0000946275-15-000110.txt : 20150630 0000946275-15-000110.hdr.sgml : 20150630 20150630145717 ACCESSION NUMBER: 0000946275-15-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150630 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-87922 FILM NUMBER: 15961169 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 8-K 1 f8k_063015-0129.htm FORM 8-K - WELLS FINANCIAL CORP. f8k_063015-0129.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported)
June 30, 2015
 
     

Wells Financial Corp.
(Exact name of registrant as specified in its charter)

Minnesota
 
333-202694
 
41-1799504
 
(State or other jurisdiction
 
(Commission File
 
(IRS Employer
 
of incorporation)
 
Number)
 
Identification No.)
 

53 First Street, S.W., Wells, Minnesota
 
56097
 
(Address of principal executive offices)
 
(Zip Code)
 

Registrant's telephone number, including area code:
(507) 553-3151
 
     
 

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).





 
 

 

WELLS FINANCIAL CORP.

INFORMATION TO BE INCLUDED IN THE REPORT

Section 8 – Other Events

Item 8.01.  Other Events.

On June 30, 2015, Wells Financial Corp. (“Wells”), the holding company for Wells Federal Bank, issued a press release announcing the completion of its stock offering in connection with the conversion and merger of St. James Federal Savings and Loan Association with and into Wells Federal Bank.  The press release is furnished as Exhibit 99.1 to this report.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)     Exhibits.  The following exhibits are furnished with this report.

          Exhibit 99.1 – Press Release dated June 30, 2015



 
 

 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


       
WELLS FINANCIAL CORP.
 
         
Date:
June 30, 2015
 
By:
/s/ James D. Moll 
       
James D. Moll
       
President and Chief Executive Officer
       
(Duly Authorized Representative)



EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE ex99-1.htm
 FOR IMMEDIATE RELEASE
 
Contact:
 
James D. Moll
President and Chief Executive Officer
Wells Financial Corp.
(507) 553-3151

WELLS FINANCIAL CORP. ANNOUNCES COMPLETION OF
CONVERSION MERGER OFFERING

Wells, Minnesota, June 30, 2015 — Wells Financial Corp. (“Wells”) (OTCQB: “WEFP”), the holding company for Wells Federal Bank, today announced that it had completed the offering of its common stock in connection with the conversion and merger of St. James Federal Savings and Loan Association (“St. James”) with and into Wells Federal Bank.  Wells has received orders for common stock at just below the midpoint of the offering range.  The conversion merger was approved by the members of St. James at the special meeting held on June 19, 2015.  The completion of the conversion merger remains subject to the expiration of required waiting periods, final regulatory approvals and customary closing conditions.  Assuming satisfaction of these conditions, Wells anticipates closing the conversion merger and offering in mid to late July.

About Wells Financial Corp.

Wells Financial Corp. is the bank holding company for Wells Federal Bank, a Minnesota-chartered, FDIC-insured bank.  Wells Federal Bank, originally chartered in 1934, operates from eight full-service offices in Faribault, Blue Earth, Nicollet, Freeborn and Steele Counties, Minnesota.
 

  About St. James Federal Savings and Loan Association

St. James Federal Savings and Loan Association, a federally-chartered, FDIC-insured mutual savings association, is a community-oriented financial institution operating from its sole office in St. James in Watonwan County, Minnesota.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, relating to present or future trends or factors affecting the bank industry and, specifically, the financial operations, markets and products of Wells and St. James.  Forward-looking statements are typically identified by words such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “will,” “should,” “project,” “goal,” and other similar words and expressions.  These forward-looking statements involve certain risks and uncertainties.  In addition to factors identified elsewhere in this press release, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and
 
 
 
 

 
 
meet other closing conditions to the conversion merger, including approval by the members of St. James, on the expected terms and schedule; delay in closing the conversion merger, difficulties and delays in integrating the respective businesses of Wells and St. James or fully realizing expected cost savings and other expected benefits; business disruption following the conversion merger; economic conditions and the impact, extent and timing of technological changes, capital management activities, and other actions of the FDIC and Federal Reserve Board and legislative and regulatory actions and reforms.  Wells and St. James undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

Other Information

Wells has filed a registration statement relating to the shares of common stock with the Securities and Exchange Commission.  This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.  The offer is made only by means of the written prospectus forming a part of the registration statement.  Investors are urged to read the prospectus and other documents filed by Wells Financial Corp. with the SEC because they contain important information.  These documents may be obtained free of charge at the SEC’s website www.sec.gov or from the Stock Information Center.

The shares of common stock of Wells are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

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