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LETTER TO BROKERS
OFFER TO PURCHASE FOR CASH
A MINIMUM OF 100,000 SHARES OF COMMON STOCK
OF
LANDMARK FINANCIAL CORP.
AT
$25.00 NET PER SHARE
BY
INVESTORS & LENDERS, LLC
A SUBSIDIARY OF
PRIVATE MORTGAGE INVESTMENT SERVICES, INC.
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JUNE 16, 2000, UNLESS THE OFFER IS EXTENDED.
May 10, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Investors & Lenders, LLC, a New York limited liability company (the
"Purchaser") and a subsidiary of Private Mortgage Investment Services, Inc.
("PMIS"), is offering to purchase a minimum of 100,000 shares of common stock,
par value $0.10 per share (the "Shares"), of Landmark Financial Corp., a
Delaware corporation (the "Bank"), at $25.00 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated May 10, 2000 (the "Offer to Purchase") and
in the related Letter of Transmittal (which together constitute the "Offer")
enclosed herewith.
Holders of Shares whose certificates for such Shares ("Certificates") are
not immediately available or who cannot deliver their Certificates, and all
other required documents to the Depositary on or prior to the expiration of the
Offer ("Expiration Date"), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 4 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH SHARES BENEFICIALLY OWNED BY THE PURCHASER,
REPRESENTS 65% OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF CERTAIN OTHER
CONDITIONS TO CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 12 OF THE OFFER
TO PURCHASE. THE PURCHASER EXPRESSLY RESERVES THE RIGHT TO WAIVE ANY ONE OR MORE
OF THE CONDITIONS OF THE OFFER.
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Enclosed herewith for your information and for forwarding to your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee are copies of the following documents:
1. The Offer to Purchase dated May 10, 2000;
2. The Letter of Transmittal for your use and for the information of your
clients. Facsimile copies of the Letter of Transmittal may be used to
tender Shares;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary before the expiration of the Offer or if the procedures for
book-entry transfer cannot be completed on a timely basis;
4. A printed form of letter which may be sent to your clients for whose
account you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE 26, 2000, UNLESS THE OFFER
IS EXTENDED.
In order to accept the Offer, (i) a duly executed and properly completed
Letter of Transmittal with any required signature guarantees or any Agent's
Message (as defined in the Offer to Purchase), or other documentation should be
sent to the Depositary, and (ii) either certificates representing the tendered
Shares should be delivered to the Depositary or such Shares should be tendered
by book-entry transfer into the Depositary's account maintained at one of the
Book-Entry Transfer Facilities (as defined in the Offer to Purchase), all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for such Shares or other required documentation on or
prior to the expiration of the Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in Section 4 of the accompanying Offer
to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Dealer Managers and Beacon Hill Partners, Inc., as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Purchaser will pay or cause to be paid
any stock transfer taxes payable on the transfer of Shares, except as otherwise
provided in Instruction 6 of the enclosed Letter of Transmittal.
Any questions or requests for assistance may be directed to Beacon Hill
Partners, Inc. or to the Dealer Managers at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase. Requests
for additional copies of the Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be directed to Beacon Hill Partners, Inc. or to
brokers, dealers, commercial banks or trust companies.
Very truly yours,