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SUMMARY ADVERTISEMENT
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The Offer is made solely by the Offer to Purchase dated May 10,
2000 and the related Letter of Transmittal and is not being made to (nor will
tenders be accepted from or on behalf of) holders of Shares in any jurisdiction
in which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions where
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of Investors &
Lenders, LLC by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
NOTICE OF 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.
Investors & Lenders, LLC (the "Purchaser"), a New York limited liability
company and a subsidiary of Private Mortgage Investment Services, Inc., a New
York corporation ("PMIS"), is offering to purchase a minimum of 100,000 shares
of common stock, par value $0.10 per share ("Shares"), of Landmark Financial
Corp., a Delaware corporation ("Landmark"), at a price of $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, as amended from
time to time, together constitute the "Offer").
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.
THE OFFER IS CONDITIONED UPON THE PURCHASER OBTAINING FINANCING. 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withdrawn prior to the expiration of the Offer that number of Shares which,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 and its affiliates,
represents at least 65% of the Shares outstanding. The Offer is also subject to
certain other terms and conditions contained in the Offer to Purchase. The
purpose of the Offer is to enable the Purchaser to acquire that number of Shares
which, together with the Shares currently beneficially owned by the Purchaser
and its affiliates, will represent 65% of the total number of Shares
outstanding. In order for the Purchaser to acquire 65% of the outstanding
Shares, the Purchaser will be required to obtain certain regulatory approvals,
including approvals from the Office of Thrift Supervision.
If, as a result of repurchases of outstanding Shares by Landmark or for any
other reason, the purchase by the Purchaser of a minimum of 100,000 Shares
pursuant to the Offer would cause the Purchaser to own more than 65% of the
number of Shares then outstanding, the number of Shares to be purchased by the
Purchaser pursuant to the Offer may be reduced by an appropriate number of
Shares (to be determined by the Purchaser in its sole discretion) so that the
purchase of Shares by the Purchaser pursuant to the Offer will not cause the
Purchaser to own more than 65% of the number of Shares then outstanding.
In addition to the Purchaser's rights to terminate the Offer pursuant to
Section 12 of the Offer to Purchase, the Purchaser expressly reserves the right,
in its sole judgment, at any time or from time to time, and regardless of
whether any of the events set forth in Section 12 of the Offer to Purchase shall
have occurred or shall have been determined by the Purchaser to have occurred,
(i) to extend the period of time during which the Offer is open and thereby
delay acceptance for payment of, and the payment for, any Shares, by giving oral
or written notice of such extension to the Depositary (as defined in the Offer
to Purchase) and (ii) to amend the Offer in any respect by giving oral or
written notice of such amendment to the Depositary.
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Any such extension, amendment or termination will be followed as promptly as
practicable by public announcement thereof, such announcement in the case of an
extension to be issued not later than 9:00 A.M., New York City time, on the next
business day after the previously scheduled Expiration Date (as defined in the
Offer to Purchase).
Upon the terms and subject to the conditions of the Offer, the Purchaser
will purchase the Shares validly tendered and not withdrawn prior to the
Expiration Date in accordance with Section 4 of the Offer to Purchase, on a pro
rata basis (with adjustments to avoid purchase of fractional shares) based upon
the number of Shares validly tendered and not withdrawn prior to the Expiration
Date. For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares properly tendered to the Purchaser
and not withdrawn, if, as and when the Purchaser gives oral or written notice to
the Depositary of its acceptance for payment of such Shares. Payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering shareholders for purposes of receiving payment from the Purchaser and
transmitting payment to tendering shareholders. Under no circumstances will
interest on the offer price for Shares be paid by the Purchaser by reason of any
delay in making such payment. Upon the deposit of funds with the Depositary for
the purpose of making payments to tendering shareholders, the Purchaser's
obligation to make such payment shall be satisfied and tendering shareholders
must thereafter look solely to the Depositary for payment of amounts owed to
them by reason of the acceptance for payment of Shares pursuant to the Offer. In
all cases, payment for Shares tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates evidencing such Shares (or timely confirmation of the book-entry
transfer of such Shares into the Depositary's account at a Book-Entry Transfer
Facility (as defined in the Offer to Purchase)), pursuant to the procedures set
forth in Section 4 of the Offer to Purchase, (b) a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer, and (c) any other documents
required by the Letter of Transmittal.
If, for any reason whatsoever, acceptance for payment of or payment for any
Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to
accept for payment or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchaser's rights set forth herein, the Depositary
may, nevertheless, on behalf of the Purchaser and subject to Rule 14e-1(c) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), retain
tendered Shares, and such Shares may not be withdrawn except to the extent that
the tendering shareholder is entitled to and duly exercises withdrawal rights as
described in Section 3 of the Offer to Purchase. Any such delay will be
accompanied by an extension of the Offer to the extent required by law. The
Purchaser will pay any stock transfer taxes incident to the transfer to it of
validly tendered Shares, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, as well as any charges and expenses of the Depositary and
Beacon Hill Partners, Inc. If any tendered Shares are not accepted for payment
pursuant to the terms and conditions of the Offer for any reason or are not paid
for because of invalid tender, or if certificates are submitted representing
more Shares than are tendered, certificates representing unpurchased or
untendered Shares will be returned, without expense to the tendering shareholder
(or, in the case of Shares tendered by book-entry transfer of such Shares into
the Depositary's account at a Book-Entry Transfer Facility as described in
Section 4 of the Offer to Purchase, such Shares will be credited to an account
maintained within such Book-Entry Transfer Facility), as soon as practicable
following the expiration, termination or withdrawal of the Offer and
determination of the final results of proration. Except as otherwise provided in
Section 3 of the Offer to Purchase, tenders of Shares made pursuant to the Offer
are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any
time before the Expiration Date and, unless theretofore accepted for payment by
the Purchaser pursuant to the Offer, may also be withdrawn at any time after
July 10, 2000.
In order for a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any notice of withdrawal must specify the name of the person having
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and,
if certificates for Shares have been tendered, the name of the registered holder
of Shares as set forth in the tendered certificate, if different from that of
the
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person who tendered such Shares. If certificates for Shares ("Certificates")
have been delivered or otherwise identified to the Depositary, then, before the
physical release of such Certificates, the serial numbers shown on such
Certificates must be submitted to the Depositary and the signatures on the
notice of withdrawal must be guaranteed by a firm which is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agent's Medallion Program
(collectively, "Eligible Institutions"), unless such Shares have been tendered
for the account of any Eligible Institution. If Shares have been delivered
pursuant to the procedures for book-entry delivery as set forth in Section 4 of
the Offer to Purchase, any notice of withdrawal must also specify the name and
the number of the account at the appropriate Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with such Book-Entry
Transfer Facility's procedures. Withdrawal of tenders of Shares may not be
rescinded, and any Shares properly withdrawn will be deemed not to be validly
tendered for purposes of the Offer. Withdrawn Shares may, however, be retendered
by repeating one of the procedures described in Section 4 of the Offer to
Purchase at any time before the Expiration Date. If the Purchaser waives any
material condition to the Offer, or amends the Offer in any other material
respect, the Purchaser will extend the Offer and disseminate additional tender
offer materials to the extent required to comply with the Securities and
Exchange Commission's interpretation of Rules 14d-4(c) and 14d-6(d) under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer, other than a change in price or a change in percentage of securities
sought, will depend upon the facts and circumstances, including the relative
materiality of the change in terms or information.
The Offer to Purchase, the related Letter of Transmittal and other relevant
materials will be mailed to record holders of Shares, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the shareholder lists or who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares by the Purchaser following
receipt of such lists or listings from Landmark, or by Landmark if it so elects.
The Offer to Purchase and the Letter of Transmittal, which will be mailed
to shareholders, contain important information which should be read carefully
before any decision is made with respect to the Offer.
Questions and requests for assistance, and requests for copies of the Offer
to Purchase, the Letter of Transmittal and other tender offer materials, may be
directed to Beacon Hill Partners, Inc. or the Dealer Managers at their
respective addresses and telephone numbers set forth below. Holders of Shares
may also contact brokers, dealers, commercial banks and trust companies for
additional copies of the Offer to Purchase, the Letter of Transmittal or other
tender offer materials. The Information Agent for the Offer is:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NEW YORK 10004
212-843-8500
800-755-5001
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May 10, 2000