-----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, MZMUGVQV0rJaYv+BH+gfMJWpBZUo4x6DgqnFVoa1mnZAv4RSr2oz4rDud5twncW1 Xn0AeyEuie1FdKbhfDP+Ww== 0000897069-01-000059.txt : 20010205 0000897069-01-000059.hdr.sgml : 20010205 ACCESSION NUMBER: 0000897069-01-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010201 GROUP MEMBERS: FINANCIAL EDGE FUND L P GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: JOHN M. MORRISON GROUP MEMBERS: JOHN WM. PALMER GROUP MEMBERS: KURT R. WEISE GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: RICHARD J. LASHLEY 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: SEC FILE NUMBER: 005-45455 FILM NUMBER: 1521433 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: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2015 SPRING ROAD STREET 2: SUITE 290 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 3126633458 MAIL ADDRESS: STREET 1: 440 S LASALLE ST STREET 2: ONE FINANCIAL PL SUITE 1021 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT NO 2 CUSIP No. 949759104 Page 1 of 23 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 WELLS FINANCIAL CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 949759104 (CUSIP Number) Mr. Phillip Goldberg Foley & Lardner One IBM Plaza Suite 3300 330 North Wabash Avenue Chicago, IL 60611-3608 (312) 755-2579 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 29, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 949759104 Page 2 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 66,720 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 66,720 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,720 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 3 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge-Strategic Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 8,000 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 8,000 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 4 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON PL Capital, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 5 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON John Wm. Palmer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 6 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON Richard J. Lashley - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 7 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON John M. Morrison - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 8 of 23 Pages ================================================================================ 1 NAME OF REPORTING PERSON Kurt R. Weise - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,310 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 1,310 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,310 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 9 of 23 Pages Item 1. Security and Issuer This Schedule 13D is being filed jointly by: Financial Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"); Financial Edge-Strategic Fund, LP, a Delaware limited partnership ("Financial Edge Strategic"); PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund and Financial Edge Strategic ("PL Capital"); John Wm. Palmer; Richard J. Lashley; John M. Morrison; and Kurt R. Weise. All of the filers of this Schedule 13D are collectively the "Group," except that as of the date of this Schedule 13D, Mr. Morrison has sold all of his shares of Common Stock and is no longer a member of the Group. This filing amends that certain 13D filed by the Group on July 10, 2000, as previously amended (the "Original 13D"), and incorporates by reference all information from that filing except as otherwise modified or amended herein. This Schedule 13D relates to the common stock ("Common Stock") of Wells Financial Corp. (the "Company" or "Wells Financial"). The address of the principal executive offices of the Company is 53 First Street SW, Wells, Minnesota 56097. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by Mr. Palmer and Mr. Lashley, which include shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and PL Capital, in Mr. Palmer's and Mr. Lashley's capacities as Managing Members of PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic. This statement is filed by Financial Edge Fund, Financial Edge Strategic and PL Capital, each of which is a Delaware corporation, with respect to the shares of Common Stock held by each of them. The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, Mr. Palmer and Mr. Lashley is 2015 Spring Road, Suite 290, Oak Brook, Illinois 60523. The principal employment of Mr. Palmer and Mr. Lashley is providing investment banking and investment management services in the banking and financial services sector. Financial Edge Fund, Financial Edge Strategic and PL Capital are engaged in the same business, through Mr. Lashley and Mr. Palmer. This statement is filed by Mr. John M. Morrison with respect to the shares of Common Stock beneficially owned by Mr. Morrison. Mr. Morrison resides at 3093 Fort Charles Drive, Naples, Florida. Mr. Morrison is principally engaged in the ownership and management of various investments and entities, the majority of which are concentrated in the banking and financial services sector. This statement is filed by Mr. Kurt R. Weise, an individual, with respect to the shares of Common Stock beneficially owned by Mr. Weise. The business address of Mr. Weise is The Colonnade, 5500 Wayzata Blvd., Suite 145, Golden Valley, MN 55416. Mr. Weise is principally engaged in banking and investment management. CUSIP No. 949759104 Page 10 of 23 Pages (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) All of the individuals who are members of the Group are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The aggregate of Common Stock held by the Group is 105,120 shares, acquired at an aggregate cost of $1,391,501. The amount of funds expended to date by Financial Edge Fund to acquire the 66,720 shares of Common Stock it holds in its name is $919,191. Such funds were provided in part from Financial Edge Fund's available capital and, from time to time, in part by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business. The amount of funds expended to date by Financial Edge Strategic to acquire the 8,000 shares of Common Stock it holds in its name is $90,240. Such funds were provided in part from Financial Edge Strategic's available capital and, from time to time, in part by margin account loans from subsidiaries of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), extended in the ordinary course of business. The amount of funds expended to date by PL Capital to acquire the 29,090 shares of Common Stock held in its name is $364,697. Such funds were provided from PL Capital's working capital and, from time to time, in part by margin account loans from subsidiaries of McDonald Investments, extended in the ordinary course of business. The amount of funds expended to date by Mr. Weise to acquire the 1,310 shares of Common Stock he holds in his name is $17,398. Such funds were provided from Mr. Weise's personal funds. All purchases of Common Stock made by members of the Group using funds borrowed from Bear Stearns and DLJ, if any, were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such CUSIP No. 949759104 Page 11 of 23 Pages loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock through the assertion of shareholder rights and influencing the policies of Wells Financial. The Original 13D contains detail regarding certain activities undertaken by the Group as previously constituted. On January 26, 2001 Mr. Morrison completely sold his holdings of Common Stock. The Common Stock previously owned by Mr. Morrison was acquired by Financial Edge Fund and Mr. Weise. On December 18, 2000, Mr. Palmer sent a letter to Wells Financial demanding, among other things, the stockholder list of the Company. A copy of that letter is attached as Exhibit 2. On January 4, 2001, the Company provided PL Capital with the stockholder list and certain other requested items. A copy of that letter is attached as Exhibit 3. PL Capital and Mr. Weise are currently evaluating such information with respect to pursuing a possible solicitation of proxies at the Company's upcoming 2001 Annual Meeting. Members of the Group plan to contact certain of Wells's shareholders to discuss their views regarding the Company and its performance. Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current intention to do so. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item (4) of Schedule 13D. Members of the Group reserve the right, at any time and from time to time, to review or reconsider their positions and formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 1,254,332, reported as the number of outstanding shares as of November 6, 2000, on a Form 10-Q dated November 6, 2000 and as of December 31, 2000 in a press release dated January 16, 2001. Except as noted below, all purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq National Market System. (A) Financial Edge Fund (a)-(b) See cover page. CUSIP No. 949759104 Page 12 of 23 Pages (c) Financial Edge Fund has made the following transactions in the Common Stock in the last 60 days: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share Total Cost($) - -------------------------------------------------------------------------------- 1/26/01 51,000 14.50 739,500 - -------------------------------------------------------------------------------- (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock. (B) Financial Edge Strategic (a)-(b) See cover page. (c) Financial Edge Strategic has made no transactions in the Common Stock in the last 60 days. (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock. (C) PL Capital (a)-(b) See cover page. (c) PL Capital has made no transactions in the Common Stock in the last 60 days. (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital, including the voting and disposition of shares of Common Stock held in the name of PL Capital. (D) Mr. John Palmer (a)-(b) See cover page. (c) Mr. Palmer has made no transactions in the Common Stock directly. CUSIP No. 949759104 Page 13 of 23 Pages (E) Mr. Richard Lashley (a)-(b) See cover page. (c) Mr. Lashley has made no purchases of Common Stock directly. (F) Mr. John M. Morrison (a)-(b) See cover page. (c) Mr. Morrison has made the following transactions in the Common Stock in the last 60 days: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share Total Cost($) - -------------------------------------------------------------------------------- 1/26/01 (810) 14.50 11,745 - -------------------------------------------------------------------------------- 1/26/01 (51,000) 14.50 739,500 - -------------------------------------------------------------------------------- (d) N/A. (e) On January 26, 2001, Mr. Morrison ceased to be the beneficial owner of more than five percent of the Common Stock and is no longer a member of the Group. (G) Mr. Kurt R. Weise (a)-(b) See cover page. (c) Mr. Weise has made the following transactions in the Common Stock in the last 60 days: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share Total Cost($) - -------------------------------------------------------------------------------- 1/26/01 810 14.50 11,745 - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits, as described below. With respect to shares of Common stock held by the Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. CUSIP No. 949759104 Page 14 of 23 Pages Item 7. Material to be Filed as Exhibits No. Description --- ----------- 1 Joint Filing Agreement 2 Letter dated December 18, 2000 from PL Capital to Wells Financial 3 Letter dated January 4, 2001 from Wells Financial to PL Capital CUSIP No. 949759104 Page 15 of 23 Pages SIGNATURES 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. Date: January 30, 2001 FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ John M. Morrison John M. Morrison By: /s/ Kurt R. Weise Kurt R. Weise EX-99.1 2 0002.txt JOINT FILING AGREEMENT CUSIP No. 949759104 Page 16 of 23 Pages EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: January 30, 2001 FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ John M. Morrison John M. Morrison By: /s/ Kurt R. Weise Kurt R. Weise EX-99.2 3 0003.txt LETTER CUSIP No. 949759104 Page 17 of 23 Pages EXHIBIT 2 [ON PL CAPITAL LETTERHEAD] December 18, 2000 Mr. Lawrence Kruse Chairman Wells Financial Corp. 53 First Street, S.W. P.O. Box 310 Wells, MN 56097 Re: Demand For Stock Ledger, Stockholder List and Books and Records --------------------------------------------------------------- Dear Mr. Kruse: Pursuant to the applicable provisions of Minnesota law, the undersigned hereby demands an opportunity to inspect during normal business hours the stock ledger, current list of the stockholders (in alphabetical order, setting forth the name and address of each stockholder and the number of shares registered in the name of each such stockholder, as of the most recent date available), and books and records of Wells Financial Corp. ("Wells"), and an opportunity to make copies of or extracts from such documents. PL Capital, LLC ("PL Capital") hereby certifies to Wells that PL Capital is the record owner of 100 shares of common stock of Wells, as evidenced by the enclosed copy of stock certificate #WFC2410. In connection with the foregoing demand, PL Capital further demands the opportunity to inspect and copy the following, updated as of the date of this letter, all of which should be in the possession of Wells or one of its agents: 1. All daily stock transfer sheets showing changes in the stockholder list referred to in the preceding paragraph which are in or come into the possession of Wells or the transfer agent(s) for the common stock of Wells beginning the day following the date of such list. 2. All information in Wells' possession and/or subject to its direction or control and/or which can be obtained from nominees of any central depository system relating to the breakdown of all brokerage and financial institutions holding shares for their customers in street name and a breakdown of holdings which appear on the corporate stock ledger under the names of any central depository system (e.g., Cede & Co.). 3. A list of the names, addresses and securities positions of non-objecting beneficial owners and acquiescing beneficial owners obtained by Wells from brokers and dealers pursuant to the applicable rules promulgated under the Securities Exchange Act of CUSIP No. 949759104 Page 18 of 23 Pages 1934, as amended. If such list is not available as of a recent date, such list should be requested. 4. A list of the names and addresses of employee participants in any stock ownership plan of Wells as of the date of the stockholder list. 5. The Pershing/DLJ omnibus proxy list. 6. The Philadep omnibus proxy list. 7. Any other omnibus proxies produced by ADP for client banks or brokers, listing among other things any respondent positions. 8. Any omnibus proxy produced by Bank of New York, or any other bank or broker, listing among other things any respondent positions. 9. Any record date information provided by ADP relative to shares held for their clients, and the number of holders at each of their client firms holding shares of Wells. 10. All minutes or other records of any meeting or any action or discussion at any meeting of the Board of Directors or a committee of the Board of Directors relating in any way to the election of directors at the 2001 Annual Meeting of Stockholders (including, without limitation, any recommendations or communications to or from stockholders regarding director nominations or election of directors). 11. Financial records of Wells, Wells Federal Bank, FSB and all other subsidiaries, including the most recent month end general ledger and consolidating financial statements and related schedules. 12. All documents constituting, referring to or relating to any amendments to the Bylaws or Articles of Incorporation of Wells proposed or approved within the past two years. PL Capital further demands that modifications of, additions to or deletions from, any and all information referenced above subsequent to the date of the stockholder list referred to above be furnished to PL Capital as and when the same becomes available to Wells or its agents or representatives. In the event any or all of the information encompassed by this demand is available in the form of computer tape or other medium suitable for use by computer or word processor, PL Capital demands inspection and copying of such computer tape or other medium as well as any program, software, manual or other instructions necessary for the practical use of such information. Winthrop & Weinstine, P.A., which is acting as counsel to PL Capital, or its designated agent, is authorized to make the above-referenced inspection and receive copies on PL Capital's behalf pursuant to the Power of Attorney attached hereto. CUSIP No. 949759104 Page 19 of 23 Pages PL Capital will bear the reasonable costs incurred by Wells (including those of its transfer agent(s)) in connection with the production of the information with regard to which demand is made herein. The purpose for requesting such inspection and copying are to communicate with stockholders regarding the opportunities for Wells to maximize stockholder value (including, without limitation, the pursuit of a possible business combination) and to facilitate a possible solicitation of proxies in connection with the 2001 Annual Meeting of Stockholders. Under applicable Minnesota law, Wells is required to respond to this request within five (5) business days after receiving this letter. Please advise John Palmer or Richard Lashley of PL Capital (telephone: 630-928-0231; fax: 630-928-0232) or PL Capital's counsel, Mr. Thomas Puff, Winthrop & Weinstine, 3000 Dain Rauscher Plaza, Minneapolis, MN 55402 (telephone: 612-347-0634) as to when the items sought will be made available, and in what form. Very truly yours, /s/ John W. Palmer John W. Palmer Managing Member PL Capital, LLC CUSIP No. 949759104 Page 20 of 23 Pages STATE OF ILLINOIS ) COUNTY OF DUPAGE ) ss: ) John W. Palmer, having been first duly sworn according to law, did depose, swear and say that he is authorized to execute the foregoing Demand for Stock Ledger, Stockholder List and Books and Records and to make the demands, designations, authorizations and representations contained therein, and that the matters contained in the foregoing Demand for Stock Ledger, Stockholder List and Books and Records are true and correct. Sworn to and subscribed before me by John W. Palmer this 19th day of December, 2000. /s/ Robin L. Remer Notary Public My Commission Expires: 02/11/2002 CUSIP No. 949759104 Page 21 of 23 Pages POWER OF ATTORNEY ----------------- STATE OF ILLINOIS ) COUNTY OF DUPAGE ) ss: ) I, John W. Palmer, do hereby make, constitute and appoint the law firm of Winthrop & Weinstine, P.A., or any of its designated agents, to act on my behalf, to inspect and receive copies of the stockholder records of Wells Financial Corp. requested in the accompanying demand. By: /s/ John W. Palmer John W. Palmer Sworn to and subscribed before me by John W. Palmer this 19th day of December, 2000. /s/ Robin L. Remer Notary Public My Commission Expires: 02/11/2002 EX-99.3 4 0004.txt LETTER CUSIP No. 949759104 Page 22 of 23 Pages EXHIBIT 3 [ON WELLS FINANCIAL CORP. LETTERHEAD] January 4, 2001 John W. Palmer Managing Member PL Capital, LLC 2015 Spring Road Oak Brook, Illinois 60523 Dear Mr. Palmer In response to your letter received by us on December 20, 2000, we are enclosing the following: 1. a copy of the share register of Wells Financial Corp. (the "Company"); 2. records of all proceedings of the Company's shareholders for the last three years; 3. records of all proceedings of the Company's board for the last three years; 4. the Company's articles of incorporation and all amendments currently in effect; 5. the Company's bylaws and all amendments currently in effect; and 6. financial statements required by Section 302A.463 of the Minnesota Business Corporation Act and the financial statement for the most recent interim period prepared in the course of the operation of the Company for distribution to the Company's shareholders or to a governmental agency as a matter of public record. The Company does not in the ordinary course obtain daily transfer sheets or have in its possession current lists responsive to items 2, 3, 5 or 6 of your letter or omnibus proxies or record date information responsive to items 7 through 9 of your letter. We are providing the above records in response to your request and would remind you that under Minnesota law you can only use the enclosed records for a proper purpose. Very truly yours, Lawrence H. Kruse President and Chairman CUSIP No. 949759104 Page 23 of 23 Pages cc: David M. Vander Haar, Esq. John M. Morrison Kurt Weise -----END PRIVACY-ENHANCED MESSAGE-----