UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 3)
[ ] Filed by the Registrant
[ X] Filed by a Party other than the Registrant
Check the Appropriate Box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
MASON DIXON BANCSHARES, INC.
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
BARBARA S. FLOYD/CONCERNED SHAREHOLDERS GROUP
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
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PRESS RELEASE
CONCERNED SHAREHOLDERS GROUP OF
MASON-DIXON BANCSHARES, INC.
April 16, 1997
Contact person: Barbara S. Floyd
Due to the insufficient time to undertake a cost-effective
and meaningful proxy solicitation, the Concerned Shareholders
Group ("CSG"), a group of shareholders of Mason-Dixon Bancshares,
Inc. (the "Corporation"), 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 Card and will be
presented at the Annual Meeting. CSG does not intend to nominate
persons as directors from the floor of the Annual Meeting.
With respect to the proposal, CSG would like shareholders to
know that under Maryland law, shareholder 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.
Likewise, the Board will not be required to follow that part of
the proposal which advocates holding shareholder interest
paramount among the factors listed in Article VII of the
Corporation's Charter, even if the proposal passes.
