-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WA2Mu0Ck0OjbVJue7scbNC70keMVp+Dl5viQvdkrkDRCcINzJXRy1J08Nph28qd0 RG4K1BOJj0Hc8SN6ZGFVBg== 0000896017-04-000027.txt : 20041118 0000896017-04-000027.hdr.sgml : 20041118 20041118125331 ACCESSION NUMBER: 0000896017-04-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 GROUP MEMBERS: ANDREW DAKOS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FINANCIAL CORP CENTRAL INDEX KEY: 0000934739 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 411799504 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45455 FILM NUMBER: 041154314 BUSINESS ADDRESS: STREET 1: 53 FIRST ST SW STREET 2: P.O. BOX 310 CITY: WELLS STATE: MN ZIP: 56097 BUSINESS PHONE: 5075533151 MAIL ADDRESS: STREET 1: 53 1ST ST SW STREET 2: PO BOX 310 CITY: WELLS STATE: MN ZIP: 56097 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 wefcschedthirdamd.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/18/04 1. NAME OF REPORTING PERSON Opportunity Partners L.P., Full Value Partners L.P. and affiliated entities. 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 91,203 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 100,898 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 100,898 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.64% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.1 to the Schedule 13D filed on November 10, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 4 is modified as follows: ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons submitted the attached Letter to the Board of Directors (See Exhibit 1 for copy of press release with Letter). Item 5 is modified as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the quarterly report filed on November 5, 2004 there were 1,168,119 shares outstanding as of November 5, 2004. The percentage set forth in this item (5a) was derived using such number. Opportunity Partners L.P., Full Value Partners L.P. and affiliated entities are deemed to be the beneficial owners of 100,898 shares of WEFC or 8.64% of the outstanding shares. b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 39,543 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 29,848 shares. Power to vote securities resides solely with Mr. Dakos for 61,355 shares. Power to dispose of securities lies solely with Mr. Dakos for 35,355 shares and jointly with Mr. Goldstein for 26,000 shares. c. During the last sixty days the following shares of common stock were purchased (there were no sales),(excludes previously reported transactions: 11/12/04 4100 @ 31.45 d. Beneficiaries of accounts managed by Mr. Phillip Goldstein and Mr. Dakos are entitled to receive any dividends or sales proceeds. e. NA Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Press Release with Letter to the Board of Directors After reasonable 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: 11/18/04 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Copy of Press Release with Letter Opportunity Partners Increases Offer to Acquire All Shares of Wells Financial Corp. Pleasantville, New York, Nov. 18 (Business Wire) - In a letter submitted to the board of directors of Wells Financial Corp. ("Wells") (Nasdaq: WEFC), Opportunity Partners L.P. increased its offer to acquire all shares of Wells to $35 per share. The complete text of the letter is as follows: **************** Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-5258 //oplp@optonline.net November 18, 2004 The Board of Directors Wells Financial Corp. 53 1st Street SW Wells, MN 56097 Dear Board Members: We remain convinced that the plan to deregister Wells Financial Corp. ("Wells") via a modified Dutch auction issuer tender offer at a price of $29.50 to $31.50 followed by a reverse split to cash out small shareholders at the same price does not provide fair value for shareholders. On November 10, 2004, we offered to pay $33.00 per share for all shares of Wells in order to provide a more attractive alternative to all shareholders. We hereby increase our offer to $35.00 per share for all shares of Wells subject only to regulatory approval. In addition, we would be willing to consider negotiating a price in excess of $35.00 per share after conducting due diligence. Once again, we urge the board or any independent committee thereof to give this matter serious consideration. In the event the board does not respond to our offer nor agree to put our proposal to a shareholder vote, we will consider taking further action including seeking to elect directors to the board. Very truly yours, Phillip Goldstein President Kimball & Winthrop, Inc. General Partner Contact: Phillip Goldstein, Opportunity Partners L.P. at (914) 747-5262 -----END PRIVACY-ENHANCED MESSAGE-----