WHEREAS, Consultant has agreed to accept such engagement.
NOW, THEREFORE, Consultant and Stockholder agree as follows:
1. ENGAGEMENT. Stockholder hereby engaged Consultant, and
Consultant accepts engagement, to provide to Stockholder the
following services:
A. act on behalf of Stockholder in any and all
matters relating to the ownership of stock in Mason-Dixon,
including, but not limited to voting the proxy.
B. deal directly with the Board of Directors of
Mason-Dixon with regard to any matters or issues suggested by the
Stockholder.
C. attempt to obtain for the Stockholder a list of
all stockholders of Mason-Dixon.
D. provide a designee(s), subject to the prior
approval of Stockholder, to be nominated to serve on the Board of
Directors of Mason-Dixon.
E. carry out all administrative duties relating to
the above services.
2. TERM. Consultant shall provide services to Stockholder
pursuant to this Agreement for a term commencing on November 1,
1996 and ending on November 1, 1999 (or earlier termination as
provided herein).
3. PLACE OF WORK. Consultant shall render services
primarily at Consultant's offices, but will, upon request,
provide the services at Stockholder's offices or such other
places as reasonably requested by Stockholder as appropriate for
the performance of such particular services herein described.
4. TIME. Consultant's daily schedule and hours worked
under this Agreement on a given day shall be subject to
Consultant's discretion.
Stockholder relies upon Consultant to devote sufficient time as
is reasonably necessary to fulfill the spirit and purpose of this
Agreement.
5. PAYMENT OF FEE. Stockholder shall pay Consultant, with
respect to each share of Mason-Dixon owned by Stockholder, 5% of
the difference between the acquisition price per share and $17.50
upon acquisition of Mason-Dixon by any acquiror, or 5% of the
difference between the stock price (as listed in the Baltimore
Sunpapers, Nasdaq listing) on the date such shares are no longer
subject to this Agreement ("termination date") and $17.50
(amounts to be adjusted for any stock splits or stock dividends).
Should the stock price fall below $17.50 on the
<PAGE>
acquisition or termination date, no fee will be paid to
Consultant. Payment shall be made upon the acquisition or
termination date.
Provided, however, that if Consultant enters into similar
service agreements with Stockholders of Mason-Dixon who in the
aggregate own more than five percent (5%) of the outstanding
stock of Mason-Dixon, then the fees to Consultant will be
computed as follows:
(a) If 5.1% to 12% of Mason-Dixon shares are subject to
similar Service Agreements, determined at the particular
calculation date, the fee referred to above shall be 4% rather
than 5%.
(b) If 12.1% to 15% of Mason-Dixon shares are subject to
similar Service Agreements, determined at the particular
calculation date, the fee referred to above shall be 3.5% rather
than 5%.
(c) If more than 15% of Mason-Dixon shares are subject to
similar Service Agreements, determined at the particular
calculation date, the fee referred to above shall be 3% rather
than 5%.
6. EXPENSE REIMBURSEMENT. Stockholder will reimburse
Consultant for all reasonable out-of-pocket expenses incurred in
executing and performing the duties set forth herein, up to but
not to exceed $0.25 per share. Such expenses include, but are
not limited to expenses for legal, E&O or D&O insurance,
research, mileage, meetings and miscellaneous expenses, (all of
such expenses to be allocated pro rata among the shares covered
by this Agreement or any similar agreement between Consultant and
other Stockholders). Upon signing of this document, $0.10 per
share will be paid into an account to be used to offset expenses
incurred or to be incurred. As, or if, needed, Consultant will
invoice Stockholder for the remaining $0.15 per share. Upon
termination of this Agreement, any excess monies will be returned
to Stockholder. At any time, Stockholder may request a status
report on the expenses incurred to date.
7. WAIVER OF CONFIDENTIALITY. During the term of this
Agreement, Stockholder acknowledges that his/her name, address
and number of shares held, may be used in any documents or
discussion with Mason-Dixon, any regulatory bodies, or other
appropriate persons or entities as required, to best complete
the engagement.
8. PURCHASE OF ADDITIONAL SHARES OF STOCK. Stockholder
hereby represents and warrants to Consultant that, as of the date
of this Agreement, Stockholder owns ___ shares of common stock of
Mason-Dixon. Neither Stockholder nor any member of his family
own any additional shares of stock in Mason-Dixon or controls,
directly or indirectly, the right to vote any such shares of
stock.
Stockholder agrees and covenants not to purchase any
additional shares of stock of Mason-Dixon, or acquire, directly
or indirectly, the power to control the voting of any such shares
of stock, without Consultant's prior written consent. The same
fees and expenses as provided above will apply to any additional
shares of Mason-Dixon purchased by Stockholder.
9. TERMINATION.
A. This Agreement may be terminated by Stockholder as
follows:
(i) If Consultant is unable to provide the
consulting services by reason of temporary or
permanent illness, disability, incapacity or
death, or other reason as reasonably
determined by Stockholder.
-2-
<PAGE>
(ii) Stockholder intends to sell his shares of
Mason-Dixon to an unrelated individual or
entity.
B. Consultant may terminate this Agreement upon five (5)
days prior written notice to Stockholders.
C. This Agreement will be terminated upon the acquisition
of all shares of stock of Mason-Dixon by a third party in any
corporate reorganization.
Upon termination for any reason, Stockholder shall pay to
Consultant the remainder of the $0.25 per share expense
reimbursement to the extent expended and the fee to Consultant of
5% (or lesser percentage, per above) of the difference between
the stock price (as listed in the Baltimore Sunpapers, Nasdaq
listing) on the termination date and $17.50, or in the case of an
acquisition, 5% (or lesser percentage, per above) of the
difference between the acquisition price and $17.50.
10. INDEPENDENT CONTRACTOR. Consultant is and throughout
this Agreement shall be an independent contractor and not an
employee, partner or agent of Stockholder. Consultant shall not
be entitled to nor receive any benefit normally provided to
Stockholder's employees such as, but not limited to, vacation
payment, retirement, health care or sick pay. Stockholder shall
not be responsible for withholding income or other taxes from the
payments made to Consultant. Consultant shall be solely
responsible for filing all returns and paying any income, social
security or other tax levied upon or determined with respect to
the payments made to Consultant pursuant to this Agreement.
11. REGULATORY FILINGS. Consultant shall file, or cause to
be filed, any reports with the governing regulatory bodies
required to be filed by Consultant as a result of this Agreement.
Stockholder agrees to cooperate in all respects with Consultant
in preparation of such filings and agrees to complete and
execute such forms and certifications as may be necessary or
requested by Consultant.
12. CONTROLLING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Maryland.
13. FINAL AGREEMENT. This Agreement constitutes the final
understanding and agreement between the parties with respect to
the subject matter hereof and supersedes all prior negotiations,
understandings and agreements between the parties, whether
written or oral. This Agreement may be amended, supplemented
or changed only by an agreement in writing by both of the
parties.
14. NOTICES. Any notice required to be given or otherwise
given pursuant to this Agreement shall be in writing and shall be
hand delivered, mailed by certified mail, return receipt
requested or sent by recognized overnight courier service as
follows:
If to Consultant: Anthony Investments, Inc.
543 Benforest Drive
Severna Park, Maryland 21146
If to Stockholder:
-3-
<PAGE>
15. SEVERABILITY. If any term of this Agreement is held by
a court of competent jurisdiction to be invalid or unenforceable,
then this Agreement, including all of the remaining terms, will
remain in full force and effect as if such invalid or
unenforceable term had never been included.
16. RELEASE. Stockholder, his or her heirs, personal
representatives and assigns, do hereby fully and forever release,
remise, acquit and forever discharge Anthony Investments, Inc.
and Barbara S. Floyd, their respective successors, assigns, heirs
and/or personal representatives, as the case may be, from any and
all actions, causes of action, suits, claims, damages, expenses
(including reasonable attorneys and expert fees) debts, bills,
covenants, contracts, controversies, agreements, promises,
judgments and demands of whatever kind or nature at law or in
equity, which they ever had, now have or which their respective
heirs, personal representatives, successors and assigns hereafter
can, shall or may have upon or by reason of any matter, cause or
thing whatsoever, including any claims arising out of the
performance of services under this Agreement or the termination
by Consultant of this Agreement, and any other matter or matters
arising out of or with respect to this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the date first above written.
WITNESS/ATTEST: ANTHONY INVESTMENTS, INC.
- ---------------------- By: /s/ Barbara S. Floyd
----------------------------
Barbara S. Floyd, President/CEO
STOCKHOLDER:
- ---------------------- ----------------------
-4-
<PAGE>
EXHIBIT D-2
AMENDMENT TO SERVICE AGREEMENT
This Amendment to Service Agreement ("Amendment") is made
this ____ day of December, 1996 by and between Anthony
Investments, Inc., a Maryland corporation (the "Consultant") and
the undersigned stockholder (the "Stockholder") collectively
referred to herein as the "Parties".
WHEREAS, the parties have previously entered into a Service
Agreement dated November ____, 1996 between Anthony Investments
Inc., a Maryland corporation (the "Consultant") and the
Stockholder; and
WHEREAS, the parties now desire to amend such agreement.
NOW, THEREFORE, Consultant and Stockholder agree as follows:
1. Paragraph 1 of the Service Agreement is amended in its
entirety to read as follows:
1. Engagement. Stockholder hereby engaged Consultant, and
Consultant accepts engagement, to provide to Stockholder the
following general consulting services:
A. carry out the general administrative duties as
required and assigned by the Stockholder including the filing of
any necessary and appropriate regulatory documents including, but
not limited to filings with the Securities and Exchange
Commission, on behalf of the Stockholder with the Stockholder's
consent.
2. The first sentence of Paragraph 6 is amended to read as
follows:
Stockholder will reimburse Consultant for all
reasonable out-of-pocket expenses incurred in executing and
performing the duties set forth herein.
3. Except as amended herein, the original Service Agreement
shall maintain its full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the date first above written.
WITNESS/ ATTEST: Anthony Investments, Inc.:
By /s/ Barbara S. Floyd
----------------------------
Barbara S. Floyd, President/ CEO
WITNESS/ ATTEST: Stockholder:
/s/_______________________
Stockholder (Signature)
/s/_______________________
Stockholder (Print Name)
<PAGE>
EXHIBIT D-3
CONSENT TO TERMINATION OF PROXY
The undersigned shareholder (the "Shareholder") and Barbara
S. Floyd of Anthony Investments, Inc. ("Ms. Floyd"), the parties
to this Consent to Termination of Proxy, hereby consent to and
agree that certain "Irrevocable Proxy" previously granted to
Ms. Floyd by the Shareholder, dated ________________, granting to
Ms. Floyd the power to vote all shares of the Common Stock of
Mason-Dixon Bancshares, Inc. (the "Company") owned by the
Shareholder, which the Shareholder was and is entitled to vote
upon any matters which properly may come before any meeting of
stockholders of the Company, the term of which proxy was to be
three years, IS HEREBY TERMINATED AND REVOKED.
All actions taken by Barbara S. Floyd pursuant to the above
described three year irrevocable proxy are hereby ratified,
adopted and confirmed by the Shareholder.
IN WITNESS WHEREOF, the undersigned have executed this
Consent to Termination of Proxy this _____ day of December, 1996.
/s/ Barbara S. Floyd
- -----------------------
Barbara S. Floyd of
Anthony Investments, Inc.
/s/______________________
Shareholder (Signature)
/s/______________________
Shareholder (Print Name)
<PAGE>
EXHIBIT D-4
CLIENT ACCOUNT AGREEMENT
TO: FERRIS, BAKER, WATTS INCORPORATED ("FBW")
1720 Eye St., N.W.
Washington, D.C. 20006
In consideration of FBW opening or maintaining one or more
accounts (the "Account") and agreeing to act as broker or dealer
in the purchase and sale of securities for the undersigned (the
"Client"), the Client expressly acknowledges, consents and agrees
to the terms and conditions contained in this Agreement. The
heading of each provision of this Agreement is for descriptive
purposes only and shall not be deemed to modify or qualify any of
the rights or obligations set forth in each such provision. For
purposes of this Agreement, the term "securities and other
property" means, but is not limited to, money, securities,
financial instruments of every kind and nature, and related
contracts and options. This Agreement contains the entire
understanding between the Client and FBW concerning the Account
and all transactions and dealings between the Client and FBW.
1. Applicable Rules and Regulations.
All orders, transactions and other dealings which the Client
has with FBW shall be subject to the constitutions, rules,
regulations, customs and usages of the exchanges, markets or
clearinghouses where such orders, transactions and other dealings
are placed, executed, cleared, processed or otherwise undertaken,
and to the applicable laws, rules and regulations of the Federal,
State, and self-regulatory authorities.
2. Capacity to Contract.
The Client has attained the age of majority, is of sound
mind, and otherwise has the capacity to contract with FBW. If
the Client is a corporation, partnership, trust, investment club,
or any other association, organization or entity, the undersigned
has the authority to commit such Client to this Agreement.
3. Client Affiliation.
The Client is not associated, either through employment or
familial relation, with: any securities or commodities exchange
or association; any member firm of any securities or commodities
exchange or association; any bank, trust company, or insurance
company; or any company which has publicly-held securities,
unless the Client has notified FBW to that effect. The Client
will promptly notify FBW should the Client become so associated.
4. Assignment.
The Client may not assign the rights and obligations
hereunder without obtaining the prior written consent of FBW.
<PAGE>
5. Waiver and Modification.
Neither the failure of FBW at any time to require strict
compliance with any provision of this Agreement nor any continued
course of conduct by FBW shall constitute a waiver of any of
FBW's rights under this Agreement. Except as specifically
permitted hereunder, no provision of this Agreement can be, nor
be deemed to be, waived, altered, modified or amended without the
prior written consent of FBW.
6. Severability.
If any term or condition of this Agreement is, or should
become, inconsistent with any law, rule, regulation or judicial
decision, such term or condition shall be deemed to be rescinded
or modified to the extent necessary to comply therewith. In all
other respects, this Agreement shall continue in full force and
effect.
7. Binding Upon Client's Estate
This Agreement shall be binding upon any heirs, executors,
administrators, personal representatives or assigns of the
Client.
8. Arbitration Disclosures.
a. Arbitration is final and binding on the parties.
b. The parties are waiving their right to seek remedies in
court, including the right to jury trial.
c. Pre-arbitration discovery is generally more limited
than and different from court proceedings.
d. The Arbitrators' award is not required to include
factual findings or legal reasoning and any party's right to
appeal or to seek modification of rulings by the Arbitrators is
strictly limited.
e. The panel of Arbitrators will typically include a
minority of arbitrators who were or are affiliated with the
Securities Industry.
9. Arbitration.
The Client agrees, and by carrying an account for the Client
FBW agrees, that all controversies which may arise between the
Client and FBW concerning any transaction or the construction,
performance or breach of this or any other agreement between the
Client and FBW pertaining to securities and other property,
whether entered into prior, on or subsequent to the date hereof,
shall be determined by arbitration. Any arbitration under this
Agreement shall be conducted before the New York Stock Exchange,
Inc., or any Arbitration Facility provided by any other exchange
of which FBW is a member, or the National Association of
Securities Dealers, Inc., or the Municipal Securities Rulemaking
Board, in accordance with the rules of the selected organization.
The award of the Arbitrators, or of the majority of them, shall
be final, and judgment upon the award may be entered in any
Court, State or Federal, having jurisdiction.
10. Client Purchase and Sales.
2
<PAGE>
FBW may receive and execute all orders for the purchase or
sale of any security, whether written or verbal, with the
understanding and agreement that actual payment of money, or
delivery of securities, is contemplated. Any securities which
the Client may order FBW to sell will be fully and freely
marketable and free from any infirmity of any kind, unless the
Client notifies FBW to the contrary in writing. Any order to
sell "short" will be designated by the Client as such, and FBW
will mark the order as "short". All other sell orders will be
for securities owned by the Client at the time the order is
placed, and FBW will mark these orders as "long". The
designation on a sale order as "long" is a representation on the
Client's part that the Client owns the security, and if the
security is not in FBW's possession at the time of the contract
for sale, the Client agrees to deliver the security to FBW by
settlement date. In the event of non-delivery of the security,
FBW is authorized to purchase the security to cover the Client's
position and charge any loss to the Account. In the event on
non-payment for securities purchased, FBW, without prior demand
or notice, may sell securities held by FBW in the Account and
charge any resulting loss to the Account.
11. Client Over-the-Counter Limit Orders
By accepting the Client's limit order (the "Order") for
transactions in securities in the NASDAQ or over-the-counter
market, FBW undertakes to monitor the interdealer market and to
seek to execute the Order only if the inside bid (in the case of
a limit order to sell, the highest price at which a dealer is
being quoted as willing to buy securities) reaches the Order's
limit price. FBW reserves the right, while the Order remains
unexecuted, to trade for its own market-maker account at prices
equal to or better than the Order price and not to execute the
Order against incoming orders from other customers. For example,
if the inside market is 10 bid, 10 1/4 asked and the Client
places an Order to sell securities at 10 1/8, FBW will seek to
execute such Order only if the inside bid reaches the Order price
of 10 1/8 (exclusive of any markdown or commission equivalent
that FBW may charge in connection with the transaction) and,
while the Order remains unexecuted, FBW may continue to sell
securities for its market-maker account at prices at or above 10
1/8.
12. Loan or Pledge of Securities.
Until the Client pays in full for securities purchased, and
within the limitations imposed by the applicable laws, rules,
regulations, customs and usages, FBW may pledge, repledge,
hypothecate and rehypothecate such securities, either separately
or in common with such other securities and property of other
bona fide customers of FBW, for any amount due to FBW in the
Account or a greater amount. In the event of the foregoing, FBW
has no obligation to retain a like amount of similar securities
or property in its possession or control.
13. Margin Account.
The Client agrees to maintain in the Account such positions
and margins as required by all applicable laws, rules,
regulations, customs and usages, or as FBW deems necessary or
advisable. The Client agrees to promptly satisfy all margin and
maintenance calls.
3
<PAGE>
14. Margin Account - Interest.
Debit balances of the Account shall be charged with interest
in accordance with FBW's established custom, as disclosed to the
Client pursuant to the provisions of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10B-16 thereunder.
15. Margin Account - Disclosures Regarding Liquidations and
Covering Positions
I understand that, notwithstanding a general policy of
giving Clients Notice of Margin Deficiciency, FBW is not
obligated to request additional margin from the Client in the
event the Account falls below minimum maintenance requirements.
More importantly, there may be circumstances where FBW will
liquidate securities and/or other property in the Account without
notice to the Client to ensure that minimum maintenance
requirements are satisfied.
16. Margin Account - Liquidations and Covering Positions
FBW has the right in accordance with its general policies
regarding margin maintenance requirements to require additional
collateral or the liquidation of any securities and other
property whenever, in FBW's discretion, it considers it
necessary for its protection including in the event of, but not
limited to: the Client's failure to promptly meet any call for
additional collateral; the filing of a petition in bankruptcy by
or against the Client; the filing of a petition for appointment
of a receiver by or against the Client; an attachment is levied
against any account of the Client or in which the Client has an
interest; or the death of the Client. In such event, FBW is
authorized: to sell any and all securities and other property in
any account of the Client whether carried individually or jointly
with others; to buy all securities or other property which may be
short in such account; to cancel any open orders and to close any
or all outstanding contracts, all without demand for margin or
additional margin, other than notice of sale or purchase, or
other notice or advertisement each of which is expressly waived
by the Client. Any such sales or purchases may be made at FBW's
discretion on any exchange or market where such business is
usually transacted or at public auction or private sale, and FBW
may be the purchaser for FBW's own account. It is understood a
prior demand, or call, or prior notice of the time and place of
such sale or purchase shall not be considered a waiver of FBW's
right to sell or buy without demand or notice as herein provided.
17. Liens and Satisfaction of Indebtedness.
Any and all securities and property belonging to the Client
or in which the Client may have an interest, held by FBW or
carried in the Account, shall be subject to a general lien for
the discharge of the Client's obligations to FBW, wherever or
however arising and without regard to whether FBW has made
advances with respect to such securities and property. FBW is
authorized to use any securities and property in the Account,
without notice to the Client, to satisfy such general lien. The
Client agrees to pay FBW, on demand, any balance due on the
Account, together with interest, costs and expenses of
collection, including attorney's fees in the amount of 15% of the
balance due.
18. Indemnification.
Should FBW, without fault on its part, become a party to any
action or incur any liability arising out of the Account or
orders which the Client may give to FBW, the
4
<PAGE>
Client agrees to indemnify and to pay FBW for such liability
incurred including reasonable attorney's fees and costs.
19. Confirmations and Statement.
Confirmations of orders and transactions, and statements for
the Account shall be binding if the Client does not object in
writing within ten (10) days after mailing by FBW to the Client.
Communications sent by mail, telegraph, messenger or otherwise to
the Client at the address specified hereon shall, until the
Client gives FBW notice in writing of a different address, be
deemed to have been personally and adequately delivered to the
Client, whether actually received by the Client or not, and the
Client agrees to waive all claims resulting from a failure to
receive such communications properly addressed.
20. Service Charges and Fees.
The Client understands that FBW may assess the Client
various reasonable service charges and fees regarding the Account
and that the Client has received a copy of the service charge/fee
schedule. The Client understands and acknowledges that, from
time to time, reasonable new service charges or fees may be
instituted, or existing service charges may be increased by
reasonable amounts, and the Client agrees to pay any such
obligations when due or to have FBW charge the Account to the
extent of any such obligation.
21. Joint Accounts.
a. If this is a Joint Account, the Client agrees that each
joint tenant to the Account shall have authority on behalf of
this Account:(1) to buy, sell and otherwise deal in securities
and other property through FBW as broker or dealer; (2) to
receive for the Account confirmations, statements and
communications of every kind, to receive for the Account
securities and other property and to dispose of same; (3) to make
agreements for the Account relating to these matters and to
terminate or modify such agreements, or waive any of the
provisions thereof; and (4) to deal generally with FBW as if each
joint tenant alone were the sole owner of the Account, all
without notice to any other joint tenant. The liability of the
Client to FBW for the Account shall be joint and several.
b. FBW may following the instructions of any joint tenant
concerning the Account and made deliveries to any joint tenant,
of any or all securities and other property in the Account, and
made payments to any joint tenant, of any or all monies in the
account as any joint tenant may order and direct, even if such
deliveries and/or payments shall be made to one or more joint
tenant personally and not for the Account. FBW shall be under no
obligation to inquire into the purpose of any such demand for
delivery of securities or other property or payment of monies,
and FBW shall not be bound to see to the application or
disposition of the said securities, and other property so
delivered or paid to any joint tenant.
c. In the event of death, insanity or other disability of
any joint tenant, the remaining of the undersigned joint tenants
shall immediately give FBW notice thereof, and FBW may, before or
after receiving such notice, take such proceedings, require such
documents, retain such portion and/or restrict transactions in
the Account as FBW may deem advisable to protect itself against
any tax, liability, penalty or loss under any present or future
laws, rules and regulations.
5
<PAGE>
d. Any taxes or other expenses becoming a lien against or
being payable out of the Account as the result of the death of
any joint tenant, or through the exercise by the joint tenant's
estate or representatives of any rights in the account shall be
chargeable against the interest of any surviving joint tenants as
well as against the interest of the estate of the deceased joint
tenant. This provision shall not release the deceased joint
tenant's estate from any liability provided for in this
Agreement.
6
<PAGE>
CLIENT AUTHORIZATION
INVESTOR COMMUNICATIONS. Unless the box below is checked, FBW
will disclose my name, address and securities position upon its
request to an issuer whose securities I beneficially own, per
rule 14b-1(b) under the Securities Exchange Act of 1934. Such
disclosure facilitates communications between investors and
issuers during certain events including tender offers and proxy
solicitations.
[ ] I HEREBY INSTRUCT FBW NOT TO MAKE SUCH DISCLOSURES
TO ANY ISSUER.
MARGIN ACCOUNT. Unless the box below is checked, FBW is
authorized by my signature below to establish a margin account
for my use now or in the future upon my request. (For terms, see
enclosed Client Account Agreement, paragraph 13-16, and "FBW
Margin Account Credit Terms" in the enclosed SERVICES OF FERRIS,
BAKER, WATTS pamphlet.)
[ ] DO NOT ESTABLISH A MARGIN ACCOUNT ON MY BEHALF. I
UNDERSTAND THAT IF I WANT TO USE A MARGIN ACCOUNT IN THE FUTURE,
I WILL HAVE TO SIGN A NEW CLIENT AUTHORIZATION FORM.
FOR JOINT ACCOUNTS ONLY. Unless the box below is checked, it is
our express intention to create an estate or account as joint
tenants with rights of survivorship, and not as
tenants-in-common, so that in case of the death of any
of the undersigned, the entire account shall be come the property
of any surviving joint tenants.
[ ] IT IS OUR EXPRESS INTENTION TO CREATE AN ESTATE OR
ACCOUNT AS TENANTS-IN-COMMON, WITHOUT RIGHTS OF SURVIVORSHIP.
EACH OF THE UNDERSIGNED HAS AN EQUAL AND UNDIVIDED INTEREST
THEREIN, UNLESS A DIFFERENT INTEREST IS SET FORTH BELOW (total
must equal 100%):
- ------------------- -----% ------------------- -----%
Name of Participant Name of Participant
- ------------------- -----% -------------------- -----%
Name of Participant Name of Participant
- -----------------------------------------------------------------
BY MY (OUR) SIGNATURE(S) BELOW I(WE) ACKNOWLEDGE RECEIPT OF THE
CLIENT ACCOUNT AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS. I(WE) UNDERSTAND THAT:
A: SECURITIES IN MY(OUR) MARGIN ACCOUNT MAY BE LOANED TO
FBW OR LOANED TO OTHERS.
B: THE CLIENT ACCOUNT AGREEMENT CONTAINS A PRE-DISPUTE
ARBITRATION CLAUSE AT PARAGRAPH 9.
- -----------------------------------------------------------------
Signature____________________ Date__________
Signature____________________ Date__________
IF JOINT ACCOUNT, SIGNATURES
OF ALL PARTICIPANTS REQUIRED.
7
<PAGE>
EXHIBIT D-5
ACCOUNT AGREEMENT
- -----------------------------------------------------------------
Name
- -----------------------------------------------------------------
Address
- -----------------------------------------------------------------
City State Zip Code Account Number
IMPORTANT: PLEASE SIGN AND RETURN THIS ACCOUNT AGREEMENT IN THE
ENCLOSED ENVELOPE.
In consideration of Alex. Brown & Sons Incorporated ("Alex.
Brown") accepting the account(s) of the undersigned, and agreeing
to act as my broker, I agree to the following with respect to any
of my accounts with you, in which I currently or in the future
have an interest, for the extension of credit or the purchase
or sale of securities, options or other property. Throughout
this Agreement, "I", "me", "my", "we" and "us" and the "the
undersigned" refer to the person(s) whose signature(s) appear(s)
below and all others who are legally obligated on this account.
"You" and "your" refer to Alex. Brown, its subsidiaries,
affiliates, officers, directors, agents and employees. Where the
context requires, the singular shall be plural and the plural
shall be singular.
1. Representations
Unless I have advised you otherwise in writing, I represent
that I am of legal age, that I am not an employee or member of
any securities exchange (or corporation of which any exchange
owns a majority of the capital stock), the National Association
of Securities Dealers, Inc., or of any broker-dealer, nor am I a
senior officer of any bank, savings and loan institution,
insurance company, registered investment company, registered
investment advisory firm or institution that purchases
securities, nor am I a member of the immediate family of such a
person. I further represent that I am financially capable of
satisfying any obligations undertaken through my account. I also
represent that no one except the persons named on the account(s)
has any interest in the account(s). I will promptly notify you
in writing if any of the above circumstances change. I
acknowledge that the purchase and sale of securities entails
substantial economic risk and I represent to you that I knowingly
and willingly assume such risk.
2. Applicable Rules and Regulations
All transactions in my account shall be subject to the
constitution, rules, regulations, customs and usages of the
exchange or market, and its clearing house, if any, where the
transactions are executed. Transactions shall also be subject to
the provisions of federal and state securities laws, as
amended, and to the rules and regulations of the Securities and
Exchange Commission and the Board of Governors of the Federal
Reserve System. You shall not be liable for any loss caused
directly or indirectly by your compliance with such rules or
regulations or by government restrictions, exchange or market
rulings, suspension of trading, war, or other conditions
beyond your control.
<PAGE>
3. Confirmations, Statements and Written Communications
I agree to notify you in writing, within ten (10) days of
your sending me a confirmation, of any objection I have to any
transaction in my account. In the absence of such written
notification, I agree that all transactions for my account will
be final and binding on me. Confirmations of transactions,
as well as other communications, may be sent to the address I
provided to you or such other address I may hereafter give to you
in writing, and all communications so sent, whether by mail,
private carrier, facsimile, messenger or otherwise, shall be
deemed given to me, whether actually received or not. Unless I
advise you in writing to the contrary, you may disclose my name
and address to the issuers of securities which you hold for me.
4. Aggregation of Orders and Average Prices
I authorize you, at your discretion, to aggregate orders for
my account(s) with other customer orders. I recognize that in so
doing, I may receive an average price for my orders which may be
different from the price(s) I might have received had my orders
not been aggregated. I understand that this practice may also
result in my orders being only partially completed.
5. Short and Long Orders; Deliveries and Settlements
I agree that, in giving orders to sell, all "short" sales
will be designated by me as "short" and all other sales will be
designated by you as "long." "Short sale" means any sale of a
security not owned by me or any sale that is consummated on
settlement date by delivery of a borrowed security. I also agree
that you may, at your discretion, immediately cover any short
sales in my account, without prior notice. My failure to
designate a sale order as "short" is a representation on my part
that I own the security free of restriction, and if the security
is not in your possession at the time of the sale, I agree to
deliver the security to you by settlement date. In case of
non-delivery of a security, you are authorized to purchase the
security to cover my position and charge any loss, commissions,
and fees to my account. I agree that if you fail to receive
payment for securities I have purchased you may, without prior
demand or notice, sell those securities or other property held by
you in any of my accounts with you and any loss resulting
therefrom will be charged to such account(s). I authorize you,
at your discretion, to request and obtain extension(s) of my time
to make payment for securities I purchase, as provided for by
Federal Reserve Bank Regulation T.
6. Authority to Borrow
In case of the sale of any security or other property by you
at my discretion and your inability to timely deliver the same to
the purchaser by reason of my failure to supply you therewith, I
authorize you to purchase or borrow any security or other
property necessary to make the required delivery, and I agree to
be responsible for any loss or cost, including interest, which
you sustain as a result of my failure to make delivery to you.
7. Interest Charges
I acknowledge that debit balances in my cash or margin
account, including but not limited to those arising from my
failure to make payment by settlement date for securities
purchased, will be charged interest at the then current rate, in
accordance with your usual custom. Interest will be computed on
the net daily debit balance, which is computed by combining all
debit balances and credit balances in each account with the
exception of credit balances associated with short security
positions. I acknowledge receipt of your statement regarding
interest charges and that you may charge an account maintenance
fee with respect to inactive accounts.
<PAGE>
8. Credit Information
I authorize you to obtain reports concerning my credit
standing and business conduct at your discretion.
9. Satisfaction of Indebtedness
I agree to satisfy, upon demand, any indebtedness, including
any interest and commission charges. I further agree to pay the
reasonable costs and expenses of collection of any amount I owe
you, including reasonable attorney's fees and court costs.
10. Liens
I hereby grant to you a security interest in all securities
and other property in your possession in which I have an interest
in order to secure any and all indebtedness or any other of my
obligations to you. All such securities and other property shall
be held as security for the payment of any such obligations or
indebtedness in any account with you in which I have an interest,
and you may, in your discretion, at any time and without prior
notice, sell and/or transfer any or all securities and other
property in order to satisfy such obligations.
11. Margin Maintenance, Calls for Additional Collateral,
Liquidations and
Covering Short Positions
If I engage in margin transactions, I will maintain such
securities and other property in my account for margin purposes
as you shall require from time to time. You shall have the right
in accordance with your general policies regarding margin
maintenance requirements, as such may be modified or amended from
time to time, to require additional collateral or the liquidation
of any securities and other property whenever in your sole
discretion you consider it necessary for your protection. You
may do so under circumstances which include, but are not limited
to, the failure to promptly meet any call for additional
collateral, the filing of a petition in bankruptcy, the
appointment of a receiver by or against me or the attachment or
levy against any account with you in which I have an interest.
In such event, you are authorized to sell any and all securities
and other property in any of my accounts with you whether carried
individually or jointly with others, to buy all securities or
other property which may be short in such account, to cancel any
open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, notice of sale or
purchase, or other notice or advertisement, each of which is
expressly waived. Any such sales or purchases may be made at your
discretion on any exchange or other market where such business is
usually transacted or at public auction or private sale, and you
may be the purchaser for your own account. I understand that
any prior demand, or call, or prior notice of the time and place
of such sale or purchase shall not be considered a waiver of your
right to sell or buy without demand or notice as provided herein.
12. Loan or Pledge of Securities and Other Property
Within the limitations imposed by applicable law, all
securities and other property now or hereafter held, carried or
maintained by you in your possession that have not been fully
paid for or are held in a margin account may be lent, either to
yourself or to others, pledged and repledged by you, without
notice to me, either separately or in common with other
securities and other property of your other customers for any
amount due in any account with you in which I have an interest,
or for any greater amount, and you may do so without retaining in
your possession or control for delivery a like amount of similar
securities or other property. I understand that in the event
securities held for my account are loaned out, I may lose certain
voting rights attendant to such securities.
<PAGE>
13. Correspondent Account; No Agency
If my account has been introduced to you by arrangement with
another broker-dealer, you are authorized to accept from such
other broker-dealer, without inquiry or investigation by you (i)
orders for the purchase or sale of securities or other property
for my account, on margin or otherwise, and (ii) any other
instructions concerning my account. I understand and agree that
such other broker-dealer is not your agent and that you shall
have no responsibility or liability to me for any acts or
omission of such other broker-dealer, its officers, employees or
agents.
14. Joint Accounts
If this a Joint Account, we agree that each of us shall have
authority with respect to this account to deal with you as if
each of us alone were the account owner, all without notice to
the other account owner(s). We agree that notice to any account
owner shall be deemed to be notice to all account owners. Each
account owner shall be jointly and severally liable for this
account. You may follow the instructions of any of us concerning
this account and make deliveries to any of us, of any or all
property and payment, even if such deliveries and/or payments
shall be made to one of us personally, and not to all of the
account owners. You shall be under no obligation to inquire into
the purpose of any such demand for delivery of securities or
payment, and you shall not be bound to see to the application
or disposition of the securities and/or monies so delivered or
paid to any of us. Notwithstanding the foregoing, you are
authorized, in your discretion, to require joint action by all of
the account owners with respect to any matter concerning the
account, including the giving or cancellation of orders and the
withdrawal of monies, securities or other property. We agree
that our account will be carried on your books in the form
reflected by the above account name. In the event of the death
of any of us, the survivor(s) shall immediately give you written
notice thereof, and you may, before or after receiving such
notice, take such action, require such documents, retain such
securities and/or restrict transactions in the account as you may
deem advisable to protect you against any tax, liability, penalty
or loss under any present or future laws or otherwise.
Any cost resulting from the death of any of us, or through
the exercise by any decedent's estate or representatives of any
rights in the account shall be chargeable against the interest of
the survivor(s) as well as against the interest of the estate of
the decedent.
15. Miscellaneous
This Agreement shall be binding upon my heirs, executors,
administrators, personal representatives and permitted assigns.
It shall inure to the benefit of your successors and assigns to
whom you may transfer my account.
This Agreement contains the entire understanding between us
concerning the subject matter of this Agreement. I agree that
Alex. Brown has the right to amend this Agreement at any time by
sending written notice of such amendment to me. Any such
amendment shall be effective as of the date established by Alex.
Brown. If any provision of this Agreement is held to be invalid,
void or unenforceable by reason of any law, rule, administrative
order or judicial decision, that determination shall not affect
the validity of the remaining provisions of this Agreement. This
Agreement shall be deemed to have been made in the State of
Maryland and shall be construed, and the rights of the parties
determined, in accordance with the laws of the State of Maryland
and the United States, as amended, without giving effect to the
choice of law or conflict-of-laws provisions thereof.
16. Paragraph Headings
Paragraph headings are for convenience only and shall not
affect the meaning or interpretation of any provision of this
Agreement.
17. Certification - Taxpayer Identification Number
Certification Instructions: I WILL CROSS OUT ITEM (2) BELOW
IF I HAVE BEEN NOTIFIED BY THE IRS THAT I AM CURRENTLY SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST OR
DIVIDENDS ON MY TAX
<PAGE>
RETURN. IF I AM EXEMPT FROM BACKUP WITHHOLDING, I WILL
WRITE THE WORD "EXEMPT" HERE: ___________ _________. (FOR
FURTHER INFORMATION SEE, "PAYEES AND PAYMENTS EXEMPT FROM
BACKUP WITHHOLDING" ON IRS FORM W-9, A COPY OF WHICH CAN BE
OBTAINED FROM AN ALEX. BROWN INVESTMENT REPRESENTATIVE.)
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or Social Security Number), and
(2) I am not subject to backup withholding because either I
have not been notified by the Internal Revenue Service (IRS)
that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup
withholding.
By signing below I acknowledge that I have received, read
and agree to the terms of this Agreement.
The Internal Revenue Service does not require your consent
to any provision of this document other than the
certifications required to avoid backup withholding.
IF THIS IS A JOINT ACCOUNT, ALL ACCOUNT OWNERS MUST SIGN.
Signature Date
----------------------------------- ---------
Social Security or Tax ID No.
--------------
Signature Date
----------------------------------- ---------
Social Security or Tax ID No.
-------------
Signature Date
------------------------------------ --------
Certification of Foreign Status
Non-resident alien individual or an exempt foreign person
must check the applicable box(es) and sign this section.
Under penalties of perjury, I certify that:
[ ] For interest payments, I am not a U.S. citizen or
resident (or I am filing for a foreign
corporation, partnership, estate, or
trust).
[ ] For dividends, I am not a U.S. citizen or resident
(or I am filing for a foreign corporation,
partnership, estate, or trust).
[ ] For Broker transactions or Barter exchange, I am
an exempt foreign person as defined on IRS Form
W-8. (A copy of IRS Form W-8 can be obtained from
an Alex. Brown Investment Representative.
<PAGE>
Signature Date
----------------------------- -----
Permanent Address
--------------------------------------------------
Country
--------------------------------- -----
NOTE: BENEFICIAL OWNERS OF CERTAIN TYPES OF INCOME (OR
OWNERS TRUSTEES OR AGENTS) MAY USE IRS FORM 1001 TO REPORT TO A
WITHHOLDING AGENT BOTH THE OWNERSHIP OF THE INCOME AND THE
REDUCED RATE OF TAX OR EXEMPTION FROM TAX ON THE INCOME UNDER TAX
CONVENTIONS OR TREATIES. SUCH FORM CAN ALSO BE USED TO CLAIM A
RELEASE OF TAX WITHHELD AT SOURCE. FOR A COPY OF IRS FORM 1001,
PLEASE CALL ON ALEX. BROWN INVESTMENT REPRESENTATIVE.
PLEASE READ AND SIGN BELOW TO OPEN A MARGIN ACCOUNT.
I agree to open a margin account with you and acknowledge to
you that, in addition to the preceding information, I understand
each of the following:
- When I purchase securities on margin, I borrow money
from you to finance that purchase; I may also borrow against
collateral in my margin account for other purposes.
- I will be obligated to pay interest on all sums I
borrow from you.
- I may be required to deliver additional collateral
consisting of cash or securities to you to maintain my loan
balance, as you require.
- By using a margin account to leverage my investments, I
increase my risk of loss.
- Alex. Brown will deduct all interest charges from my
account.
Alex. Brown represents to me that:
- My current margin debit balance will appear on each
account statement Alex. Brown sends to me.
- Alex. Brown will charge me interest on a monthly basis
and will disclose on my account statement the interest rate and
total interest charge.
By signing below, I authorize you to open and carry a margin
account for my benefit, and acknowledge that securities in my
account may be loaned to Alex. Brown as principal or loaned to
others.
Signature Date
--------------------------------------- ---------
Signature Date
--------------------------------------- ---------
Signature Date
--------------------------------------- ---------
Paragraph 17 of this Agreement includes a certification of the
Taxpayer Identification Number designated for this account and a
representation regarding the applicability of backup withholding.
If Alex. Brown does not receive this certification, it will be
required to withhold a portion of all payments to this account.
<PAGE>
Branch Manager approval for margin accounts FOR OFFICE USE ONLY
Signature Date
------------------------------------- -----------
<PAGE>
EXHIBIT D-6
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I Allan W. Roadcap, of
Naples, Florida do hereby make, constitute and appoint Alvie G.
Spencer of 27 Smith Avenue, Westminster, MD 21157 my true and
lawful attorney for me and in my name, place and stead, and in my
behalf, and for my use and benefit to exercise or perform any
act, power, duty, right or obligation whatsoever that I now have,
or may hereafter acquire the legal right, power, or capacity to
exercise or perform, but only to the extent set forth below in
this Special Power of Attorney:
Authority to buy, sell, manage and vote securities, specifically
but not limited to Mason-Dixon Bancshares, Inc., and to complete,
execute and file any regulatory filings required by the SEC or
other state or federal regulatory agency.
IN WITNESS WHEREOF, Allan W. Roadcap has executed this Special
Power of Attorney on at
------------------ -------------------.
/s/ Allan W. Roadcap
---------------------
Allan W. Roadcap
Acknowledgment
State of _________________ )
) ss
County of _______________ )
On this ________________, before me personally appeared Allan W.
Roadcap, to me known to be the person described in and who
executed the foregoing instrument and acknowledged to me that
Allan W. Roadcap executed the same as__________________ free act
and deed.
/s/________________________
Notary Public
EXHIBIT E-1
LETTER OF CATHERINE C. BLAKE, JUDGE
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
CHAMBERS OF U.S. COURTHOUSE
CATHERINE C. BLAKE 101 WEST LOMBARD STREET
UNITED STATES DISTRICT JUDGE BALTIMORE, MARYLAND 21201
(410) 962-3220
Fax (410) 962-6836
March 7, 1997
Dear Shareholder:
On November 12, 1996, a group of shareholders of Mason-Dixon
Bancshares, Incorporated (hereinafter "Mason-Dixon"), which has
referred to itself as the "Concerned Shareholders Group", filed a
form with the Securities Exchange Commission known as a 13D.
That form must be filed under federal securities law by any
person or group that has acquired more than five percent (5%) of
a corporation's outstanding stock and that intends to pursue or
request any corporate action. On December 9, 1996, Mason-Dixon
filed a lawsuit against the Concerned Shareholders Group which
alleged, among other things, that the filed 13D form contained
various false and misleading statements. Mason-Dixon also filed
a motion for a preliminary injunction hearing requesting that
this court order various forms of relief.
On February 21, 1997, this court held a preliminary
injunction hearing, and on February 28, 1997, the court issued a
decision that granted in part and denied in part Mason-Dixon's
motion for a preliminary injunction. Although the decision
concludes that none of the statements made by the Concerned
Shareholders Group in its 13D were false, it did conclude that
some of the statements might mislead some shareholders unless
additional information concerning those statements was provided.
This letter is being forwarded to you to convey that additional
information.
Mason-Dixon specifically asserted that the following four
(4) statements contained in the group's original 13D were false
and misleading:
(1) The Issuer's earnings performance (specifically Return
on Equity and Return on Assets) under current management is below
industry average (illustrated in the Federal Reserve Board's
Division of Banking Supervision and Regulation's June 1996 Bank
Holding Company Performance Report). (2) Also, the Issuer's Five
Year Cumulative Total Return on the Common Stock has been
consistently below the NASDAQ Composite Index and the NASDAQ Bank
Index (illustrated in the Issuer's Proxy Statement for the 1996
Annual Meeting of Stockholders, page 12) for several years. (3)
Owners believe that this performance is due in large part to the
Issuer's continued significantly below average Loans/Total Assets
ratio (lowest 10%) and the below average Loans/Deposits ratio
(lowest 13%) of their peer group (Source: Federal Reserve's June
1996 Bank Holding Company Performance Report.) (4) While it was
anticipated that the Issuer's July 1995 acquisition of Bank of
Maryland would expand lending opportunities, these loan ratios
continue substantially unchanged, and significantly below the
peer group's average.
<PAGE>
Page Two
This court's February 28, 1997 decision did not find that
statement (3) was false or misleading, because the facts related
to the loan ratios were not false, and the rest of the sentence
represents a matter of opinion about which reasonable persons can
disagree. This court found that the other statements were not
false, but were misleading. You may wish to consider the
following additional information relating to each statement.
(1) Statement: The Issuer's earnings performance
(specifically Return on Equity and Return on Assets) under
current management is below industry average (illustrated in the
Federal Reserve Board's Division of Banking Supervision and
Regulation's June 1996 Bank Holding Company Performance Report).
Additional Information: Bank Holding Company Performance Report
figures indicate that Mason-Dixon's Return on Equity and Return
on Assets values were above average in the 1993, 1994, 1995, and
June 30, 1995 reports. If the June 1996 report is averaged with
Bank Holding Company Performance Report figures for 1993, 1994,
1995, and June 30, 1995, the figures indicate that Mason-Dixon's
Return on Equity and Return on Assets values are above average
compared to other institutions in their nationwide peer group.
In addition, Mason-Dixon's acquisition of the Bank of Maryland in
July 1995 was expected to have an initial negative impact on the
financial condition of Mason-Dixon and could explain the
divergent June 1996 figures referred to in the 13D.
(2) Statement: Also, the Issuer's Five Year Cumulative Total
Return on the Common Stock has been consistently below the NASDAQ
Composite Index and the NASDAQ Bank Index (illustrated in the
Issuer's Proxy Statement for the 1996 Annual Meeting of
Stockholders, page 12) for several years. Additional Statement:
Mason-Dixon did not join the NASDAQ exchange until April 1993.
If Mason-Dixon is compared to other companies in the NASDAQ
Composite and Bank indices since 1993, its performance is above
average.
(4)Statement: While it was anticipated that the Issuer's July
1995 acquisition of Bank of Maryland would expand lending
opportunities, these loan ratios continue substantially unchanged
and significantly below the peer group's average. Additional
Information: If this statement is viewed as implying that there
has been relatively little loan growth since July 1995, it should
be noted that Mason-Dixon's loans increased by an annual growth
rate of nine percent (9%) during the period between September 30,
1995, and June 30, 1996, and increased 10.6% through October of
1996.
Mason-Dixon also alleged that the Concerned Shareholders
failed to disclose, in either the original 13D or in the amended
13D filed on December 27, 1996, that they potentially violated
Section 3-314 of Maryland's Financial Institutions Article by
acquiring more than five(5%)of Mason-Dixon's stock without filing
a report with the Maryland Commissioner. If the statute is
applicable and the Concerned Shareholders Group is found to be in
violation of the statute, the statute provides that voting stock
acquired in violation of the statute may not be voted for five
(5) years.
<PAGE>
Page Three
This court's decision on February 28, 1997 agreed that there
was a potential that such a violation occurred and that the
potential should have been disclosed. No determination has been
made by the Maryland Commissioner, or this court, however, that
any such violation has occurred. The Concerned Shareholder Group
has consistently maintained that the group did not violate
Section 3-314 and that it does not apply to situation such as
theirs. While there may be little likelihood that the stock will
be declared non-voting, this information is provided to help
potential investors make a more informed decision.
The preliminary injunction order issued by this court
contained two other provisions. First, the court ordered that
any proxies or power of attorney agreements obtained by the
Concerned Shareholders Group, or any member thereof, are
rescinded, if not already voluntarily rescinded. Second, the
court ruled that members of the Concerned Shareholders Group can
engage in future proxy solicitations provided such acts are in
compliance with federal securities laws. This ruling does not in
any way reflect the court's opinion of the merits of the
proposals of the Concerned Shareholders Group or any of its
members.
A full copy of the Court's written decision on the motion
for preliminary injunction may be obtained from either Ava Lias-Booker, counsel
for Mason-Dixon, or Laurence W. Dague, counsel for defendants or from the
clerk of this court in exchange for copying costs.
Sincerely yours,
/s/ Catherine C. Blake
------------------------
Catherine C. Blake
United States District Judge
<PAGE>
EXHIBIT E-2
SECOND LETTER OF CATHERINE C. BLAKE, JUDGE
<PAGE>
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
CHAMBERS OF U.S. COURTHOUSE
CATHERINE C. BLAKE 101 WEST LOMBARD STREET
UNITED STATES DISTRICT JUDGE BALTIMORE, MARYLAND 21201
(410) 962-3220
Fax (410) 962-6836
April 9, 1997
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Concerned Shareholders Group - Proxy Materials
Dear Sir/Madam:
In the matter of MASON-DIXON BANCSHARES, INC. v. ANTHONY
INVESTMENTS, INC. ET AL., Civil No. CCB 96-3836, United States
District Court for the District of Maryland, this court has
ordered changes to the original preliminary proxy materials
submitted by the Concerned Shareholders Group ("CSG"), a group of
stockholders of registrant Mason-Dixon Bancshares Inc.,
("Mason-Dixon"), who are defendants in the pending litigation.
Enclosed are the revised and amended preliminary proxy materials
of CSG.
CSG filed its preliminary proxy materials with the
Commission through the EDGAR system on March 31, 1997. On April
2, 1997, Mason-Dixon filed a motion for injunctive relief based
on alleged false and misleading statements contained in CSG's
proxy materials.
A hearing was held on Mason-Dixon's motion on April 7, 1997.
The court found that statements concerning two issues in CSG's
proxy materials were misleading. The court ordered that certain
statements be omitted or changed and that this letter be made a
part of the public filing of CSG's revised and amended proxy
materials. Other changes were voluntarily made to the proxy
materials by CSG in agreement with Mason-Dixon.
The first issue relates to statements in CSG's original
proxy materials that Mason-Dixon had received an acquisition
inquiry that, if pursued, could have resulted in a "significant
gain" for
<PAGE>
shareholders "in excess of . . . $97,000,000." The court and the
parties agree that the inquiry was not a firm offer.
Speculation, prediction, and conjecture about the value of a
possible acquisition not the subject of a firm offer is
misleading to shareholders. Accordingly, CSG was ordered to
delete references to the value of the inquiry from its proxy
materials.
The second issue relates to CSG's claim that it "complied
with Maryland law [Section 3-314] by contacting the
Commissioner's office, which informed them that they did not have
to file any report." Section 3-314 of the Maryland Financial
Institutions Article requires persons acquiring greater than 5%
of voting stock in a bank holding company to obtain prior
approval from the Commissioner of Financial Regulation of
Maryland. In the event that CSG is found to have violated the
statute, the penalty may include a conversion of the stock to
non-voting for a period of five years. The Commissioner's office
did not give prior approval for CSG's acquisition of voting stock
in Mason-Dixon. Neither the Commissioner, nor this court, has
yet determined whether CSG violated Section 3-314. Accordingly,
statements that CSG complied with Section 3-314 and that no
report was required to be filed have been deleted from CSG's
proxy materials.
The Amended Preliminary Proxy Statement attached reflects
all of the changes made to the materials and supersedes the
original preliminary filing. This ruling does not in any way
reflect the court's opinion of the merits of the proposals of
CSG.
Sincerely,
/s/ Catherine C. Blake
---------------------------
Catherine C. Blake
United States District Judge
