<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT TO
SCHEDULE TO
(TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
LANDMARK FINANCIAL CORP.
(NAME OF SUBJECT COMPANY (ISSUER))
INVESTORS & LENDERS, LLC.,
A SUBSIDIARY OF
PRIVATE MORTGAGE INVESTMENT SERVICES, INC.
(NAME OF FILING PERSONS (BIDDER))
COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
5149 1410
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
CHARLES F. CEFALU
154 LAKE AVENUE
P.O. BOX 588
SARATOGA SPRINGS, NY 12866
(518) 583-1314
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
------------------------
COPIES TO:
LESLIE M. APPLE, ESQ.
WHITEMAN OSTERMAN & HANNA
ONE COMMERCE PLAZA
ALBANY, NEW YORK 12260
(518) 487-7600
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE**
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<S> <C>
$3,767,700 $753.55
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</TABLE>
* For purposes of calculating the filing fee only. This calculation assumes the
purchase of 150,708 shares of Common Stock, par value $.10 per share, of
Landmark Financial Corp. at $25 net per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d)
under the Securities Exchange Act of 1934, equals 1/50 of one percent of the
aggregate value of cash offered by Investors & Lenders, LLC for such number
of shares.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $500.00 Filing Party: Investors & Lenders,
LLC.
Form or Registration No.: TO Date Filed: May 10, 2000
</TABLE>
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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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<PAGE> 2
The Schedule TO filed as of May 10, 2000 by the above-named bidder is
hereby amended as set forth below. Items not amended remain unchanged, and
capitalized terms are used as defined in the original Schedule.
ITEM 1. SUMMARY TERM SHEET.
This Statement amends and supplements the Statement filed on Schedule TO
with the Securities and Exchange Commission on May 10, 2000 by Investors &
Lenders, LLC, a New York limited liability company (the "Purchaser") and a
wholly-owned subsidiary of Private Mortgage Investment Services, Inc., a New
York corporation ("PMIS") relating to the offer by Purchaser to purchase 100,000
shares of common stock of Landmark Financial Corp., a Delaware corporation (the
"Bank"), at a price of $25.00 per share, net to seller in cash without interest
thereon (the "Offer Price"), upon the terms and conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer").
The Purchaser, by this Amendment, is now offering to purchase all the
outstanding shares of common stock of Landmark Financial Corp., a Delaware
corporation (the "Bank"), at a price of $25.00 per share, net to seller in cash
without interest thereon (the "Offer Price"), upon the terms and conditions set
forth in the Offer to Purchase, as amended and supplement by this Amendment, and
in the related Letter of Transmittal (which together constitute the "Offer").
ITEM 4. TERMS OF THE TRANSACTION.
INCREASED AMOUNT OF SHARES SUBJECT TO THE OFFER TO PURCHASE
The discussion set forth in the Introduction, Section 1 ("Terms of the
Offer; Expiration Date; Proration"), Section 2 ("Acceptance for Payment and
Payment for Shares") and Section 11 ("Purpose of the Offer") of the Offer to
Purchase is hereby amended and supplemented as follows:
The Purchaser is increasing to 150,708 the number of Shares it is offering
to purchase. Upon the terms and subject to the conditions of the Offer, as
amended herein, the Purchaser will accept for payment and pay for 150,708 Shares
tendered on or before the Expiration Date and not theretofore withdrawn in
accordance with Section 3. The Expiration Date has been extended to 12:00
Midnight, New York City time, on July 26, 2000, unless and until the Purchaser,
in its sole discretion, shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by the Purchaser, shall expire.
CHANGE IN MINIMUM TENDER CONDITION
The discussion set forth in the Introduction is amended and supplemented as
follows:
The Minimum Tender Condition is hereby amended to require that there be
validly tendered and not withdrawn prior to the 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 91% of the Shares
outstanding.
CLARIFICATIONS IN THE SUMMARY OF THE OFFER
The discussion in the Summary of the Offer preceding the Introduction is
amended and supplemented as follows:
In the discussion of Principal Terms, it should be noted that Investors &
Lenders' ability to pay for shares tendered pursuant to the Offer is subject to
financing.
In the discussion of Subsequent Offering Period, it should be noted that if
we decide to add a subsequent offering period, we must disseminate this
information to you at least five days before the expiration of the initial
offering period. In addition, if we waive the Minimum Tender Condition, change
the price being offered per share, change the amount of shares we are seeking to
purchase, or make any other material change in the terms of the Offer, we are
required to extend the offering period.
<PAGE> 3
CLARIFICATIONS REGARDING SUBSEQUENT OFFERING PERIOD AND MARKET PURCHASES
The discussion of market purchases in paragraph four on page 5 of the Offer
to Purchase is amended as follows:
THE PURCHASER AND ITS AFFILIATES RESERVE THE RIGHT, FOLLOWING COMPLETION OR
TERMINATION OF THE OFFER AND EITHER SUBSEQUENT TO OR IN LIEU OF THE SUBSEQUENT
OFFER, TO ACQUIRE SHARES THROUGH MARKET PURCHASES, PRIVATELY NEGOTIATED
TRANSACTIONS, A MERGER OR OTHER BUSINESS COMBINATION OR ANY COMBINATION OF THE
FOREGOING.
WAIVER OF 10% VOTING RIGHTS CONDITION
The discussion in Section 12 ("Certain Conditions of the Offer") of the
Offer to Purchase is amended and supplemented as follows:
The Purchaser hereby waives the condition that required that the Bank's
Board of Directors amend the Bank's Certificate of Incorporation to delete
therefrom the terms of Article Fourth, subsection C which can be used by the
Bank to limit the voting rights of persons owning more than 10% of the Bank's
stock.
ADDED CONDITIONS OF THE OFFER AND CLARIFICATION AS TO SATISFACTION OF CONDITIONS
The discussion in Section 12 ("Certain Conditions of the Offer") of the
Offer to Purchase is amended and supplemented as follows:
In addition to the conditions set forth in this Section 12 of the Offer to
Purchase, the Purchaser shall not be required to accept for payment or pay for,
or may delay the acceptance for payment of or payment for, tendered Shares
(subject to Rule 14e-1(c) under the Exchange Act), or may terminate the Offer as
to any Shares not then paid for if (i) at or before the Expiration Date the
Minimum Tender Condition shall not have been satisfied or (ii) on or after the
date of this Offer to Purchase, and at or before the time of payment for any of
such Shares, any of the following events shall occur or shall be determined by
PMIS or the Purchaser to have occurred:
(n) The Bank's shareholders shall not have rejected the Merger
Agreement between the Bank and TrustCo.
(o) The Bank and TrustCo shall not have rescinded and voided in its
entirety the stock option granted to TrustCo in the Stock Option Agreement
made between TrustCo and the Bank on February 21, 2000 and attached as
Exhibit 1.01 to the Agreement and Plan of Merger entered into between the
Bank and TrustCo as of February 21, 2000.
Any determination of whether a condition or conditions has been satisfied
shall be made in accordance with a standard of reasonableness and not in the
sole discretion of the Purchaser.
All offer conditions, other than the necessary regulatory approvals, must
be satisfied or waived on or before the expiration date of the offer.
ITEM 5. PAST CONTACT, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The Introduction and Section 10 ("Background of the Offer") of the Offer to
Purchase are amended and supplemented as follows:
On June 1, 2000 the New York State Supreme Court, Montgomery County,
dissolved the temporary restraining order that the court had earlier issued
against any action pursuant to the Merger Agreement between the Bank and
TrustCo. PMIS' lawsuit against the Bank's Board of Directors remains in place,
however.
2
<PAGE> 4
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Section 13 ("Source and Amount of Funds") of the Offer to Purchase is amended
and supplemented as follows:
The Purchaser now estimates that the total amount of funds required to
purchase the Shares in the Offer, plus associated expenses, will be
approximately $3,800,000.
ITEM 12. EXHIBITS.
(a)(9) Text of Press Release issued by Private Mortgage Investment
Services, Inc. dated June 27, 2000.
Exhibit (a)(9)
TEXT OF PRESS RELEASE ISSUED BY PRIVATE MORTGAGE INVESTMENT SERVICES, INC. DATED
JUNE 27, 2000.
June 27, 2000 (Saratoga Springs, New York) -- Private Mortgage Investment
Services, Inc. of Saratoga Springs, New York ("PMIS") announced today that its
subsidiary Investors & Lenders, LLC ("Investors & Lenders") is now offering to
purchase all the outstanding stock of Landmark Financial Corp. ("Landmark" OTC:
LMFC), the holding company for Landmark Community Bank in Canajoharie, New York,
for $25 per share. Investors & Lenders commenced a tender offer for 65% of
Landmark on May 10, 2000.
In a filing to be made today with the Securities and Exchange Commission,
Investors & Lenders is also extending the offer until July 26, 2000.
PMIS announced that to date, approximately 25,800 shares of Landmark have
been tendered into Investors & Lenders' offer. The $25 being offered by
Investors & Lenders is $4 higher than the per share price agreed to in a
proposed merger agreement between Landmark and TrustCo Bank Corp. NY of
Schenectady, New York.
3
<PAGE> 5
SIGNATURES
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.
Dated: June 27, 2000
INVESTORS & LENDERS, LLC
By: /s/ CHARLES F. CEFALU
------------------------------------
Charles F. Cefalu, Manager
PRIVATE MORTGAGE INVESTMENT
SERVICES, INC.
By: /s/ CHARLES F. CEFALU
------------------------------------
Charles F. Cefalu, President
4
<PAGE> 6
AMENDMENT TO THE OFFER TO PURCHASE DATED MAY 10, 2000
INVESTORS & LENDERS, LLC A SUBSIDIARY OF PRIVATE MORTGAGE INVESTMENT SERVICES,
INC. HAS AMENDED ITS OFFER AND IS NOW OFFERING TO PURCHASE FOR CASH ALL
OUTSTANDING SHARES OF COMMON STOCK
OF
LANDMARK FINANCIAL CORP.
AT
$25.00 NET PER SHARE
THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON JULY 26, 2000, UNLESS THE OFFER IS EXTENDED.
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 91% OF THE TOTAL SHARES ISSUED AND OUTSTANDING.
THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER TERMS AND CONDITIONS CONTAINED IN
THIS OFFER TO PURCHASE, INCLUDING THE PURCHASER OBTAINING FINANCING AND THE
PURCHASER OBTAINING REGULATORY APPROVAL OF THE UNITED STATES OFFICE OF THRIFT
SUPERVISION.
IMPORTANT
Any shareholder desiring to tender all or any portion of his Shares should
either (1) complete and sign the Letter of Transmittal which accompanied the
Offer to Purchase dated May 10, 2000 or a facsimile thereof in accordance with
the instructions in the Letter of Transmittal, have his signature thereon
guaranteed if required by Instruction 1 of the Letter of Transmittal and mail or
deliver the Letter of Transmittal or such facsimile with his certificates
evidencing his Shares and any other required documents to the Depositary, or
follow the procedure for book-entry transfer of Shares set forth in Section 4 of
the Offer or (2) request his broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for him. Shareholders having Shares
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if they desire to tender their Shares so registered.
A shareholder who desires to accept the Offer and tender Shares and whose
certificates for such Shares are not immediately available, or who cannot comply
with the procedure for book-entry transfer on a timely basis, should tender such
Shares by following the procedures for guaranteed delivery set forth in Section
4 of the Offer.
Questions and requests for assistance may be directed to Beacon Hill
Partners, Inc. or to Investors & Lenders, LLC at their respective addresses and
telephone numbers set forth on the back cover of this Amendment. Requests for
additional copies of this Amendment to the Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or to brokers, dealers, commercial banks or trust companies.
<PAGE> 7
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated May 10, 2000 made by Investors & Lenders, LLC, a New York limited
liability company (the "Purchaser") and a wholly-owned subsidiary of Private
Mortgage Investment Services, Inc., a New York corporation ("PMIS"). Pursuant to
this Amendment, the Purchaser is now offering to purchase all the outstanding
shares of common stock of Landmark Financial Corp., a Delaware corporation (the
"Bank"), at a price of $25.00 per share, net to seller in cash without interest
thereon (the "Offer Price"), upon the terms and conditions set forth in the
Offer to Purchase, as amended and supplemented by this Amendment, and in the
related Letter of Transmittal (which together constitute the "Offer").
Except as otherwise set forth in this Amendment, the terms and conditions
previously set forth in the Offer to Purchase remain applicable in all respects
to the Offer, and this Amendment should be read in conjunction with the Offer to
Purchase. Unless the context requires otherwise, terms not defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
By this Amendment to the Offer, Purchaser is:
a. Increasing the number of shares of the Bank which it proposes to
purchase to 150,708, which together with the shares currently beneficially
owned by the Purchaser and its affiliates, will represent 100% of the total
number of Shares outstanding;
b. Extending the Offer until July 26, 2000;
c. Waiving the condition to the Offer which required that the Board of
Directors of the Bank amend the Bank's Certificate of Incorporation to
delete the terms which can be used by the Bank to limit the voting rights
of persons owning more than 10% of the Bank's stock;
d. Changing the Minimum Tender Condition to 91% of the of the shares
outstanding;
e. Adding as a condition of the Offer the requirement that the
shareholders of the Bank shall have rejected the proposed merger of the
Bank with TrustCo Bank Corp. NY ("TrustCo");
f. Adding as a condition of the Offer the requirement that the stock
option granted to TrustCo as part of the merger agreement between TrustCo
and the Bank (the "Merger Agreement") is rescinded and not binding on the
Bank.
The Offer remains subject to the fulfillment of the certain other
conditions, including financing and regulatory approval.
Procedures for tendering shares are set forth in Section 4 of the Offer to
Purchase. Shares previously validly tendered and not withdrawn constitute valid
tenders for purposes of the Offer. Shareholders are not required to take any
further action with respect to such shares, except as may be required by the
guaranteed delivery procedure if such procedure was utilized. See Section 3
("Withdrawal Rights") of the Offer to Purchase for the procedures for
withdrawing shares tendered pursuant to the Offer.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read before any decision is made with
respect to the offer.
1. INCREASED AMOUNT OF SHARES SUBJECT TO THE OFFER TO PURCHASE
The discussion set forth in the Introduction, Section 1 ("Terms of the
Offer; Expiration Date; Proration"), Section 2 ("Acceptance for Payment and
Payment for Shares") and Section 11 ("Purpose of the Offer") of the Offer to
Purchase is hereby amended and supplemented as follows:
The Purchaser is increasing to 150,708 the number of Shares it is offering
to purchase. Upon the terms and subject to the conditions of the Offer, as
amended herein, the Purchaser will accept for payment and pay for 150,708 Shares
tendered on or before the Expiration Date and not theretofore withdrawn in
accordance with Section 3. The Expiration Date has been extended to 12:00
Midnight, New York City time, on July 26, 2000, unless and until the Purchaser,
in its sole discretion, shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by the Purchaser, shall expire.
<PAGE> 8
2. CHANGE IN MINIMUM TENDER CONDITION
The discussion set forth in the Introduction is amended and supplemented as
follows:
The Minimum Tender Condition is hereby amended to require that there be
validly tendered and not withdrawn prior to the 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 91% of the Shares
outstanding.
3. CLARIFICATIONS IN THE SUMMARY OF THE OFFER
The discussion in the Summary of the Offer preceding the Introduction is
amended and supplemented as follows:
In the discussion of Principal Terms, it should be noted that Investors &
Lenders' ability to pay for shares tendered pursuant to the Offer is subject to
financing.
In the discussion of Subsequent Offering Period, it should be noted that if
we decide to add a subsequent offering period, we must disseminate this
information to you at least five days before the expiration of the initial
offering period. In addition, if we waive the Minimum Tender Condition, change
the price being offered per share, change the amount of shares we are seeking to
purchase, or make any other material change in the terms of the Offer, we are
required to extend the offering period.
4. CLARIFICATIONS REGARDING SUBSEQUENT OFFERING PERIOD AND MARKET PURCHASES
The discussion of market purchases in paragraph 4 on page 5 of the Offer to
Purchase is amended as follows:
THE PURCHASER AND ITS AFFILIATES RESERVE THE RIGHT, FOLLOWING COMPLETION OR
TERMINATION OF THE OFFER AND EITHER SUBSEQUENT TO OR IN LIEU OF THE SUBSEQUENT
OFFER, TO ACQUIRE SHARES THROUGH MARKET PURCHASES, PRIVATELY NEGOTIATED
TRANSACTIONS, A MERGER OR OTHER BUSINESS COMBINATION OR ANY COMBINATION OF THE
FOREGOING.
5. WAIVER OF 10% VOTING RIGHTS CONDITION
The discussion in Section 12 ("Certain Conditions of the Offer") is amended
and supplemented as follows:
The Purchaser hereby waives the condition that required that the Bank's
Board of Directors amend the Bank's Certificate of Incorporation to delete
therefrom the terms of Article Fourth, subsection C which can be used by the
Bank to limit the voting rights of persons owning more than 10% of the Bank's
stock.
6. ADDED CONDITIONS OF THE OFFER AND CLARIFICATION AS TO SATISFACTION OF
CONDITIONS
The discussion in Section 12 ("Certain Conditions of the Offer") of the
Offer to Purchase is amended and supplemented as follows:
In addition to the conditions set forth in this Section 12 of the Offer to
Purchase, the Purchaser shall not be required to accept for payment or pay for,
or may delay the acceptance for payment of or payment for, tendered Shares
(subject to Rule 14e-1(c) under the Exchange Act), or may terminate the Offer as
to any Shares not then paid for if (i) at or before the Expiration Date the
Minimum Tender Condition shall not have been satisfied or (ii) on or after the
date of this Offer to Purchase, and at or before the time of payment for any of
such Shares, any of the following events shall occur or shall be determined by
PMIS or the Purchaser to have occurred:
(n) The Bank's shareholders shall not have rejected the Merger
Agreement between the Bank and TrustCo.
(o) The Bank and TrustCo shall not have rescinded and voided in its
entirety the stock option granted to TrustCo in the Stock Option Agreement
made between TrustCo and the Bank on February 21, 2000 and attached as
Exhibit 1.01 to the Agreement and Plan of Merger entered into between the
Bank and TrustCo as of February 21, 2000.
Any determination of whether a condition or conditions has been satisfied
shall be made in accordance with a standard of reasonableness and not in the
sole discretion of the Purchaser.
All offer conditions, other than the necessary regulatory approvals, must
be satisfied or waived on or before the expiration date of the offer.
2
<PAGE> 9
7. LEGAL MATTERS
The Introduction and Section 10 ("Background of the Offer") of the Offer to
Purchase are amended and supplemented as follows:
On June 1, 2000 the New York State Supreme Court, Montgomery County,
dissolved the temporary restraining order that the court had earlier issued
against any action pursuant to the Merger Agreement between the Bank and TrustCo
and denied PMIS' motion for a preliminary injunction enjoining a shareholders
meeting. PMIS has appealed both those decisions to the New York State Supreme
Court, Appellate Division. In addition, PMIS has requested that the Appellate
Division issue a preliminary injunction against a shareholders meeting pending
its determination of the appeal. Regardless of the outcome of the appeal, PMIS'
lawsuit against the Bank's Board of Directors remains in place.
8. SOURCE AND AMOUNT OF FUNDS
Section 13 ("Source and Amount of Funds") of the Offer to Purchase is
amended and supplemented as follows:
The Purchaser now estimates that the total amount of funds required to
purchase the Shares in the Offer, plus associated expenses, will be
approximately $3,800,000.
3
<PAGE> 10
THE DEPOSITARY FOR THE OFFER IS:
LaSalle Bank N.A.
Telephone Number:
(312) 904-2450
<TABLE>
<CAPTION>
BY HAND OR
BY MAIL: BY FACSIMILE: OVERNIGHT DELIVERY
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<S> <C> <C>
LaSalle Bank N.A. LaSalle Bank N.A. LaSalle Bank N.A.
135 South LaSalle Street (312) 904-2236 135 South LaSalle Street
Chicago, IL 60603 Chicago, IL 60603
Attn: Corp. Trust Attn: Mark Rimkus Attn: Mark Rimkus
Operations, Room 1811
</TABLE>
CONFIRM FACSIMILE BY TELEPHONE: (312) 904-2236
Questions and requests for assistance may be directed to Beacon Hill
Partners, Inc. or at the address and telephone number set forth below. Requests
for additional copies of this Offer to Purchase, the Letter of Transmittal and
other tender offer materials may be directed to Beacon Hill Partners, Inc. or to
brokers, dealers, commercial banks or trust companies.
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
