-----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, O9jPqMcIqKCFavi+ua9C6MMX9OxPceYOtV2rIqF/q81symy2sF/RHS6rspuwdwYU kj3+jYkkXikkMQrRyaYm/w== 0000946275-01-000195.txt : 20010410 0000946275-01-000195.hdr.sgml : 20010410 ACCESSION NUMBER: 0000946275-01-000195 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010406 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-25342 FILM NUMBER: 1597116 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 DEFA14A 1 0001.txt FORM DEFA14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material pursuant to Rule 14a-12 Wells Financial Corp. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) - -------------------------------------------------------------------------------- Payment of filing fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- (5) Total fee paid: - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement no.: - -------------------------------------------------------------------------------- (3) Filing Party: - -------------------------------------------------------------------------------- (4) Date Filed: - -------------------------------------------------------------------------------- For Immediate Release Contact: James D. Moll April 6, 2001 (507) 553-3151 Proxy Firm Backs Board of Wells Financial Corp. Regarding Dissidents' Shareholder Proposal In a report released yesterday, Institutional Shareholder Services (ISS), an independent proxy advisory firm, recommended that Wells Financial Corp.'s shareholders vote against a non-binding dissident shareholder proposal that calls for the Company to solicit offers for the immediate sale of the Company. During 2000, current and former members of the dissident group, known as the PL Capital Group, made offers to acquire the Company at a price of $15.00 to $17.00 per share. After obtaining an independent valuation, Wells' Board of Directors rejected these offers, in addition to another slightly higher offer from an out of state financial institution. These offers were rejected because they were lower than the financial advisor's independent valuation of Wells. In support of Wells Financial Corp.'s opposition to the shareholder proposal, ISS states in their report, "We agree with management, in fact, that the board has an obligation to sell only at a fair price, and we further agree that the board must play a crucial role in determining what constitutes fair value and what offers, if any, should be forwarded to shareholders for a vote." Lawrence H. Kruse, CEO of Wells commented: "We are pleased that ISS clearly and unequivocally endorsed our position regarding the dissidents' fire-sale proposal." Mr. Kruse noted the following ISS comments in recommending rejection of the dissidents' proposal: ". . . Wells Financial does not fit the profile of an entrenched management team committed to remaining in office notwithstanding the cost to shareholders." "Management took the important step of engaging the bidders in a dialogue . . ." ". . . reflects a commitment to fair consideration of the issues that is commendable and generally reflective of management that is attuned to shareholder interests." Kruse concluded: "We urge all Wells shareholders to vote in favor of the Board of Directors' experienced nominee and against the dissident's fire-sale proposal. The Board remains committed to acting in the best interest of, and enhancing value for, all Wells shareholders." Wells Financial Corp. has obtained the consent of Institutional Shareholder Services to use the portions of their report cited above. -----END PRIVACY-ENHANCED MESSAGE-----