As filed with the Securities and Exchange Commission on September 24, 1998.
Registration No. 33-94686
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASON-DIXON BANCSHARES, INC.
(Exact name of Registrant as specified in charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6712
(Primary Standard Industrial)
Classification Code Number)
52-1764929
(I.R.S. Employer Identification
Number)
45 West Main Street
Westminster, MD 21157
(410) 857-3401
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
Thomas K. Ferguson, President
Mason-Dixon Bancshares, Inc.
45 West Main Street
Westminster, MD 21157
(410) 857-3401
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Abba David Poliakoff, Esq.
Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
233 East Redwood Street
Baltimore, MD 21202
(410) 576-4067
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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PROSPECTUS
MASON-DIXON BANCSHARES, INC.
Dividend Reinvestment and Stock Purchase Plan
125,000 Shares of Common Stock
This Prospectus relates to 125,000 shares of the Common Stock, par
value $1.00 per share (the "Common Stock"), of Mason-Dixon Bancshares, Inc. (the
"Company") to be issued under the Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). To date, 17,656 shares have been issued under the Plan, leaving a
balance of 107,344 shares reserved for issuance under the Plan. Complete details
of the Plan are discussed in this Prospectus in an easy to understand question
and answer format.
The Plan provides stockholders with an opportunity to automatically
reinvest their cash dividends in shares of Common Stock. The Plan also provides
participating stockholders and other interested persons with a convenient and
economical way to purchase shares of Common Stock through voluntary cash
payments of not less than $100 per payment nor more than $5,000 per month.
Shares acquired for the Plan will be purchased in the open market, in
negotiated transactions or directly from the Company. The purchase price of
shares purchased from the Company will be the fair market value per share, as
defined, on the date of purchase. The purchase price of shares purchased in the
open market or in negotiated transactions will be the weighted average of the
prices actually paid for the shares, excluding all fees, brokerage commissions
and expenses. Stockholders who do not elect to participate in the Plan will
continue to receive their dividends, as declared and paid.
Investment in Common Stock held in the Plan account has the same market
risks as an investment in Common Stock held in certificate form. Participants
bear the risk of loss (and receive benefit of gain) occurring by reasons of
fluctuations in the market price of the Common Stock held in the Plan account.
It is recommended that this Prospectus be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 24, 1998
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549, and should be available for inspection and copying
at the following regional offices of the Commission: New York Regional Office,
75 Park Place, New York, NY 10007; Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission also maintains a web
site that contains reports, proxy statements, and other information regarding
registrants that file electronically with the Commission. The address of such
site is http:\\www.sec.gov. The Company's principal executive offices are
located at 45 West Main Street, Westminster, Maryland 21157-0199, and its
telephone number is (410) 857-3401.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities to which this
Prospectus relates in any jurisdiction to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any sale of securities to which this Prospectus
relates shall, under any circumstances, create any implication that there has
been no change in the affairs or condition of the Company since the date hereof
or that the information contained herein is correct as of any time subsequent to
the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1997 (which includes certain information contained in the Company's
definitive Proxy Statement for the Annual Meeting of Stockholders on
April 18, 1998 and incorporated therein by reference);
(b) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, and June 30, 1998.
(c) Current Reports on Form 8-K dated February 26, 1998, and
May 8, 1998;
(d) Description of the Company's Common Stock which appears at
page 29 of the Company's Registration Statement on Form S-4, File No.
33-92122 or any description of the Common Stock which appears in any
prospectus forming a part of any subsequent registration statement of
the Company or in any registration statement filed pursuant to Section
12 of the Exchange Act.
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All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of Common Stock covered by this Prospectus, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to:
Mason-Dixon Bancshares, Inc.
Stockholder Relations Department
P. O. Box 1100
Westminster, MD 21158-0199
Telephone requests may be directed to the Company at (410) 857-3401.
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MASON-DIXON BANCSHARES, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following, in a question and answer format, is the Company's
Dividend Reinvestment and Stock Purchase Plan (the "Plan"). Holders of the
Company's Common Stock who do not participate in the Plan will continue to
receive cash dividend payments if and when dividends are declared and paid.
Purposes.
1. What are the purposes of the Plan?
The purposes of the Plan are to provide record holders of the Company's
common stock, par value $1.00 per share ("Common Stock"), with an attractive and
convenient method of investing cash dividends and to provide record holders and
other interested persons an opportunity to make voluntary cash payments for
shares of Common Stock. To the extent the shares are purchased directly from the
Company, the Company will receive additional funds to be used for general
corporate purposes (see "Use of Proceeds").
Each participant should recognize that neither the Company nor the Plan
Administrator (as defined in No. 3 below) can provide any assurance that shares
purchased under the Plan will, at any particular time, be worth more or less
than their purchase price.
Advantages.
2. What are the advantages of the Plan?
o Reinvest dividends and invest voluntary cash payments without
brokerage commissions or other charges (see No. 13 below).
o Invest the full available amount of all dividends as the Plan
provides for fractional interests in the shares held in the
Plan (see No. 11 below).
o Receive a detailed statement of account transactions (see No.
17 below).
o Avoid safekeeping requirements and record-keeping costs
through the custodial service and reporting provisions of the
Plan (see No. 18 below).
Administration.
3. Who administers the Plan for participants?
American Stock Transfer & Trust Company (the "Plan Administrator") will
administer the Plan as the agent for the participants, and in such capacity will
hold shares in its name or that of its nominee, will keep and maintain records,
will send detailed statements of account to
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participants, and will perform other duties relating to the Plan. All
correspondence concerning the Plan should include the participant's social
security number or taxpayer identification number and should be directed to:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, NY 10005
The telephone number of the Plan Administrator is (800) 278-4353.
In the event that the Plan Administrator should resign or otherwise
cease to act as the agent for the participants, the Company will make such other
arrangements as it deems appropriate for the administration of the Plan. In
addition, the Company may replace the Plan Administrator as the agent for the
participants at any time.
Participation.
4. Who is eligible to participate?
All record holders of shares of Common Stock are eligible to
participate in the Plan by investing cash dividends or making voluntary cash
payments. Any other person who has reached the age of majority in his or her own
state of residence is eligible to purchase shares through voluntary cash
payments under the Plan. Beneficial owners whose shares are registered in the
name of a nominee, such as a brokerage firm or securities depository, must
coordinate participation in the Plan through their nominee. Stockholders and
other interested persons will not be eligible to participate in the Plan if they
reside in a jurisdiction in which it is unlawful for the Company to permit their
participation.
5. How does a person become a participant?
All record holders may join the Plan at any time by completing and
signing the accompanying Stockholder Authorization Form and returning it to the
Company. Additional Stockholder Authorization Forms may be obtained from the
Company. All other interested persons may join the Plan at any time by
completing the accompanying Stock Purchase Initial Investment Form.
Stockholder Authorization Forms for eligible stockholders who elect to
invest cash dividends must be received prior to a dividend record date for such
stockholders to reinvest the related dividends. Record dates for quarterly
dividends, if and when declared by the Board of Directors, will normally occur
around the beginning of February, May, August and November. The Company's Board
of Directors reserves the right to change dividend record and payment dates, if
and when dividends are declared.
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6. Is partial participation by record holders possible under the Plan?
Yes. A record holder may register all or any portion of his or her
shares in the Plan. However, dividends will be reinvested as to all shares
registered under the Plan in the record holder's name.
7. What do the Stockholder Authorization Form and Stock Purchase Initial
Investment Form provide?
The Stockholder Authorization Form appoints the Plan Administrator as
the agent for each participant and directs the Plan Administrator to apply cash
dividends and voluntary cash payments made by the participant under the Plan to
the purchase of additional shares in accordance with the terms of the Plan.
The Stock Purchase Initial Investment Form appoints the Plan
Administrator as the agent for the participant and directs the Plan
Administrator to apply the initial voluntary cash payment made by the
participant under the Plan to the purchase of shares in accordance with the
terms of the Plan.
Purchases.
8. What is the source for shares of Common Stock purchased under the Plan?
Plan shares will be purchased by the Plan Administrator, at the
Company's discretion, directly from the Company, or on the open market or in
negotiated transactions, or by a combination of the foregoing.
9. When and how will shares of Common Stock be purchased under the Plan?
Cash dividends will be used to purchase Common Stock on the date cash
dividends are paid to stockholders of record. The Company normally considers
quarterly dividends for payment on or around the 15th day of every February,
May, August and November of each year, or if the 15th is not a business day,
then on the next following business day, and it is expected that any future cash
dividends, if and when declared by the Board of Directors, will be paid on such
dates. (The date on which dividends are reinvested is hereinafter referred to as
the "Investment Date.")
Voluntary cash payments received on or before the second business day
prior to the 20th of the month, will be used to purchase Common Stock on or
around the 20th day of the month, or if the 20th day is not a business day, then
on the next following business day. (The date on which voluntary cash payments
are reinvested is hereinafter referred to as the "Optional Cash Investment
Date").
Purchases of shares of Common Stock from the Company will normally be
made on the relevant Investment Date or Optional Cash Investment Date. Purchases
on the open market or in negotiated transactions will commence on the relevant
Investment Date or Optional Cash Investment Date and will be completed within 30
days after the relevant Investment Date or Optional Cash Investment Date, except
where completion at a later date is necessary or advisable
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under applicable federal securities laws. A combination of the foregoing methods
may be utilized by the Plan Administrator at the direction of the Company.
10. At what price will shares of Common Stock be purchased under the Plan?
In the case of purchases of shares of Common Stock from the Company,
the purchase price will be the fair market value of the Common Stock as of the
relevant Investment Date or Optional Cash Investment Date. The fair market value
of the Common Stock will be determined by averaging the high and low sale prices
of the Common Stock as reported on the Nasdaq Stock Market on the relevant
Investment Date or Optional Cash Investment Date. In the case of purchases of
shares of Common Stock on the open market or in negotiated transactions, the
purchase price will be the weighted average of the prices actually paid for
shares purchased for the relevant Investment Date or Optional Cash Investment
Date (excluding all fees, brokerage commissions and expenses).
11. How many shares of Common Stock will be purchased for participants?
The number of shares that will be purchased for each participant will
depend on the amount of dividends to be reinvested, voluntary cash payments, or
both, in a participant's account and the applicable purchase price of the Common
Stock (see No. 10 above). Each participant's account will be credited with that
number of shares, including any fractional interest computed to three decimal
places, equal to the total amount to be invested divided by the applicable
purchase price as described in the response to Question No. 10 above.
12. Will dividends on shares held in a participant's account be used to purchase
additional shares under the Plan?
Yes. All dividends on shares held in a participant's account, whether
purchased through dividend reinvestment or voluntary cash payments, will be
automatically reinvested in additional shares of Common Stock.
13. Are there any expenses to participants in connection with purchases under
the Plan?
No. Participants will incur no brokerage commissions or other charges
for purchases made under the Plan.
Voluntary Cash Payments.
14. Who will be eligible to make voluntary cash payments?
All record holders of shares of Common Stock who elect to have
dividends reinvested in accordance with provisions of the Plan also may elect to
make voluntary cash payments. Any other interested person who has reached the
age of majority in his or her state of residence is eligible to purchase stock
through a voluntary cash payment.
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15. What are the limitations on voluntary cash payments?
Voluntary cash payments to be applied to the purchase of shares on any
given Optional Cash Investment Date must be received by the Plan Administrator
no later than the second business day prior to the applicable Optional Cash
Investment Date (see No. 9 above). Voluntary cash payments received after such
date will be held for investment on the succeeding Optional Cash Investment Date
(or earlier Investment Date, in the discretion of the Company). Voluntary cash
payments may not be less than $100 per payment, up to a maximum of $5,000 in any
month. The Company reserves the right in its sole discretion to determine
whether voluntary cash payments are made on behalf of a particular participant.
16. How does the voluntary cash payment option work?
For current record holders, a voluntary cash payment may be made by
enclosing a check or money order with the Stockholder Authorization Form or by
forwarding a check or money order to the Plan Administrator with a payment form
which will be sent to participants with each statement of account. For initial
investors, a voluntary cash payment may be made by forwarding a check or money
order with the Stock Purchase Initial Investment Form. Checks and money orders
should be made payable to "American Stock Transfer & Trust Company, Plan
Administrator for Mason-Dixon Bancshares, Inc." and should include the
participant's social security number or taxpayer identification number, and the
participant's account number.
Any voluntary cash payment received by the second business day prior to
the applicable Optional Cash Investment Date (see No. 9 above) will be applied
to the purchase of shares of Common Stock on that Optional Cash Investment Date
at a price determined in accordance with provisions of the Plan (see No. 10
above). Voluntary cash payments made by check or other draft will not be applied
to the purchase of shares of Common Stock on or for such Optional Cash
Investment Date unless such check or draft has cleared prior to such Optional
Cash Investment Date. A participant may contact the Plan Administrator to
determine whether his or her funds had been received and posted in time for
investment on a particular Optional Cash Investment Date. A participant may
obtain the return of any voluntary cash payment upon request received by the
Plan Administrator on or before the second business day prior to the Optional
Cash Investment Date on which it is to be invested. Interest will not be paid on
voluntary cash payments.
Reports to Participants.
17. What kind of reports will be sent to participants in the Plan?
A statement of account transactions will be mailed to each participant
within approximately 10 business days after the applicable Investment Date or
Optional Cash Investment Date (see No. 9 above). These statements will provide a
record of cost information and should be retained for tax purposes. Each
participant also will receive copies of the Company's annual and quarterly
reports to stockholders, proxy statements and information for income tax
reporting purposes.
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Share Certificates; Safekeeping.
18. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Unless requested by a participant, certificates for shares of Common
Stock purchased under the Plan will not be issued. The number of shares credited
to a participant's account under the Plan will be shown on his or her statement
of account. This safekeeping feature protects against loss, theft or destruction
of stock certificates. Certificates will be issued for shares withdrawn from the
Plan (see No. 20 below). All certificates delivered for safekeeping must be
enrolled in the Plan. Certificates will be cancelled and new certificates will
be issued in the name of the Plan Administrator; upon withdrawal, those
certificates will be cancelled and new certificates will be re-issued in the
name of the participant.
As an additional service to participants, participants may deposit with
the Plan Administrator for safekeeping any certificate for shares of Common
Stock presently held by the participant which is subject to reinvestment of
dividends under the Plan. There is no fee for depositing certificates for
safekeeping. Delivery of certificates for this service is at the risk of the
stockholder and, for delivery by mail, insured registered mail with return
receipt is recommended. The certificates should not be endorsed. The receipt of
any shares delivered for safekeeping will be shown on the account statement.
19. In whose name will certificates be registered when issued to participants?
Unless the participant otherwise directs, certificates will be issued
in the name in which the participant's dividend reinvestment account is
maintained. If a participant requests a certificate to be issued in a name other
than that of the account registration, the request must bear his or her own
signature. If the account is registered in multiple names, all signatures must
appear on the request. In both cases, the signature(s) must be guaranteed by a
financial institution or broker or dealer that is a member of the Securities
Transfer Agents Medallion Program. Upon a participant's death, the Plan
Administrator will follow the instructions of the decedent's personal
representative upon submission of appropriate proof of authority.
Withdrawal of Shares in Plan Accounts.
20. How may a participant withdraw shares purchased under the Plan?
A participant may withdraw all or a portion of the shares of Common
Stock credited to the participant's account by completing the withdrawal
notification information set forth on the reverse side of the account statement
specifying the number of shares to be withdrawn. This request for withdrawal
should be mailed to the Plan Administrator in the return envelope provided with
the account statement. Certificates for whole shares of Common Stock so
withdrawn will be registered in the name of and issued to the participant (see
No. 19 above). Any request for withdrawal of all shares of Common Stock credited
to a participant's account received after the ex-dividend date for a dividend
(normally the second business day before the applicable dividend record date)
will not be effective until dividends paid for the applicable record date have
been reinvested and the shares credited to the participant's account. Any
request for withdrawal of a portion of the shares of Common Stock credited to a
participant's account will be effective upon receipt by the Plan Administrator.
Dividends will continue to be reinvested on shares withdrawn from a
participant's account unless a participant withdraws all of
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the whole and fractional shares from his or her account, which will be treated
as a termination of participation in the Plan (see No. 23 below).
21. May a participant elect to have the withdrawn shares sold?
Yes. A Participant may request the Plan Administrator to sell the
shares being withdrawn from his or her account under the Plan. A request to sell
all shares of Common Stock credited to a participant's account received from a
participant after the ex-dividend date for a dividend (normally the second
business day before the applicable dividend record date) will not be effective
until the participant's dividends paid for the applicable record date have been
reinvested and the shares have been credited to the participant's account. A
request to sell a portion of the shares of Common Stock credited to a
participant's account will be effective upon receipt by the Plan Administrator.
Participants should specify in their request for withdrawal the number of shares
to be sold (see No. 20 above).
The Plan Administrator will arrange for the sale of such shares within
20 days after receipt of the notice, and deliver to the participant a check for
the net proceeds of the sale. The proceeds of the sale will be applied first to
pay brokerage commissions, applicable withholding taxes and transfer taxes (if
any) incurred in connection with the sale, plus a service fee payable to the
Plan Administrator (currently $15). A request for shares to be sold must be
signed by all persons in whose names the account appears, with signatures
guaranteed (as specified in No. 19 above).
22. What happens to any fractional interest when a participant withdraws shares
purchased under the Plan?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator at the market price of the Common Stock on the Nasdaq Stock Market
(see No. 10 above) and a check will be issued promptly for the proceeds thereof.
In no case will certificates representing a fractional interest be issued.
Termination of Participation in Dividend Reinvestment.
23. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan by
either: (a) notifying the Plan Administrator in writing to that effect (see No.
3 above); or (b) notifying the Plan Administrator in writing of his or her
desire to withdraw all of his or her shares purchased under the Plan (see No. 20
above).
Generally, notice of termination is effective upon receipt by the Plan
Administrator. However, any notice of termination received after the ex-dividend
date for a dividend (normally the second business day before the applicable
dividend record date) will not be effective until dividends paid for the
applicable record date have been reinvested and the shares credited to the
participant's account. In addition, any voluntary cash payment received by the
Plan Administrator prior to receipt of a termination notice will be invested in
accordance with the Plan prior to effectiveness of the termination unless a
return of such voluntary cash payment is expressly requested in accordance with
the Plan (see No. 16 above).
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In the case of termination by notice to the Plan Administrator, a
participant may elect to receive: (i) certificates in the name of the
participant for the whole shares held in the Plan, less any applicable transfer
tax, plus a check for the proceeds from the sale of fractional shares; or (ii) a
check for the proceeds from the sale of all shares held in the account,
including any fractional shares, less any brokerage commissions, service
charges, or other similar expenses and any applicable transfer tax. Upon a
termination in which fractional shares must be liquidated or in which the
participant has elected to receive a check for the proceeds of a sale of Common
Stock, the Plan Administrator shall sell such shares in accordance with No. 20
above. After the termination is effective, all cash dividends for the Common
Stock held of record by a stockholder, as to which participation has been
terminated, will be paid by check unless a participant re-enrolls in the Plan,
which may be done at any time in accordance with the Plan.
Federal Tax Information.
24. What are the federal income tax consequences of participation in the Plan?
Reinvestment Dividends. A participant will be treated for Federal
income tax purposes as having received, on the relevant dividend payment date, a
dividend distribution in an amount equal to the full amount of the cash dividend
payable on such date with respect to the participant's shares held for the
participant's account under the Plan. The participant's basis in the shares
purchased from the Company with reinvested dividends will be equal to the
purchase price of such shares.
In addition, when shares are purchased for a participant's account on
the open market with reinvested dividends, a participant also must include in
gross income that portion of any brokerage commissions paid by the Company which
are attributable to the purchase of the participant shares. The participant's
basis in such shares held for his or her account will be equal to the purchase
price for the shares plus allocable brokerage commissions.
Voluntary Cash Payments. In the case of shares purchased on the open
market with voluntary cash payments, participants will be in receipt of a
dividend to the extent of any allocable share of brokerage commissions paid by
the Company. A participant's basis in shares acquired with voluntary cash
payments will be equal to the cost of the shares plus an allocable share of any
brokerage commissions.
Additional Information. The holding period for shares acquired pursuant
to the Plan will begin the day after the date the shares are acquired in the
case of open market purchases and on the day after the Investment Date or
Optional Cash Investment Date for shares acquired from the Company. In the case
of any stockholder as to whom federal income tax withholding on dividends is
required, and in the case of any foreign stockholder whose taxable income under
the Plan is subject to federal income tax withholding, dividends will be
reinvested net of the required amount of tax withheld.
THE FOREGOING SUMMARY IS BASED UPON AN INTERPRETATION OF CURRENT
FEDERAL INCOME TAX LAWS. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS AS
TO THE TAX CONSEQUENCES OF PARTICULAR ACCOUNT TRANSACTIONS INCLUDING STATE TAX
CONSEQUENCES. CERTAIN TAX INFORMATION WILL BE PROVIDED TO PARTICIPANTS BY THE
PLAN ADMINISTRATOR (SEE NO. 17 ABOVE).
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Other Information.
25. What happens if the Company declares a stock dividend, effects a stock split
or has a rights offering with respect to Common Stock?
Any shares resulting from a stock dividend or stock split with respect
to Common Stock (whole shares and any fractional interest) in a participant's
account will be credited to such account. The basis for any rights offering will
include the shares of Common Stock and any fractional interest credited to a
participant's account.
26. How will the shares credited to a participant's account be voted at a
meeting of the stockholders?
If on a record date for a meeting of stockholders there are shares
credited to a participant's account under the Plan, such participant (on his or
her nominee, if shares are registered in the name of a nominee) will be sent
proxy materials for such meeting. A participant will be entitled to one vote for
each share of Common Stock credited to his or her account. The participant may
vote by proxy or in person at any such meeting.
27. What are the responsibilities and liabilities of the Company and the Plan
Administrator?
The Company and the Plan Administrator shall not be liable for any act
taken in good faith or for any good faith omission to act, including without
limitation, any claims of liability: (a) arising out of failure to terminate a
participant's account upon their death; (b) with respect to the prices at which
shares of the Company's Common Stock are purchased or sold, the times when or
the manner in which such purchases or sales are made, the decision whether to
purchase such shares of Common Stock on the open market or from the Company, or
fluctuations in the market value of the Common Stock; and (c) any matters
relating to the operation or management of the Plan.
All transactions in connection with the Plan will be governed by the
laws of the State of Maryland.
28. May the Plan be amended, modified or discontinued?
Yes. The Board of Directors of the Company, at its discretion, may
amend, modify, suspend or terminate the Plan and will endeavor to notify
participants of any such amendment, modification, suspension or termination. The
Board of Directors of the Company may terminate, for whatever reason at any time
as it may determine in its sole discretion, a participant's participation in the
Plan after mailing a notice of intention to terminate to the participant at the
address as it appears on the Plan Administrator's records. In addition, the
Board of Directors of the Company may adopt reasonable procedures for the
administration of the Plan. The Board of Directors has the sole authority to
interpret the Plan in the manner that it deems appropriate in its absolute
discretion.
- 12 -
<PAGE>
29. May a participant pledge shares purchased under the Plan?
No. A participant who wishes to pledge shares credited to his or her
account must request the withdrawal of such shares in accordance with the
procedures outlined in response to Question No. 20 above.
30. Can adjustments be made in the number of shares subject to the Plan?
The shares of Common Stock of the Company reserved for issuance and
registered with the Commission pursuant to the Plan are subject to adjustment as
follows:
(a) In the event that a dividend shall be declared upon the
Common Stock payable in shares of Common Stock, the number of shares of
Common Stock available for issuance pursuant to the Plan shall be
adjusted by adding thereto the number of shares which would have been
distributable thereon if such shares had been outstanding on the date
fixed for determining the stockholders entitled to receive such stock
dividend.
(b) In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger, or consolidation, then there
shall be substituted for the shares available for issuance pursuant to
the Plan, the number and kind of shares of stock or other securities
which would have been substituted therefor if such shares of stock or
other securities had been outstanding on the date fixed for determining
the stockholders entitled to receive such changed or substituted stock
or other securities.
(c) In the event there shall be any change, other than
specified above, in the number or kind of outstanding shares of Common
Stock of the Company or of any stock or other securities into which
such Common Stock shall be changed or for which it shall have been
exchanged, then if the Board of Directors of the Company shall
determine, in its discretion, that such change equitably requires an
adjustment in the number or kind of shares which are available for
issuance pursuant to the Plan, such adjustment shall be made by the
Board of Directors and shall be effective and binding for all purposes
of the Plan.
(d) No adjustment or substitution provided for herein shall
require the Company to issue or to sell a fractional share of Common
Stock under the Plan and the total adjustment or substitution may be
limited accordingly.
In addition, the Board of Directors may at any time and from time to
time increase the number of shares of Common Stock that may be issued pursuant
to the Plan. The number of shares so made available will be reserved by the
Board of Directors for issuance under the Plan.
- 13 -
<PAGE>
USE OF PROCEEDS
The proceeds to the Company from the sale of Common Stock offered
pursuant to the Plan and purchased directly from the Company will be used for
general corporate purposes, including, without limitation, investments in and
advances to the Company's bank subsidiaries.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three year period ended December
31, 1997, incorporated by reference herein and elsewhere in the registration
statement, have been incorporated by reference herein and in the registration
statement in reliance upon the report of Stegman & Company, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the shares of Company Common Stock offered by this
Prospectus is being passed upon by Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC, Baltimore, Maryland, counsel for the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Company provide for advancement of
expenses of directors, in the event of any litigation against a director, to the
extent provided in the Maryland General Corporation Law. There is no obligation
to repay the expenses advanced unless it is determined by the Company that the
director is not entitled to indemnification. In addition, the Articles of
Incorporation also includes a provision that the directors of the Company shall
not be personally liable to the Company or to any stockholder for monetary
damages for breach of fiduciary duty as a director except for liability (1) for
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (2) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its stockholders or that
involves the absence of good faith on the part of the director, (3) for any
transaction from which a director derived an improper personal benefit, (4) for
acts or omissions that show a reckless disregard for the director's duty to the
corporation or its stockholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the corporation or its
stockholders, and (5) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its stockholders.
The Company maintains directors and officers liability insurance
providing insurance under certain circumstances for directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
- 14 -
<PAGE>
THIS IS NOT A PROXY
MASON-DIXON BANCSHARES, Inc.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
STOCKHOLDER AUTHORIZATION FORM
(FOR CURRENT STOCKHOLDERS ONLY)
TO: American Stock Transfer & Trust Company, Agent for Mason-Dixon Bancshares,
Inc. (the "Company"):
The undersigned desires to participate in the Dividend Reinvestment and
Stock Purchase Plan ("Plan") under the terms set forth in the current brochure
relating to the Plan, receipt of which is hereby acknowledged, to purchase full
and fractional shares of common stock, par value $1.00 per share (the "Common
Stock") of the Company as specified below:
(Check one)
- --- FULL DIVIDEND REINVESTMENT - ALL SHARES AND OPTIONAL CASH PAYMENTS. I
- --- hereby authorize you to apply all dividends on all shares registered in
my name, and any optional cash payments I make by check or money order,
toward the purchase of shares of Common Stock.
- --- PARTIAL DIVIDEND REINVESTMENT - LESS THAN ALL SHARES, OPTIONAL CASH
- --- PAYMENTS. Apply cash dividends on _________________ shares and any
optional cash payments I make by check or money order toward the
purchase of shares of Common Stock, and send the remaining cash
payments to me.
- --- OPTIONAL CASH PAYMENTS ONLY I hereby authorize you to designate me as a
- --- participant in the Plan, and direct you to purchase shares of Common
Stock with all optional cash payments I make by check or money order.
NOTE: Cash dividends on shares of Common Stock credited to the
participant's account under the Plan are automatically reinvested in additional
shares. Participants will continue to receive cash dividends on those shares not
in an account under the Plan.
I understand that I may withdraw from the Plan by giving written notice
thereof to the Agent designated in the brochure or its duly designated
successor, in accordance with the terms of the Plan.
PLEASE FILL IN NAME AND ADDRESS EXACTLY THIS IS NOT A PROXY
AS IT APPEARS ON YOUR STOCK CERTIFICATE:
- --------------------------------------- -----------------------------------
Signature
- --------------------------------------- -----------------------------------
Signature
- --------------------------------------- All persons whose names appear on
the stock certificate
- --------------------------------------- Date:______________________________
<PAGE>
THIS IS NOT A PROXY
MASON-DIXON BANCSHARES, Inc.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
STOCK PURCHASE INITIAL INVESTMENT FORM
(FOR INITIAL INVESTORS ONLY)
TO: American Stock Transfer & Trust Company, Agent for Mason-Dixon Bancshares,
Inc. (the "Company"):
The undersigned desires to participate in the Dividend Reinvestment and
Stock Purchase Plan ("Plan") under the terms set forth in the current brochure
relating to the Plan, receipt of which is hereby acknowledged, by making an
initial purchase of common stock, par value $1.00 per share (the "Common Stock")
of the Company by providing a check in the amount specified below:
ATTACHED IS A CHECK FOR $ MINIMUM $100 / MAXIMUM $5,000
(Payable to "American Stock Transfer & Trust Company, Plan
Administrator for Mason-Dixon Bancshares, Inc.")
I understand that my funds will be used to purchase shares of the
issuer as soon as possible as fully described in the Plan and that no interest
will be paid on my funds held pending investment.
PLEASE SET UP MY ACCOUNT AS FOLLOWS: ____ SINGLE NAME ACCOUNT
____ JOINT NAMES ACCOUNT (SEE "A" BELOW)
____ CUSTODIAL ACCOUNT (SEE "B" BELOW)
____ TRUST ACCOUNT (SEE "C" BELOW)
Name(s) _______________________________________________________________________
_______________________________________________________________________
Address _______________________________________________________________________
_______________________________________________________________________
CITY STATE ZIP + 4
A) Two or more persons. Please give first and last names of each. Account
will be set up as "joint tenants with right of survivorship" unless
other instructions are provided.
B) An adult as custodian for a minor. Please give first and last names of
each. If minor's state of residence is different from address above,
please indicate such state here .
C) Provide copies of title page and signature page of trust agreement.
Taxpayer Identification Number ________________________________________________
For joint account, use social security number of first named tenant.
For custodial account, use social security number of minor. For trust accounts,
use trust's tax I.D. (if applicable) or individual's (as in living trust, etc.).
Complete and return enclosed W-9.
PLEASE INDICATE YOUR SELECTION BELOW:
____ FULL DIVIDEND REINVESTMENT
____ PARTIAL DIVIDEND REINVESTMENT ON ____ SHARES
____ OPTIONAL CASH PAYMENT ONLY
Signed __________________________________
Date ____________________________________
<PAGE>
SHARE TRANSMITTAL FORM
(For Deposit of Shares Only)
TO: American Stock Transfer & Trust Company, Agent for Mason-Dixon Bancshares,
Inc. (the "Company"):
The undersigned desires to participate in the Company's Dividend
Reinvestment and Stock Purchase Plan ("Plan") under the terms set forth in the
current brochure relating to the Plan, receipt of which is hereby acknowledged,
to purchase full and fractional shares of common stock, par value $1.00 per
share (the "Common Stock") of the Company. In accordance therewith, the
undersigned hereby deposits with you the following certificate(s) representing
shares of Common Stock. The undersigned acknowledges that the method of
transmitting certificates is at the option and risk of the undersigned, and if
sent by mail, registered mail with return receipt requested, properly insured,
is recommended. Delivery shall be effected and risk of loss and title to the
transmitted certificate(s) shall pass only upon proper delivery of such
certificate(s) to the Agent.
<TABLE>
<CAPTION>
===================================================================================================================================
Name and Address of Registered Owner
(Please Print) Certificate(s)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Certificate Number of Shares
Number Represented by Certificate
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
TOTAL No. of
Shares
===================================================================================================================================
</TABLE>
If additional space is needed, attach a signed schedule.
NOTE: (1) All certificates delivered for safekeeping must be enrolled in the
Plan. The certificates will be cancelled and reissued in the name of the Plan
Administrator; upon withdrawal, new certificates will be issued in the name of
the participant. DO NOT ENDORSE THE CERTIFICATES.
(2) Cash dividends on shares of Common Stock credited to the
participant's account under the Plan are automatically reinvested in additional
shares. Participants will continue to receive cash dividends on those shares not
in an account under the Plan.
I understand that I may withdraw from the Plan by giving written notice
thereof to the Agent designated in the brochure or its duly designated
successor, in accordance with the terms of the Plan.
PLEASE FILL IN NAME AND ADDRESS THIS IS NOT A PROXY
EXACTLY AS IT APPEARS ON YOUR STOCK
CERTIFICATE:
- ------------------------------------ -----------------------------------
Signature
- ------------------------------------ -----------------------------------
Signature
- ------------------------------------ All persons whose names appear on
the stock certificate must sign.
- ------------------------------------ Date: ____________________________
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
The Company has filed with the Commission in Washington, D.C., a Registration MASON-DIXON
Statement under the Securities Act of 1933, as amended, with respect to the BANCSHARES, INC.
Common Stock offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement, and
reference is hereby made to the Registration Statement for further information
with respect to the Company and the shares offered hereby. Any statement
contained or incorporated by reference herein concerning the provisions of any Dividend Reinvestment
document is not necessarily complete, and in each instance, reference is made to and Stock Purchase Plan
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. The Registration Statement may be inspected
without charge by anyone at the office of the Commission, 450 Fifth Street, Common Stock
N.W., Washington, DC 20549, and copies of all or any part of it may be obtained
from the Commission at its principal office, 450 Fifth Street, N.W., Washington, 125,000 Shares
DC 20549, upon payment of fees prescribed by it.
-------------------- --------------------
PROSPECTUS
--------------------
TABLE OF CONTENTS
Page
September 24, 1998
Available Information ........................................... 2
Incorporation of Certain
Documents by Reference ....................................... 2
The Dividend Reinvestment
and Stock Purchase Plan ...................................... 4
Use of Proceeds .................................................14
Experts .........................................................14
Legal Opinion ...................................................14
Indemnification of Directors
and Officers .................................................14
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
Number Description of Exhibits
4.1 The Dividend Reinvestment and Stock Purchase Plan (included
in the Prospectus)
4.2 Stockholder Authorization Form (included in the Prospectus)
4.3 Stock Purchase Initial Investment Form (included in the
Prospectus)
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (filed herewith)
23.1 Consent of Stegman & Company, independent certified public
accountants (filed herewith)
23.2 Consent of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (contained in Exhibit 5)
F5958b.600
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westminster, State of Maryland, on the 9th day of
September, 1998.
MASON-DIXON BANCSHARES, INC.
By:/s/ Thomas K. Ferguson
------------------------------------
Thomas K. Ferguson, President and CEO
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons as of the date
indicated below.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C>
/s/ William B. Dulany Chairman of the Board of September 9, 1998
- ---------------------------------------
William B. Dulany Directors
/s/ Thomas K. Ferguson
- --------------------------------------- President and CEO (Principal September 9, 1998
Thomas K. Ferguson Executive Officer), Director
/s/ Mark A. Keidel
- --------------------------------------- Vice President and Chief September 9, 1998
Mark A. Keidel Financial Officer (Principal
Financial and Accounting Officer)
/s/ Vivian A. Davis
- --------------------------------------- Corporate Secretary September 9, 1998
Vivian A. Davis
/s/ Davis D. Babylon, Jr.
- --------------------------------------- Director September 9, 1998
David S. Babylon, Jr.
/s/ Henry S. Baker, Jr.
- --------------------------------------- Director September 9, 1998
Henry S. Baker, Jr.
/s/ Miriam F. Beck
- --------------------------------------- Director September 9, 1998
Miriam F. Beck
/s/ Donald H. Campbell
- --------------------------------------- Director September 9, 1998
Donald H. Campbell
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
/s/ R. Neal Hoffman
- --------------------------------------- Director September 9, 1998
R. Neal Hoffman
/s/ S. Ray Hollinger
- --------------------------------------- Director September 9, 1998
S. Ray Hollinger
/s/ J. William Middelton
- --------------------------------------- Director September 9, 1998
J. William Middelton
/s/ Edwin W. Shauck
- --------------------------------------- Director September 9, 1998
Edwin W. Shauck
/s/ James C. Snyder
- --------------------------------------- Director September 9, 1998
James C. Snyder
/s/ Stevenson B. Yingling
- ---------------------------------------- Director September 9, 1998
Stevenson B. Yingling
</TABLE>
f5958b.600
II-3
<PAGE>
Exhibit 5
<PAGE>
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
------------
Telex 908041 BAL
Fax 410-576-4246
September 24, 1998
Mason-Dixon Bancshares, Inc.
45 West Main Street
Westminster, MD 21157-0199
Re: Mason-Dixon Bancshares, Inc.
Post-Effective Amendment No. 1 to 1995 Dividend
Reinvestment and Stock Purchase Plan
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Mason-Dixon Bancshares, Inc., a Maryland
corporation (the "Company"), in connection with the issuance by the Company of
up to 125,000 shares of common stock, par value $1.00 per share (the "Shares"),
under the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan"),
pursuant to the above-referenced Registration Statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
filed on this date by the Company with the Securities and Exchange Commission
(the "Commission").
We have examined copies of (i) the Articles of Incorporation of the
Company, as amended (the "Charter"), certified by the State Department of
Assessments and Taxation of Maryland, (ii) the Bylaws of the Company, (iii) the
Plan, and (iv) resolutions adopted by the Board of Directors of the Company
relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
<PAGE>
Mason-Dixon Bancshares, Inc.
September 24, 1998
Page 2
A. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or affecting the
enforcement of creditors' rights, or (b) by general equitable principles;
B. Each individual executing any Documents on behalf of a party
(other than the Company) is duly authorized to do so, and each individual
executing any of the Documents is legally competent to do so; and
C. All Documents submitted to us as originals are authentic; all
documents submitted to us as certified or photostatic copies conform to the
original documents; all signatures on all such Documents are genuine; all public
records reviewed or relied upon by us or on our behalf are true and complete;
and all statements and information contained in the Documents are true and
complete.
Based on the foregoing, it is our opinion that Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, will be duly and validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the State of
Maryland and of the United States of America and we do not express any opinion
herein concerning any other law. We assume no obligation to supplement this
opinion if any applicable law changes after the date hereof or if we become
aware of any fact that might change the opinion expressed herein after the date
hereof.
This opinion is being furnished to you for your benefit, and may not
be relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
F5958b.600
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT
We consent to the reference to our firm under the Caption "Experts" in
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
33-94686) and related Prospectus of Mason-Dixon Bancshares, Inc. for the
registration of 125,000 shares of its common stock in connection with its
Dividend Reinvestment and Stock Purchase Plan and to the incorporation by
reference therein of our report dated January 17, 1998, with respect to the
consolidated financial statements of Mason-Dixon Bancshares, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Stegman & Company
Towson, Maryland
September 22, 1998
<PAGE>
