SC 14D9/A 1 0001.txt AMENDMENT 2 TO 14D9 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) ------------------------ 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) ------------------------ 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 ================================================================================ 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 ------ ----------- J Notice to Participants in The WMF Group, Ltd. 1998 Employee Purchase Plan. 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 ------------------------------------- Name: Elizabeth Whitbred-Snyder Title: Executive Vice President, Chief Financial Officer and Treasurer Dated: June 8, 2000