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NOTICE TO PARTICIPANTS IN
THE WMF GROUP, LTD.
1998 EMPLOYEE STOCK PURCHASE PLAN
June 8, 2000
You are the owner of shares of common stock of The WMF Group, Ltd.
purchased for your account as a participant in WMF's 1998 Employee Stock
Purchase Plan.
Enclosed are materials that are being sent to all WMF stockholders
describing an offer by Prudential Mortgage Capital Acquisition Corp. to purchase
all of the outstanding shares of WMF common stock for $8.90 net per share in
cash. The offer will expire at 12:00 midnight, New York City time, on Tuesday,
June 20, 2000, unless the offer is extended.
If you want to tender all or part of the shares of WMF common stock
held in your Plan account according to the terms of the offer to purchase, you
must instruct the Plan Administrator and Custodian to do so by completing this
form and returning it to the depositary for the offer to purchase, Wilmington
Trust Company, in the enclosed envelope. Completed forms must be received by
Friday, June 16, 2000. If you do not want to tender any shares, you do not need
to do anything. You do not need to complete any other form, including the blue
Letter of Transmittal, to tender shares held in your Plan account.
You may have received other copies of the enclosed materials relating
to shares that you hold directly in your name. You must complete and return the
blue Letter of Transmittal to tender those shares. Even if you have returned the
blue Letter of Transmittal relating to shares that you hold directly, you must
also return this form to complete the tender of shares held in your Plan
account.
If you have any questions about the offer to purchase, this form or
the enclosed materials, please call Morrow & Co., Inc. at (800) 566-9061.
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(check one box and complete)
To the Administrator and Custodian of the WMF 1998 Employee Stock Purchase Plan:
Please tender all of the shares of WMF common stock held in my Plan account.
Please tender _____% of the shares of WMF common stock held in my Plan
account.
Participant Signature: _________________________ Date: ________________________
Participant Name: ____________________________ Telephone Number: _______________
Social Security Number: _______________________
