April 1, 1997
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Additional Proxy Soliciting Materials - Definitive
Dear Sir/Madam:
On behalf of Mason-Dixon Bancshares, Inc. ("Mason-Dixon") and
pursuant to SEC Rule 14a-6, we enclose herewith additional definitive proxy
soliciting materials that will be mailed today, April 1, 1997, to stockholders
of Mason-Dixon.
Should you have any questions, please contact the
undersigned at (410) 576-4067
Very truly yours,
Abba David Poliakoff
Enclosures
<PAGE>
- ---
X Please mark your votes as in this example using dark ink only.
- ---
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR all the WITHHOLD Class II Director Your Board of Directors recommends a vote
nominees listed at right AUTHORITY Nominees: "AGAINST" Proposal 2.
(except as marked to to vote for all the David S. Babylon, Jr. FOR AGAINST ABSTAIN
the contrary below) nominees listed at right Donald H. Campbell 2. STOCKHOLDER PROPOSAL ------- ------- -------
------- ------- Patricia A. Dorsey REGARDING POTANTIAL | | | | | |
1. ELECTION | | | | R. Neal Hoffman ACQUISITIONS | | | | | |
OF | | | | ------- ------- -------
DIRECTORS ------- -------
3. In their discretion, the Proxies are
INSTRUCTIONS: To withhold authority to vote for any individual authorized to vote upon such other business
nominee, strike a line through the nominee's name in the list as may properly come before the meeting.
at right.
WILL ------- WILL NOT -------
ATTEND | | ATTEND | |
MEETING| | MEETING | |
------- -------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE TO
CORPORATE INVESTOR COMMUNICATIONS, INC.
Dated:____________________________, 1997
____________________________________________
Signature
____________________________________________
Signature
____________________________________________
Title or Capacity
</TABLE>
NOTE: Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
<PAGE>
MASON-DIXON BANCSHARES, INC.
March 31, 1997
AN IMPORTANT REMINDER
=============================
Dear Stockholder:
You have previously received proxy material in connection with the
upcoming Annual Meeting of Stockholders of Mason-Dixon Bancshares, Inc. to be
held on Saturday, April 19, 1997.
Your previous proxy was marked in favor of proposal 2, the stockholder
proposal. Please keep in mind that your Board of Directors recommends you vote
AGAINST Proposal 2.
We urge you to sign, date and mail the enclosed proxy promptly.
Sincerely,
Thomas K. Ferguson
President and Chief Executive Officer
<PAGE>
MASON-DIXON BANCSHARES, INC.
March 31, 1997
AN IMPORTANT REMINDER
=============================
Dear Stockholder:
You have previously received proxy material in connection with the
upcoming Annual Meeting of Stockholders of Mason-Dixon Bancshares, Inc. to be
held on Saturday, April 19, 1997.
According to our latest records, your proxy for this meeting may not
have been received. Regardless of the number of shares you may own, it is
important that they be represented at this meeting. Please keep in mind that
your Board of Directors recommends a vote AGAINST Proposal 2, the stockholder
proposal.
We urge you to sign, date and mail the enclosed proxy promptly and vote
AGAINST Proposal 2. Please disregard this request unless you have mistakenly
voted in favor of it.
Sincerely,
Thomas K. Ferguson
President and Chief Executive Officer
<PAGE>
ON MASON-DIXON BANCSHARES LETTERHEAD
March 31, 1997
Dear Stockholder:
On behalf of the Board of Directors of Mason-Dixon Bancshares, Inc., thank you
for sending in your proxy for the Annual Meeting of Stockholders scheduled to be
held on Saturday, April 19, 1997.
To avoid the possibility of your shares being disqualified from voting for the
reason(s) indicated below, we are requesting that you sign, date, and mail the
enclosed new proxy card in the envelope provided.
|_| Your previous proxy was unsigned or not legible. (If signing as
attorney, executor, adminstrator, corporate officer, authorized officer
of a partnership, trustee or guardian, please sign and give your full
title as such.)
|_| Your previous proxy was undated. (Please date and sign to conform with
the name shown on the proxy.)
|_| Your previous proxy was not signed by all joint owners. (If shares are
registered in the name of more than one person, each person should sign
the proxy. If a joint tenant is deceased, please indicate that you are
the surviving joint owner. If a tenant-in-common is deceased, the proxy
should be signed by the executor or administrator of the deceased
tenant-in-common, and proof of such person's status as executor or
administrator should be sent with the proxy.)
|_| Your previous proxy omitted your title of authority. (If signing as
attorney, executor, administrator, corporate officer, authorized
officer of a partnership, trustee of guardian, please sign and give
your full title as such.)
|_| Your previous proxy, as marked did not clearly specify your voting
instructions. (Please sign, date and clearly mark your proxy.)
Please keep in mind that your Board of Directors recommends
you vote AGAINST Proposal 2.
Since the Annual Meeting is scheduled to be held on Saturday, April 19, 1997, we
would appreciate your signing, dating and mailing the enclosed proxy card today.
If you have any questions about voting your shares, or want further information,
please do not hesitate to call our proxy solicitor, Corporate Investor
Communications, Inc. at (800) 346-7885 or collect at (201) 896-1900.
On behalf of your Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
Thomas K. Ferguson
President and Chief Executive Officer
<PAGE>
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URGENT NOTICE
March 31, 1997
Dear Mason-Dixon Bancshares, Inc. Stockholder:
The Annual Meeting of Stockholders of Mason-Dixon Bancshares, Inc. is scheduled
to be held on April 19, 1997, and we have attempted to contact you by telephone
to discuss the important meeting agenda. To date we have been unable to reach
you by phone.
It is extremely important that we discuss this critical Annual Meeting and the
events surrounding it with you. We would appreciate it if you would take a
moment and please call during business hours, our proxy solicitor, Corporate
Investor Communications, Inc. (CIC) at (800) 346-7885, or collect at (201)
896-1900.
Thank you for your interest in the affairs of Mason-Dixon Bancshares, Inc. I
appreciate your cooperation.
Sincerely,
Thomas K. Ferguson
President and Chief Executive Officer
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