EX-99 4 ex99-3.txt EXHIBIT 99.3 (A)(3) - NOTICE WELLS FINANCIAL CORP. NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK This notice of guaranteed delivery, or one substantially in the form hereof, must be used to accept the tender offer by Wells Financial Corp., and if: o certificates evidencing shares of common stock, $.10 par value per share, of Wells Financial Corp. are not immediately available or cannot be delivered to the depositary before the expiration date; or o time will not permit all required documents, including a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), and any other required documents, to reach the depositary prior to the expiration date (as defined in the offer to purchase). This notice of guaranteed delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the depositary. See section 2 of the offer to purchase. The Depositary for the offer is: REGISTRAR AND TRANSFER COMPANY By Mail or Overnight Courier: For Assistance: By Hand: Registrar and Transfer Company (800) 368-5948 c/o The Depository Trust Co. 10 Commerce Drive Transfer Agent Drop Cranford, New Jersey 07016-3572 55 Water Street, 1st Floor New York, New York 10041 By Facsimile: (908) 497-2311 (For Eligible Institutions Only) For this notice to be validly delivered, it must be received by the depositary at one of the above addresses before the offer expires. Delivery of this notice to another address will not constitute a valid delivery. Deliveries to Wells Financial Corp. or the information agent will not be forwarded to the depositary and will not constitute a valid delivery. This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the offer to purchase) under the instructions to the letter of transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal. Page -1- NOTICE OF GUARANTEED DELIVERY By signing this notice of guaranteed delivery, you tender to Wells Financial Corp. at the price per share indicated in this notice of guaranteed delivery, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal, receipt of which you hereby acknowledge, the number of shares specified below pursuant to the guaranteed delivery procedure described in Section 2 of the offer to purchase. Number of shares to be tendered: ___________________ shares. PRICE AT WHICH YOU ARE TENDERING (SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL) You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered. SHARES TENDERED AT A PRICE DETERMINED BY YOU: By checking one of the following boxes below instead of the box under "Shares tendered at a price determined pursuant to the offer," you are tendering shares at the price checked. This action could result in none of your shares being purchased, if the purchase price selected by Wells Financial Corp. for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate letter of transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price. PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED [ ] $29.50 [ ] $30.25 [ ] $31.00 [ ] $29.75 [ ] $30.50 [ ] $31.25 [ ] $30.00 [ ] $30.75 [ ] $31.50 OR SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER: [ ] By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Wells Financial Corp. in accordance with the terms of the offer. This action will maximize the chance of having Wells Financial Corp. purchase your shares (subject to the possibility of proration). Note this action could result in your receiving a price per share as low as $29.50. Page -2- ODD LOTS (SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL) Complete this section only if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of fewer than 100 shares and are tendering all of your shares. You either (check one box): [ ] are the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or [ ] are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. CONDITIONAL TENDER (SEE INSTRUCTION 15 TO THE LETTER OF TRANSMITTAL) You may condition your tender of shares on Wells Financial Corp. purchasing a specified minimum number of your tendered shares, all as described in Section 5 of the offer to purchase. Unless the minimum number of shares you indicate below is purchased by Wells Financial Corp. in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. [ ] The minimum number of shares that must be purchased, if any are purchased, is: ____________ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Wells Financial Corp. may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: [ ] The tendered shares represent all shares held by me. Signature(s):___________________________________________________________________ Name(s) of Record Holder(s): ___________________________________________________ (Please Type or Print) Certificate Nos.: ______________________________________________________________ Address:________________________________________________________________________ (Zip Code) Daytime Area Code and Telephone No.:____________________________________________ Date: _________ __, 2004 Page -3- GUARANTEE OF DELIVERY (NOT TO BE USED FOR A SIGNATURE GUARANTEE.) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of1934, as amended (each of the foregoing constituting an "eligible institution"),guarantees the delivery to the depositary of the shares tendered, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), and any other required documents, all within three (3) NASDAQ trading days, after the date of receipt by the depositary of this notice of guaranteed delivery. The eligible institution that completes this form must communicate the guarantee to the depositary and must deliver the letter of transmittal and certificates representing shares to the depositary within the time period set forth in the offer to purchase. Failure to do so could result in a financial loss to the eligible institution. Name of Firm: __________________________________________________________________ Address: _______________________________________________________________________ Area Code and Telephone Number: ________________________________________________ Authorized Signature Name: _____________________________________________________ Please Print Name: _____________________________________________________________ Title: _________________________________________________________________________ Date: __________________________, 2004. NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL. Page -4-