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. 2)
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.
<PAGE>
This Amendment No. 2 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, 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 June 1, 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 June 1, 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: June 1, 2000
<PAGE>
EXHIBIT INDEX
(a)(2) Press Release, dated June 1, 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
LANDMARK FINANCIAL CORP.
TRUSTCO BANK CORP NY
Thursday, June 1, 2000
News Release
Contact: Landmark Financial Corp TrustCo Bank Corp NY
Gordon E. Coleman William F. Terry
President & CEO Secretary
518-673-2012 518-381-3611
FOR IMMEDIATE RELEASE
TEMPRORARY RESTRAINING ORDER IS DISSOLVED AND PRELIMINARY INJUNCTION
REQUEST IS DENIED, ALLOWING STOCKHOLDER VOTE TO BE SCHEDULED ON
TRUSTCO-LANDMARK MERGER
Canajoharie, NY and Schenectady, NY June 1, 2000
Gordon E. Coleman, Chief Executive Officer of Landmark Financial
Corporation. (NASDAQ OTC:BB LMFC) and Robert A. McCormick, Chief Executive
Officer of TrustCo Bank Corp NY (NASDAQ National Market TRST) today announced
that New York State Supreme Court Justice Robert P. Best, sitting in Fonda,
Montgomery County, yesterday signed an order dissolving the Temporary
Restraining Order entered on April 17, 2000. The Temporary Restraining Order
prohibited Landmark from taking steps to hold a special meeting of stockholders
for the purpose of considering and voting upon an Agreement and Plan of Merger
with TrustCo Bank. Judge Best also denied a request for a Preliminary Injunction
made the same day by Charles F. Cefalu and Private Mortgage Investment Services,
Inc. As a result, Landmark Financial Corporation can now proceed to schedule a
stockholder meeting (anticipated to take place in mid to late July) to allow
Landmark stockholders to vote on the pending merger agreement pursuant to which
TrustCo has agreed to acquire all of the outstanding stock of Landmark for $21
per share.
"We are gratified that Judge Best has agreed that the Temporary Restraining
Order no longer serves a purpose", said Mr. Coleman, "and we look forward to
giving our stockholders an opportunity to vote on the pending merger agreement."
"TrustCo is very pleased that it can now move forward to the next step of
the acquisition process", stated Mr. McCormick.
Landmark Financial Corporation, with assets of $26 million, operates an
office in Canajoharie, NY. TrustCo, with assets of $2.4 billion, presently has
53 locations in nine counties in the Capital Region of New York State.
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