SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
LANDMARK FINANCIAL CORP.
(Name of Subject Company)
TRUSTCO BANK CORP NY
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
514914100
(CUSIP Number of Class of Securities)
ROBERT T. CUSHING
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
TRUSTCO BANK CORP NY
320 STATE STREET
SCHENECTADY, NEW YORK 12305
(518) 377-3311
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copies to:
John K. Pruellage, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Schedule 14D-9 that TrustCo Bank
Corp NY, a New York corporation ("TrustCo"), filed with the Securities and
Exchange Commission (the "SEC") on May 16, 2000 in relation to the tender offer
made by Investors & Lenders,t LLC, a New York limited liability company
("Investors & Lenders"), to purchase a minimum of 100,000 shares of common stock
of Landmark Financial Corp., a Delaware corporation, as disclosed in the
Schedule TO filed by Investors & Lenders with the SEC on May 10, 2000.
Item 4. The Solicitation or Recommendation.
Item 4 is hereby supplemented and amended by adding the following:
On May 23, 2000, TrustCo issued the press release that is included herewith
as Exhibit (a)(2) and is incorporated herein by
reference.
Item 9. Exhibits.
The following exhibit is filed as an exhibit hereto:
(a)(2) Press Release, dated May 23, 2000.
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.
TRUSTCO BANK CORP NY
By: /s/ Robert T. Cushing
Robert T. Cushing
Vice President and Chief Financial Officer
Date: May 23, 2000
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EXHIBIT INDEX
(a)(2) Press Release, dated May 23, 2000
TRUSTCO
Bank Corp NY News Release
_______________________________________________________________________________
192 Erie Boulevard, Schenectady, New York, 12305
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Contact: William F. Terry
Secretary
518-381-3611
FOR IMMEDIATE RELEASE:
TRUSTCO WELCOMES LANDMARK OPPOSITION TO TENDER OFFER
Schenectady, New York, May 23, 2000 - TrustCo Bank Corp NY announced today that
it welcomes the unanimous decision of the board of directors of Landmark
Financial Corp. rejecting the tender offer by Private Mortgage Investment
Services, Inc. and its subsidiary, Investors & Lenders, LLC.
CEO and President Robert A. McCormick stated, "The PMIS tender offer has too
many major uncertainties. Unlike our agreement for all of the Landmark stock,
PMIS is only willing to buy 65% of Landmark's stock, and the fate of the
remaining 35% is unknown. The PMIS offer is heavily contingent on financing and
regulatory approval. PMIS has had trouble raising funds in the past and has not
even filed for, much less obtained, the required Office of Thrift Supervision
approval." Mr. McCormick further stated that TrustCo remains firmly committed to
its merger agreement with Landmark, and that he looks forward to completing the
transaction with Landmark as soon as possible.
TrustCo is a $2.4 billion bank holding company, and through its subsidiary bank,
Trustco Bank, National Association, operates 53 bank offices in Albany,
Columbia, Greene, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and
Washington counties. In addition, the bank operates a full-service Trust
Department with $1.36 billion of assets under management. The common shares of
TrustCo are traded on the Nasdaq National Market tier of the Nasdaq Stock Market
under the symbol TRST.
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