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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, PMIS, THE DEPOSITARY, BEACON
HILL PARTNERS, INC. OR ANY AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM
IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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 26, 2000, UNLESS THE OFFER IS EXTENDED.
LETTER TO CLIENTS OF BROKERS
May 10, 2000
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated May 10, 2000
(the "Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer") relating to an offer by Investors & Lenders, LLC, a New
York limited liability company (the "Purchaser") and a subsidiary of Private
Mortgage Investment Services, Inc. ("PMIS"), 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.
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
(the "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.
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THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF SHARES
CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. A TENDER OF SUCH
SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
ACCORDINGLY, WE REQUIRE INSTRUCTIONS AS TO WHETHER YOU WISH TO TENDER ANY OR ALL
OF SUCH SHARES HELD BY US FOR YOUR ACCOUNT, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THE OFFER.
Please note the following:
1. The Purchaser is offering to purchase a minimum of 100,000 Shares
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. See
Section 14 of the Offer to Purchase.
2. 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.
3. 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
Landmark Financial Corp., and certain other conditions to the 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.
4. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
5. Payment for Shares accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of (i) certificates for
such Shares or timely confirmation of the book-entry transfer of such
Shares, into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility"), pursuant to the procedures set forth in
Section 4 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) (as described in Section 4 of the Offer to Purchase) in
connection with a book-entry transfer, and (iii) any other documents
required by the Letter of Transmittal. Accordingly, payment may not be made
to all tendering shareholders at the same time depending upon when
certificates for, or confirmations of book-entry transfer of, such Shares
into the Depositary's account at a Book-Entry Transfer Facility are
actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. Please forward your instructions to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares held by us for your account.
The Purchaser is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to state statute. If
the Purchaser becomes aware of any state where the making of the Offer is so
prohibited, the Purchaser will make a good faith effort to comply with any such
statute or seek to have such statute declared inapplicable to the Offer. If,
after such good faith effort, the Purchaser cannot comply with any applicable
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares in such states. In those jurisdictions where
the laws require the Offer to be made by a licensed broker or dealer, the Offer
is being made on behalf of the Purchaser by or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
A MINIMUM OF 100,000 SHARES OF COMMON STOCK
OF
LANDMARK FINANCIAL CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated May 10, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer") relating to the
offer by Investors & Lenders, LLC, a New York limited liability company (the
"Purchaser") and subsidiary of Private Mortgage Investment Services, Inc., a
Delaware corporation ("PMIS"), 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, 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 and in the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Dated: ---------------------------------------------- -----------------------------------------------------
PRINT ADDRESS
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AREA CODE AND TELEPHONE NUMBER
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SIGNATURES TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
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PRINT NAME(S)
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Number of Shares to be Tendered*
- ------------------- Shares
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.