UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d) (4) of the Securities Exchange Act of 1934
Landmark Financial Corp.
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(Name of Subject Company)
Landmark Financial Corp.
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(Name of Person Filing Statement)
Common Stock, Par Value $.10 per share
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(Title of Class of Securities)
514914100
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(CUSIP Number of Class of Securities)
Gordon Coleman
President
Landmark Financial Corp.
211 Erie Boulevard
Canajoharie, New York 13317
(518) 673-2012
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(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications Made Before the Commencement of a Tender Offer)
[X] Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Item 1, 2, 3, 4, 5, 6, 7, 8.
Not applicable pursuant to General Instruction A to Schedule 14D-9.
Item 9. Exhibits.
Annexed hereto as Exhibit 99.1 is a press release of Landmark Financial
Corporation released on May 11, 2000.
Exhibit 99.1
Landmark Financial Corp.
Provides Interim Statement
Canajoharie, New York (May 11, 2000). The Board of Directors of Landmark
Financial Corp. (OTC CC-LMFC:OB) has held discussions to review the tender offer
materials from Private Mortgage Investment Services and their subsidiary
Investors & Lenders, LLC in which Investors & Lenders, LLC has indicated that it
has commenced a tender offer to acquire a controlling interest in Landmark
Financial. The tender offer materials stated that their offer would be for a
minimum of 100,000 shares or approximately 65% of Landmark Financial's
outstanding common stock for a price of $25.00 per share in cash. The offer is
subject to certain contingencies, including regulatory approval by the Office of
Thrift Supervision and the ability of Investors & Lenders, LLC to obtain
financing to complete the offer. Landmark Financial's Board of Directors is
carefully reviewing all the terms of this offer as well as the ability of
Investors & Lenders, LLC to complete the offer as proposed.
It is the intention of Landmark Financial's Board of Directors to advise
Landmark Financial's shareholders on or before May 24, 2000 of its
recommendation that the Investors & Lenders, LLC offer be rejected, accepted or
whether the Board is neutral or has no recommendation, and the reasons for its
recommendation.
As Landmark Financial completes its evaluation of the Investors & Lenders,
LLC offer and all other alternatives available to Landmark Financial, Landmark
Financial asks its stockholders to withhold judgement on the offer made by
Private Mortgage Investors Services or by Investors & Lenders, LLC.
This press release contains forward-looking statements consisting of
comments upon or predictions regarding future events, circumstances and
expectations. The forward-looking statements are made based upon numerous
assumptions regarding future circumstances. These include assumptions regarding
future conditions in the stock markets, future interest rate conditions,
economic conditions generally, customer demand, shifting competitive pressures
and changes in Federal Reserve, Office of Thrift Supervision or other government
policies. Landmark Financial cautions readers not to place undue reliance upon
any forward-looking statements. Forward-looking statements speak only as of the
date made and Landmark Financial assumes no obligation to update or revise any
such statements upon any change in applicable circumstances.
IMPORTANT NOTICE: Please read Landmark Financial's Recommendation Statement
when it becomes available because it will contain important information. The
Recommendation Statement will be available on the Securities and Exchange
Commission web site at www.sec.gov as part of the EDGAR database. Landmark
Financial will also provide a copy for free upon request by any stockholder.