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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF
1934
THE WMF GROUP, LTD.
(Name of Subject Company (issuer))
PRUDENTIAL MORTGAGE CAPITAL ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC
(Names of Filing Persons (offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
000929289
(CUSIP Number)
RICHARD A. HIBBARD, ESQ.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
FOUR GATEWAY CENTER
NEWARK, NJ 07102-4069
(973) 802-7674
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
STEPHEN J. FRIEDMAN
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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[Prudential Letterhead]
LETTER FOR PMCC BORROWERS FROM DAVE TWARDOCK OR
REGIONAL MANAGING DIRECTOR.
I am very pleased to tell you that Prudential Mortgage Capital Company has
signed a definitive agreement to acquire The WMF Group for $100 million, plus
the assumption of $38 million of debt. For those of you who may not know, WMF is
a leading originator and servicer of multi-family and commercial mortgage loans
based in Vienna, Virginia. We will continue to use the Prudential Mortgage
Capital name for our newly-combined organization.
Strength in Numbers, Products, Services
The acquisition of WMF will make Prudential one of the largest commercial
mortgage firms in the United States, as well as the largest originator of
insured, multi-family mortgage loans through Fannie Mae (FNMA) and the Federal
Housing Authority (FHA), the fourth largest commercial mortgage servicer and the
third largest insurance company and portfolio lender. It will also give us one
of the most comprehensive product lines in the commercial mortgage industry.
Combining our company with WMF makes Prudential Mortgage Capital one of the
strongest commercial mortgage providers in the country, by almost any measure.
We will have a mortgage servicing portfolio of over $31 billion and annual
originations of $ 5.5 billion, based on 1999 year-end figures.
The combined strength of our two companies offers you several advantages. For
example, through Prudential you will have:
o A lender you can trust. Prudential has a 120-year history in real estate
finance and a reputation for delivering as promised. As one of our
borrowers, you know first hand the commitment we bring to the lending
process.
o Immediate access to a solid line-up of FNMA, FHA and High Yield
products, in addition to our existing General Account, Capital Markets
and Interim lending programs. Through Prudential, you will find the most
comprehensive real estate finance product line in the industry. You may
call your Prudential investment professional for more immediate
information or to present loan opportunities which may be of mutual
interest. In any event, we will be contacting you to further discuss
these programs.
o Even more distribution channels to choose from. This is keeping with
Prudential's longstanding philosophy to make our products available to
customers however they choose, whether through our trademarked
PruEXPRESS network, independent brokers, directly through a Prudential
investment professional or on-line.
o
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o Significantly broadened servicing capabilities through one origination
source. WMF's advanced servicing platform will provide Prudential
Mortgage Capital with greater capabilities to service all of the loans
that we originate, thereby better serving you.
o An even stronger "customer-focused" lending relationship. The merger
with WMF brings together like-minded businesses, both built on a strong
base of positive customer relationships. We are committed to
Relationships, Reliability and Product--and to putting the customer
first.
Future Looks Bright
I hope you agree that this is an exciting time to be associated with Prudential.
With the support and trust of borrowers like you, we have built this company
into a formidable presence in the commercial mortgage marketplace. Now,
purchasing WMF demonstrates Prudential's continuing, long-term commitment to
real estate finance.
Nothing says as much to the future potential of our commercial mortgage business
as Prudential putting its capital and its commitment behind a venture such as
this. Going forward, Prudential Mortgage Capital will have an even more
commanding industry position, and even more resources and opportunities to offer
to commercial mortgage borrowers.
Ours is an organization on the move: From Tradition to Innovation and now on to
Expansion! I'm looking forward to our future, and to continuing to serve our
borrower community with new, invigorated resources.
Dave
Investors and security holders are advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer referred to in this correspondence, when they become available, because
they will contain important information. The tender offer statement will be
filed by Prudential Mortgage Capital Company with the Securities and Exchange
Commission, and the solicitation/recommendation statement will be filed with the
Commission by WMF. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by Prudential
Mortgage Capital Company and WMF with the Commission at the Commission's web
site at www.sec.gov. The tender offer statement and related offering materials
may be obtained for free from Prudential Mortgage Capital Company by directing
such requests to: Susan Luthy, Prudential Mortgage Capital Company, Four Gateway
Center, Newark, NJ 07102-4069, (973)367-4601, [email protected]. The
solicitation/recommendation statement and such other documents may also be
obtained for free from WMF by directing such requests to: Jay Harrison, WMF
Group, Inc., 1593 Spring Hill Road, Suite 400, Vienna, Virginia 22182,
(703)610-1469, [email protected].
This correspondence contains forward-looking statements within the meaning of
the safe harbor provisions of the Securities Exchange Act of 1934 ( the
"Exchange Act"), including statements regarding the operations of The WMF Group
during the interim period between the execution of the Merger Agreement and the
consummation of the transactions contemplated thereby. The forward-looking
statements are subject to various risks and uncertainties. Although the Company
believes its expectations are based on reasonable assumptions within the bounds
of its knowledge of its business and operations, there can be no assurance that
actual results will not vary materially from its expectations. Those risks and
uncertainties include the failure of the certain conditions set forth in the
Merger Agreement, adverse industry and economic conditions and adverse changes
in interest rates, the secondary mortgage market or in assets securing
mortgages. Other risk factors are detailed from time to time in the reports of
the Company filed under the Exchange Act.
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Memorandum
[LOGO] Prudential
David A. Twardock
Prudential Mortgage Capital Company
100 Mulberry Street
9 Gateway Center Four
Newark, New Jersey 07102
Tel. : (973) 367-4600 Fax: (973) 367-8215
To: All PruEXPRESS Advisors
From: Dave Twardock
I am very pleased to tell you that we have signed a definitive agreement to
acquire The WMF Group for $100 million, plus the assumption of $38 million of
debt. For those of you who may not know, WMF is a leading originator and
servicer of multi-family and commercial mortgage loans based in Vienna,
Virginia. We will continue to use the Prudential Mortgage Capital Company name
for our newly-combined organization.
The acquisition of WMF will make Prudential one of the largest commercial
mortgage firms in the United States, including the largest originator of
insured, multi-family mortgage loans through Fannie Mae (FNMA) and the Federal
Housing Authority (FHA), fourth largest commercial mortgage servicer and the
third largest insurance company and portfolio lender. We will have a mortgage
servicing portfolio of over $31 billion, originations of $5.5 billion, and
annual revenue of over $150 million, based on 1999 year-end figures.
Fulfilling Commitments to You and Our Customers
We also believe this transaction now gives Prudential Mortgage Capital the most
comprehensive product line in the commercial mortgage industry. In addition, it
allows us to fulfill a commitment to you: Adding High Yield and Agency lending
(FNMA and FHA) to our already broad portfolio of products.
As a PruEXPRESS Advisor, you are:
o Optimally positioned to access this broad range of products.
o Able to do more business for yourselves in the process.
We expect to make as many of these products available to you as quickly as
possible.
As always, our business focus is on the same key brand messages we have long
promoted together: Relationships, Reliability and Product.
WMF's Mortgage Brokerage Units
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Our purchase of WMF includes all of its subsidiary companies and operations,
including its commercial mortgage brokerage units. For the most part, the
commercial mortgage brokerage units of WMF complement the commercial mortgage
lending activities of Prudential. For example, there is little overlap between
our PruEXPRESS network and WMF's brokerage business, with direct competition
existing only in Michigan, Phoenix and New York City.
However, we believe owning units that have other correspondent lending
relationships creates the potential for a conflict of interest. Our intent is to
quickly work with the management of these units to determine how to best divest
Prudential of this organization in a manner that will avoid the conflict of
interest and permit an ongoing strategic alignment with Prudential. Through that
process, WMF brokers in some markets will be given the PruEXPRESS medallion, but
in no instance will that be automatic.
Future Looks Bright
Purchasing WMF demonstrates Prudential's continuing and long-term commitment to
Real Estate finance. Nothing says as much to the future potential of our
commercial mortgage business as Prudential putting its capital and its
commitment behind a venture such as this. Throughout the coming weeks we will
share more information about the WMF acquisition--what it means to Prudential as
a company, and to you personally as a PruEXPRESS Advisor. For your information,
I have attached the announcement that was released to the press earlier today.
I think you'll agree that this is an exciting time to be associated with
Prudential. With your help, we have built Prudential Mortgage Capital into a
formidable presence in the commercial mortgage marketplace. I am extremely proud
of what we have accomplished together, and very enthusiastic about the growth
and opportunity that await us.
I look forward to sharing our future with you.
Dave
Investors and security holders are advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer referred to in this correspondence, when they become available, because
they will contain important information. The tender offer statement will be
filed by Prudential Mortgage Capital Company with the Securities and Exchange
Commission, and the solicitation/recommendation statement will be filed with the
Commission by WMF. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by Prudential
Mortgage Capital Company and WMF with the Commission at the Commission's web
site at www.sec.gov. The tender offer statement and related offering materials
may be obtained for free from Prudential Mortgage Capital Company by directing
such requests to: Susan Luthy, Prudential Mortgage Capital Company, Four Gateway
Center, Newark, NJ 07102-4069, (973)367-4601, [email protected]. The
solicitation/recommendation statement and such other documents may also be
obtained for free from WMF by directing such requests to: Jay Harrison, WMF
Group, Inc., 1593 Spring Hill Road, Suite 400, Vienna, Virginia 22182,
(703)610-1469, [email protected].
This correspondence contains forward-looking statements within the meaning of
the safe harbor provisions of the Securities Exchange Act of 1934 (the "Exchange
Act"), including statements regarding the operations of The
<PAGE>
WMF Group during the interim period between the execution of the Merger
Agreement and the consummation of the transactions contemplated thereby. The
forward-looking statements are subject to various risks and uncertainties.
Although the Company believes its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that actual results will not vary materially from its
expectations. Those risks and uncertainties include the failure of the certain
conditions set forth in the Merger Agreement, adverse industry and economic
conditions and adverse changes in interest rates, the secondary mortgage market
or in assets securing mortgages. Other risk factors are detailed from time to
time in the reports of the Company filed under the Exchange Act.
<PAGE>
[Prudential Letterhead]
LETTER FOR WHOLESALE BROKERS FROM DAVE TWARDOCK OR
REGIONAL MD.
I am very pleased to tell you that Prudential Mortgage Capital Company has
signed a definitive agreement to acquire The WMF Group, a leading originator and
servicer of multi-family and commercial mortgage loans based in Vienna,
Virginia. We will continue to use the Prudential Mortgage Capital name for our
newly-combined organization.
The acquisition of WMF will make Prudential one of the largest commercial
mortgage firms in the United States, including the largest originator of
insured, multi-family mortgage loans through Fannie Mae (FNMA) and the Federal
Housing Authority (FHA), the fourth largest commercial mortgage servicer and the
third largest insurance company and portfolio lender. We will have a mortgage
servicing portfolio of over $31 billion, originations of $5.5 billion, and
annual revenue of over $150 million, based on 1999 year-end figures.
Moving to New Markets
We believe this transaction now gives Prudential the most comprehensive product
line in the commercial mortgage industry. WMF shares our long-standing
commitment to Relationships, Reliability and Product. We will quickly work to
make the broader product line available to our customers however they choose,
whether that is directly through us, through our trademarked PruEXPRESS network,
through independent brokers, or on-line. You--as an independent wholesale
broker--remain an important part of our market reach. We want to:
o Continue to grow and develop a strategic and profitable relationship with
you.
o Provide you with quick, convenient access to our broad range of products in
a manner that can help you build your business.
o Help you provide value to your clients through strong relationships and
access to quality lenders such as Prudential.
Avoiding Conflicts of Interest
Our purchase of WMF includes all of its subsidiary companies and operations,
including its commercial mortgage brokerage units. We believe owning units that
have other correspondent lending relationships creates the potential for a
conflict of interest. Our intent is to quickly work with the management of these
units to determine how to best divest Prudential of this organization in a
manner that will avoid the conflict of interest and permit an ongoing strategic
alignment with Prudential.
<PAGE>
We think you'll agree that this is an exciting time to be associated with
Prudential Mortgage Capital. Nothing says as much to the future potential of our
commercial mortgage business as Prudential putting its capital and its
commitment behind our purchase of WMF.
I'm looking forward to having you play a role in our future.
Dave
Investors and security holders are advised to read both the tender offer
statement and the solicitation/recommendation statement regarding the tender
offer referred to in this correspondence, when they become available, because
they will contain important information. The tender offer statement will be
filed by Prudential Mortgage Capital Company with the Securities and Exchange
Commission, and the solicitation/recommendation statement will be filed with the
Commission by WMF. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by Prudential
Mortgage Capital Company and WMF with the Commission at the Commission's web
site at www.sec.gov. The tender offer statement and related offering materials
may be obtained for free from Prudential Mortgage Capital Company by directing
such requests to: Susan Luthy, Prudential Mortgage Capital Company, Four Gateway
Center, Newark, NJ 07102-4069, (973)367-4601, [email protected]. The
solicitation/recommendation statement and such other documents may also be
obtained for free from WMF by directing such requests to: Jay Harrison, WMF
Group, Inc., 1593 Spring Hill Road, Suite 400, Vienna, Virginia 22182,
(703)610-1469, [email protected].
This correspondence contains forward-looking statements within the meaning of
the safe harbor provisions of the Securities Exchange Act of 1934 (the "Exchange
Act"), including statements regarding the operations of The WMF Group during the
interim period between the execution of the Merger Agreement and the
consummation of the transactions contemplated thereby. The forward-looking
statements are subject to various risks and uncertainties. Although the Company
believes its expectations are based on reasonable assumptions within the bounds
of its knowledge of its business and operations, there can be no assurance that
actual results will not vary materially from its expectations. Those risks and
uncertainties include the failure of the certain conditions set forth in the
Merger Agreement, adverse industry and economic conditions and adverse changes
in interest rates, the secondary mortgage market or in assets securing
mortgages. Other risk factors are detailed from time to time in the reports of
the Company filed under the Exchange Act.
