SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2000
LANDMARK FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22951 16-1531343
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
211 Erie Boulevard, Canjoharie, New York 13317
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (518) 673-2012
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On February 21, 2000 Landmark Financial Corp. (the "Registrant") entered
into an Agreement and Plan of Merger (the "Agreement') with Trustco Bank Corp.
NY ("Trustee"). Under the terms of the Agreement, the Registrant will be merged
into Trustco, all shares and of the Registrant will be cancelled, and Trustco
will pay $21.00 per share in cash for each of the 154,508 outstanding shares
of Peekskill's common stock. Each option to purchase the Registrant's common
stock shall be converted into the right to receive in cash an amount equal to
the difference (if a positive number) between $21.00 and the exercise price of
the option.
In connection with the execution of the Agreement, the Registrant and
Trustco entered into a Stock Option Agreement, dated as of February 21, 2000,
pursuant to which the Registrant granted Trustco an option to purchase, subject
to certain terms and conditions contained therein, up to an aggregate of 19.9%
of the outstanding shares of the Registrant's common stock. The option was
granted as an inducement to the Registrant's willingness to enter into the
Agreement. A copy of the Stock Option Agreement is attached hereto as Exhibit
2.2 and is incorporated herein by reference.
Consummation of the merger is subject to approval by the Registrant's
shareholders and the receipt of all required regulatory approvals. It is
anticipated that the transaction will be completed by the end of the third
quarter of the year 2000.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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The following Exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger
2.2 Stock Option Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Landmark Financial Corp.
DATE: March 2, 2000 By: /S/ Gordon E. Coleman
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Gordon E. Coleman
President and Chief Executive Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger
2.2 Stock Option Agreement