-----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, NK9qHYMS1O4dbHq0t3d0PCmrRBCnlVdxdIN+Gt3It9tSglzlzYF2FF6JhEZzR25h b9RW1PyLPiR73vtB2F2uGA== 0000946275-04-001106.txt : 20041122 0000946275-04-001106.hdr.sgml : 20041122 20041122110026 ACCESSION NUMBER: 0000946275-04-001106 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 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 TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45455 FILM NUMBER: 041159606 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: 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 TO-I/A 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 SC TO-I/A 1 sctoia_112204-0129.txt AMENDMENT #7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) WELLS FINANCIAL CORP. ---------------------------- (Name of Subject Company) WELLS FINANCIAL CORP. ------------------------------------- (Name of Filing Persons -- Offeror) COMMON STOCK, PAR VALUE $.10 PER SHARE ---------------------------------------- (Title of Class of Securities) 949759 10 4 -------------------------------------- (CUSIP Number of Class of Securities) Mr. Lonnie R. Trasamar President and Chief Executive Officer 53 First Street, S.W., Wells, Minnesota, 56097 (507) 553-3151 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copies to: John J. Spidi, Esq. Joan S. Guilfoyle, Esq. Malizia Spidi & Fisch, PC 1100 New York Avenue, N.W. Suite 340 West Washington, D.C. 20005 (202) 434-4660 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]. SCHEDULE TO/SCHEDULE 13E-3 This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO dated September 28, 2004, as amended (the "Schedule TO"), and the Schedule 13E-3 Transaction Statement dated September 28, 2004, as amended (the "Schedule 13E-3"), relating to an issuer tender offer and possible going private transaction by Wells Financial Corp., a Minnesota corporation (the "Company"), to purchase up to 150,000 shares of its common stock, par value $0.10 per share. The Company is offering to purchase these shares at a price not greater than $31.50 nor less than $29.50 per share, net to the seller in cash, without interest, as specified by stockholders tendering their shares. The Company's tender offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2004, and the related Letter of Transmittal, as amended or supplemented from time to time, and the Supplement to the Offer to Purchase dated November 2, 2004, which together constitute the tender offer, and copies of which were attached as Exhibits to the Schedule TO, as amended. "Item 12. Exhibits" of the Schedule TO is hereby amended as follows: ITEM 12. EXHIBITS. (a)(13) Text of Press Release issued by the Company dated November 22, 2004. -2- SIGNATURES After due 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: November 22, 2004 WELLS FINANCIAL CORP. By: /s/James D. Moll --------------------------------- James D. Moll Chief Financial Officer EX-99 2 ex99.txt (A)13 TEXT OF PRESS RELEASE EXHIBIT (a)(13) PRESS RELEASE Wells Financial Corp. Contact: Lonnie R. Trasamar Wells Federal Bank President and 53 First Street, S.W. Chief Executive Officer Wells, Minnesota 56097 (507) 553-3151 For Immediate Release November 22, 2004 WELLS FINANCIAL CORP. ANNOUNCES EXTENSION OF MODIFIED DUTCH AUCTION TENDER OFFER WELLS, MINNESOTA, November 22, 2004 - Wells Financial Corp. (the "Company") (Nasdaq National Market "WEFC") President and Chief Executive Officer, Mr. Lonnie R. Trasamar, today announced that the Company has extended the expiration date of its modified Dutch auction issuer tender offer for up to 150,000 shares of its common stock previously announced on September 28, 2004, until 5:00 p.m., New York City time, on Friday, December 3, 2004. The Company's offer was previously scheduled to expire at 5:00 p.m., New York City time, on November 19, 2004. As of November 17, 2004, the latest date for which information was available, approximately 164,000 shares of common stock had been tendered and deposited in the offer. It is possible, however, that additional shares may have been tendered or withdrawn between November 17, 2004, and 5:00 p.m. on November 19, 2004, but such information was not available to the Company at the time of this Release. While the terms of the offer remain the same, further extensions to the offer expiration date may be necessary. Mr. Trasamar stated that the Company is extending the offer at this time so that the Board of Directors can consider whether additional information relating to the offer should be disseminated to the Company's stockholders. Persons with questions regarding the offer and requests for documentation should be made to the Information Agent for the offer, D.F. King & Co., Inc., at (800) 347-4750. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH STOCKHOLDER'S SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. Wells Financial Corp. is the holding company of Wells Federal Bank, a federally chartered savings bank headquartered in Wells, Minnesota. The Bank's deposits are federally insured by the Federal Deposit Insurance Corporation ("FDIC"). The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially and, therefore, readers should not place undue reliance on any forward-looking statements. Wells Financial Corp. does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. -----END PRIVACY-ENHANCED MESSAGE-----