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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of
the Securities Exchange Act of 1934
(Amendment No. 2)
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THE WMF GROUP, LTD.
(Name of Subject Company)
THE WMF GROUP, LTD.
(Name of Person Filing Statement)
COMMON STOCK
(Title of Class of Securities)
000929289
(CUSIP Number of Class of Securities)
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Shekar Narasimhan
Chief Executive Officer and Chairman of the Board
The WMF Group, Ltd.
1593 Spring Hill Road, Suite 400
Vienna, Virginia 22182
(703) 610-1400
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of
the person filing statement)
With a copy to:
Randall S. Parks, Esq. Jane Goldstein, Esq.
Hunton & Williams Ropes & Gray
951 East Byrd Street One International Place
Riverfront Plaza, East Tower Boston, Massachusetts 02110-2624
Richmond, Virginia 23219-4074 (617) 951-7000
(804) 788-8200
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
May 10, 2000 by The WMF Group, Ltd., a Delaware corporation, relating to the
cash tender offer by Prudential Mortgage Capital Acquisition Corp., a Delaware
corporation ("Purchaser"), and a wholly-owned subsidiary of Prudential Mortgage
Capital Company, LLC, a Delaware limited liability company ("Prudential
Mortgage"), to purchase all outstanding Shares at a price of $8.90 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase, dated May 23, 2000 (as amended or
supplemented), and in the related Letter of Transmittal. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 9. Exhibits.
Item 9 is hereby amended by adding the following exhibit:
Exhibit
Number Description
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J Notice to Participants in The WMF Group, Ltd. 1998 Employee
Purchase Plan.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
THE WMF GROUP, LTD.
By: /s/ Elizabeth Whitbred-Snyder
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Name: Elizabeth Whitbred-Snyder
Title: Executive Vice President, Chief
Financial Officer and Treasurer
Dated: June 8, 2000
