-----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, ByNRZE1OikCG/EZQrgQkk7guCqevKPIB0ea/v3b5Fw4WQvfgh/2mo4+CGnn7RUL8 mA2ccKPr1KXyy7mdOnZbrg== 0000896017-04-000029.txt : 20041123 0000896017-04-000029.hdr.sgml : 20041123 20041123083441 ACCESSION NUMBER: 0000896017-04-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 GROUP MEMBERS: ANDREW DAKOS 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: 1934 Act SEC FILE NUMBER: 005-45455 FILM NUMBER: 041162316 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: OPPORTUNITY PARTNERS L P CENTRAL INDEX KEY: 0000896017 IRS NUMBER: 113132092 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLESANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 wefcschedthirdtwo.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/19/04 1. NAME OF REPORTING PERSON Opportunity Partners L.P., Full Value Partners L.P. and affiliated entities. 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 91,203 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 100,898 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 100,898 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.64% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ This statement constitutes amendment No.2 to the Schedule 13D filed on November 10, 2004. Except as specifically set forth herein, the Schedule 13D remains unmodified. Item 7 is amended as follows: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Copy of Press Release issued on 11/19/04. 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. Dated: 11/23/04 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /s/ Andrew Dakos Name: Andrew Dakos Exhibit 1 Copy of Press Release Opportunity Partners Commits to Pursue Acquisition of Wells Financial Corp. Pleasantville, New York, Nov. 19 (Business Wire) - Phillip Goldstein, a principal of Opportunity Partners L.P. (the "Partnership") announced today that it is committed to pursuing its offer to acquire all shares of Wells Financial Corp. ("Wells") (Nasdaq: WEFC) for $35 per share. Mr. Goldstein stated: "We are disappointed that the board of directors of Wells has summarily rejected our superior offer and instead elected to close its own inferior Dutch auction issuer tender offer at a price of $29.50 to $31.50 followed by a reverse stock split to cash out small stockholders at the same price. We question whether the board is fulfilling its fiduciary duty to stockholders by cashing them out at an unfair price. We are not tendering our shares to Wells and we strongly recommend that other stockholders not tender their shares." In connection with its commitment to pursue its offer, the Partnership will consider conducting a tender offer, obtaining a stockholder vote on its offer, seeking to elect directors and initiating legal action. Contact: Phillip Goldstein, Opportunity Partners L.P. at (914) 747-5262 -----END PRIVACY-ENHANCED MESSAGE-----