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First Landmark Bank and Midtown Bank Agree to Merge

For Immediate Release: FIRST LANDMARK BANK and MIDTOWN BANK & TRUST COMPANY AGREE TO MERGE

MARIETTA AND ATLANTA, Georgia (April 28, 2014)-First Landmark Bank and Midtown Bank & Trust Company jointly announced today their definitive agreement to combine their companies in a Merger of Equals transaction and operate their banks under the trade names: First Landmark Bank, Midtown Bank, and Bank of Sandy Springs.  The combination will create the tenth largest community bank by assets headquartered in the Atlanta MSA.

Upon closing of the merger, Midtown Bank President and CEO R. Stanley Kryder will serve as President and CEO of the combined bank and First Landmark President and CEO Terrence Y. DeWitt, will serve as its Executive Vice President and Chief Financial Officer.

“On behalf of the directors of both banks I am pleased to announce this strategic combination of similar banking organizations”, said Stan Kryder, President and CEO of Midtown Bank. “Our two companies operate as true community banks serving the markets of Marietta/Cobb County, Midtown and Sandy Springs. We are both locally owned and operated, and we are committed to the long term growth and prosperity of our communities. We believe that our shared values and traditions will make this partnership work for the employees, customers and communities we serve, and we are confident that this transaction will measurably enhance shareholder value. Blending the talented management and staff of both banks, as well as the financial resources of our two companies, clearly positions us as one of Atlanta’s leading community banks. After the merger, customers of both banks will continue to receive the personal, friendly service from the bank staff they have come to know and trust.”   

“We expect that this merger will foster the growth of a vibrant community banking system that is important to the local economy, small businesses and to the households we serve,” said Terry DeWitt, President and CEO of First Landmark Bank. “Combining two culturally-compatible organizations in neighboring markets provides many benefits to our clients and employees, including enhanced convenience both in banking products and locations. We have spent a tremendous amount of time evaluating the cultures of our two banks and the merits of this transaction, and we believe this combination creates  a strong franchise with substantial prospects for future growth.”

Under the terms of the merger, First Landmark will be the acquiring institution and surviving charter. First Landmark’s shareholders will own 52.25% and Midtown Bank’s shareholders will own 47.75% of the combined institution’s stock. The board of directors will consist of six members from First Landmark and five members from Midtown Bank.  Ronald H. Francis will serve as Chairman of the Board and Joseph D. Chipman will serve as Vice Chairman. The merger agreement was unanimously approved by the board of directors of each bank. The merger is expected to close during the third quarter of 2014, subject to shareholder and regulatory approval and other customary closing conditions.

As of March 31, 2014 Midtown Bank had 48 employees and approximately $200 million in assets, loans of $133 million, deposits of $159 million and equity of $20.4 million.  First Landmark had 30 employees and approximately $211 million in assets, loans of $131 million, deposits of $176 million and equity of $23.8 million. On a pro forma basis, the combined company will have approximately $411 million in assets and will operate 3 branches at the following locations: 307 N. Marietta Parkway, Marietta, GA, 712 West Peachtree Street, Atlanta, GA, and 6000 Sandy Springs Circle, Sandy Springs, GA.

During the merger discussions and negotiations, financial advisor Paces Battle Group and legal counsel Bryan Cave, LLP advised Midtown Bank. Financial advisor Sandler O’Neill + Partners, L.P. and legal counsel Miller & Martin, PLLC advised First Landmark Bank.

For answers to frequently asked questions regarding this merger announcement, click here.

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A Special Message to Midtown Bank and First Landmark Bank Shareholders:   

Midtown Bank and First Landmark Bank will mail to each of their respective shareholders a joint proxy statement and offering circular relating to the respective special meeting of shareholders to vote upon the merger. Shareholders are advised to read the joint proxy statement and offering circular carefully because it will contain important information about Midtown, First Landmark and the proposed merger. Among other information, the joint proxy statement and offering circular will contain the terms of the merger agreement, the shareholder meeting dates and voting instructions.  Other questions may be addressed to (MIDTOWN BANK) info@midtownbank.com or (FIRST LANDMARK BANK)  info@firstlandmarkbank.com or Email or to Renee White, Investor Relations, First Landmark Bank, P. O. Box 5138, Marietta GA 30061 or 770.799.5660.

2014 Cobb Chamber Membership Campaign

The business development officers of First Landmark Bank are participating in the 2014 Cobb Chamber Membership Campaign from now through early June. If you are interested in more information about becoming a member of the Cobb Chamber or enhancing your relationship with the Chamber, contact Renee White at 770.792.8870.

An investment in the Cobb Chamber is an investment in your personal, professional and community’s success. The Cobb Chamber can help you and your business achieve more.

- expand your network at Chamber events such as the Business After Hours and the Area Council meetings
- grow personally and professionally through dynamic leadership and professional associations
- save money with exclusive cost-savings programs such as Office Depot discount, prescription drug discount and Workers Compensation Insurance discount
- market your business and take advantage of the Chamber’s Business Resource Center

Learn more to Achieve more by contacting us today.

Bank Will Close on Presidents Day – Monday 2/17/14

First Landmark Bank will be closed on Monday, February 17, 2014 in observance of Presidents Day.

We are also very grateful to you for your understanding during our closings due to inclement weather.  We do not take these closings lightly knowing that we have a responsibility to every client, and we will always do our best to remain open or promptly re-open to the best of our ability. Thank you for your patience.

Congratulations to President DeWitt; SVP Pitstick

At the 2014 Cobb Chamber Annual Dinner, First Landmark Bank President and CEO Terry DeWitt received the Chairman’s Award from outgoing Chamber Chairman Greg Morgan. SVP Heather Pitstick received her second consecutive Lifetime Achievement award recognizing her efforts in the 2013 Chamber Membership Campaign. 

In presenting the Chairman’s Award, Mr. Morgan recognized Mr. DeWitt’s service on the Board of Directors of the Cobb Chamber and as chairman of the Finance Committee.

The dinner was held January 25, 2014 at the Cobb Galleria Centre, at which time Chairman Morgan concluded his term and handed the reins of chairmanship to Ben Mathis, a law partner at Freeman Mathis & Gary, LLP.

Credit Cards Available With Reward Options

First Landmark Bank is pleased to announce a new Platinum MasterCard program, available to businesses and individuals that includes choice of rewards points or cash back option with no annual program fee. Below are additional benefits available with the new Platinum MasterCard*:

  • No annual credit card fee
  • Competitive Annual Percentage Rate
  • Online access to all of your credit card activity information
  • 24/7 customer support
  • Credit card protection, assistance and savings

*Subject to credit approval. 

Learn more about the Platinum MasterCard program from the Bank’s Financial Specialists by calling 770.792.8870. They will be happy to help you select the program that is right for you or your business.

Phishing Alert – Be Smart. Be Suspicious.

In unrelated phishing scams, the IRS and Target are asking the general public to be vigilant in protecting their private information.  Read more to learn more about how you can protect your identify and your accounts.

IRS WARNS OF NATIONWIDE PHONE SCAM
The IRS today warned consumers about a sophisticated phone scam targeting taxpayers throughout the country. Victims are told they owe money to the IRS and that it must be paid promptly through a wire transfer or a pre-loaded debit card. The Scammers may be able to recite the last four digits of a victim’s Social Security Number. Telephone caller ID will appear that it is the IRS calling.  The IRS does not telephone taxpayers to request private information and will never ask for PINs, passwords or confidential access to credit cards, bank or other accounts. If you’ve been targeted by this scam, you should report the incident to the Treasurey Inspector General for Tax Administration at 800.366.4484. You should also contact the Federal Trade Commission and use their FTC Complaint Assistance at FTC.gov. Please add “IRS Telephone Scam” to the comments of your complaint.

TARGET DATA BREACH AND YOUR VULNERABILITY
Victims of the Target data breach are vulnerable to phishing attacks now. Remember: 

1. Banks do not ask for account numbers and other sensitive personal information by email.  If you have responded to a suspicious email, contact your bank immediately so it can help protect your account and your identity.

2. Never give our your personal or financial information in response to an unsolicited phone call, fax or email, no matter how official it may seem. Do not respond to emails that request such information or that threaten you.

3. Check your credit card and bank accounts statements regularly and look for unauthorized transactions, even small ones.  Report discrepancies immediately.

4. Report suspicious activity to the Internet Crime Complaint Center at http://www.ic3.gov/default.aspx a partnership between the FBI and the National White Collar Crime Center.

Other good practices to minimize the risk of becoming a victim:

-Keep a clean computer by having the latest security software, web browser and operating system.
-Make passwords long and strong.
-Connect with care. If an email or attachment looks suspicious, delete it. Be savvy about Wi-Fi hotspots and limit the type of businss you conduct.
-Think before you act.  If it sounds too good to be true, be wary of its legitimacy. It could be, and probably is, an attempt to scam you.

Online Banking Getting New Look and Features

A new look for the First Landmark Bank eConnect and eConnect Platinum Online Banking Systems has arrived.

In November 2013, First Landmark Bank upgraded the eConnect and (business) eConnect Platinum online banking system. The upgrade enhances your banking experience with a new look and convenient, immediate access to features you use most often. You will enjoy more efficient views of accounts and navigations to choose from. The upgrade also includes a new overview page that will allow you to review account balances and recent transactions, along with the ability to perform transfers quickly.

Check out the new release as we strive to provide you banking tools that will meet your present and future banking needs. 

New Platinum MasterCard Program Now Available

First Landmark Bank is pleased to announce a new Platinum MasterCard program, available to businesses and individuals that includes choice of rewards points or cash back option with no annual program fee. Below are additional benefits available with the new Platinum MasterCard*:

  • No annual credit card fee
  • Competitive Annual Percentage Rate
  • Online access to all of your credit card activity information
  • 24/7 customer support
  • Credit card protection, assistance and savings

*Subject to credit approval. 

Learn more about the Platinum MasterCard program from the Bank’s Financial Specialists by calling 770.792.8870.

Board Names Francis Chairman; DeWitt CEO

On Wednesday, April 17, 2013, the Board of Directors of First Landmark Bank continued its succession plan begun in August 2011 by electing Ronald H. Francis to the position of Chairman of the Board and adding Chief Executive Officer to the title of President Terrence Y. DeWitt.  Immediate Past Chairman John Moore made the announcement at the bank’s Annual Shareholders’ Meeting on Wednesday, April 17, 2013.  

John H. Moore, who has served as Chairman of the Board since inception, remains a valued member of the Board of Directors and will serve as Vice Chairman of the Board and Chairman of the Executive Committee.  Mr. Moore stated, “In planning First Landmark Bank, Ron Francis and I discussed the timeline for when he would devote his time to the Bank’s strategic direction and less time to the day-to-day operations.   The experience he has gained in the three Cobb County de novo banks he guided and grown as well as the wealth of experience and contacts he has gained in his 44-year banking career makes him uniquely qualified to take the reins of Chairman.  These two fine executive officers assumed the responsibilities associated with their new titles effective April 17, 2013.”

Chairman Moore continued, “Since his election as President and Chief Operating officer in August of 2011, Mr. DeWitt has shown himself to be an effective leader, risk manager and strategist.  Having previously served as the Bank’s Chief Financial Officer, we were fortunate to have someone of his experience and caliber in the Bank’s employ since its inception.  ­­Terry has played a key role in the Bank’s success to this point, and the Board enthusiastically supports his ability to continue the momentum of the Bank’s growth.” 

Mr. DeWitt serves with bank Executive Vice President and Chief Lending Officer Terri Bunten Guthrie and Chairman Francis to comprise the Executive Management of First Landmark Bank. 

Previously President DeWitt was with New South Federal Savings Bank in Irondale, Alabama, where he served as Senior Vice President and Chief Financial Officer and Chief Accounting Officer.  He has also served as Senior Vice President/CFO of Financial Investors of the South, Inc./Bank of Alabama in Birmingham Alabama, and as Executive Vice President and member of the Board of Directors of National Bank of Commerce (now Cadence Bank) in Tuscaloosa, Alabama.  In 1998 DeWitt received the Outstanding Young Banker Award from the Alabama Bankers Association.

His experience in Cobb County includes serving as Senior Vice President and Chief Financial Officer of Chattahoochee Financial Corporation and The Chattahoochee Bank in Marietta from 1986 to 1990.  He began his career with Price Waterhouse in Atlanta in 1983. 

Mr. DeWitt is a 1983 graduate of the University of Alabama where he earned a Bachelor of Science degree in Accounting.  He is a member of the Leadership Cobb Alumni Association, the Marietta Country Club, and the Rotary Club of Marietta, where he was named a Paul Harris Fellow. Mr. DeWitt serves on the Board of Directors and is Finance Committee Chairman of the Cobb Chamber of Commerce and Chairman of the Board of the Cobb Community Collaborative.

Artist Lois McKinstry Now Showing on Landmark Arts Wall

Several works of Marietta artist Lois McKinstry are now on display on the Landmark Arts Wall, Terrace Level, at First Landmark Bank.  A retired nurse and long-time artist, Lois uses a variety of artistic mediums in her work.  The display is a sampling of her work and represents her creations spanning several decades.  We invite you to visit the Bank and view her beautiful offerings, which will be on display until May 20. 

First Landmark Bank takes delight in inviting local amateur artists to display their art work on the Landmark Arts Wall.  If you are such an artist, or know of one that may be interested, please contact Renee White at 770.792.8870.