-----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, DgOIOan1N+CMX1Eb+1neIk5E/eiiOnpAgSlYT4zfNeKnhWA1ock0DWnEhMuLYXl/ k/acfvvmTxjifDbycue8pg== 0000897069-01-000129.txt : 20010223 0000897069-01-000129.hdr.sgml : 20010223 ACCESSION NUMBER: 0000897069-01-000129 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010214 GROUP MEMBERS: FINANCIAL EDGE FUND L P GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: GARY D. PIHLSTROM GROUP MEMBERS: JOHN WM. PALMER GROUP MEMBERS: KURT R. WEISE GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: RICHARD J. LASHLEY 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: SEC FILE NUMBER: 005-45455 FILM NUMBER: 1542524 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: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2015 SPRING ROAD STREET 2: SUITE 290 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 3126633458 MAIL ADDRESS: STREET 1: 440 S LASALLE ST STREET 2: ONE FINANCIAL PL SUITE 1021 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT NO 3 CUSIP No. 949759104 Page 1 of 27 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 WELLS FINANCIAL CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 949759104 (CUSIP Number) Mr. Phillip Goldberg Foley & Lardner One IBM Plaza Suite 3300 330 North Wabash Avenue Chicago, IL 60611-3608 (312) 755-2579 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 14, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 949759104 Page 2 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 66,720 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 66,720 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,720 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 3 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge-Strategic Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 8,000 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 8,000 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 4 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON PL Capital, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 949759104 Page 5 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON John Wm. Palmer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 6 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Richard J. Lashley - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 103,810 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 103,810 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 7 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Gary D. Pihlstrom - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 100 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 100 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 8 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Kurt R. Weise - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)[ ] - -------------------------------------------------------------------------------- 3 OTS USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,310 ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 1,310 REPORTING ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,310 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES || - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 949759104 Page 9 of 27 Pages Item 1. Security and Issuer This Schedule 13D is being filed jointly by: Financial Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"); Financial Edge-Strategic Fund, LP, a Delaware limited partnership ("Financial Edge Strategic"); PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund and Financial Edge Strategic ("PL Capital"); John Wm. Palmer; Richard J. Lashley; Gary D. Pihlstrom; and Kurt R. Weise. All of the filers of this Schedule 13D are collectively the "Group," except that as of the date of this Schedule 13D, Mr. Weise is no longer a member of the Group. This filing amends that certain 13D earlier filed by the Group, as previously amended (the "Original 13D"). This Schedule 13D relates to the common stock ("Common Stock") of Wells Financial Corp. (the "Company" or "Wells Financial"). The address of the principal executive offices of the Company is 53 First Street SW, Wells, Minnesota 56097. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by Mr. Palmer and Mr. Lashley, which include shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, and PL Capital, in Mr. Palmer's and Mr. Lashley's capacities as Managing Members of PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic. This statement is filed by Financial Edge Fund, Financial Edge Strategic and PL Capital, each of which is a Delaware corporation, with respect to the shares of Common Stock held by each of them. The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, Mr. Palmer and Mr. Lashley is 2015 Spring Road, Suite 290, Oak Brook, Illinois 60523. The principal employment of Mr. Palmer and Mr. Lashley is providing investment banking and investment management services in the banking and financial services sector. Financial Edge Fund, Financial Edge Strategic and PL Capital are engaged in the same business, through Mr. Lashley and Mr. Palmer. This statement is filed by Mr. Kurt R. Weise, an individual, with respect to the shares of Common Stock beneficially owned by Mr. Weise. The business address of Mr. Weise is The Colonnade, 5500 Wayzata Blvd., Suite 145, Golden Valley, MN 55416. Mr. Weise is principally engaged in banking and investment management. This statement is filed by Mr. Pihlstrom, an individual, with respect to the shares of Common Stock beneficially owned by him. The business address of Mr. Pihlstrom is The Colonnade, 5500 Wayzata Blvd., Suite 145, Golden Valley, MN 55416. Mr. Pihlstrom is principally self-employed as an attorney. CUSIP No. 949759104 Page 10 of 27 Pages (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) All of the individuals who are members of the Group are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The aggregate of Common Stock held by the Group is 103,910 shares, acquired at an aggregate cost of $1,375,853. The amount of funds expended to date by Financial Edge Fund to acquire the 66,720 shares of Common Stock it holds in its name is $919,191. Such funds were provided in part from Financial Edge Fund's available capital and, from time to time, in part by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business. The amount of funds expended to date by Financial Edge Strategic to acquire the 8,000 shares of Common Stock it holds in its name is $90,240. Such funds were provided in part from Financial Edge Strategic's available capital and, from time to time, in part by margin account loans from subsidiaries of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), extended in the ordinary course of business. The amount of funds expended to date by PL Capital to acquire the 29,090 shares of Common Stock held in its name is $364,697. Such funds were provided from PL Capital's working capital and, from time to time, in part by margin account loans from subsidiaries of McDonald Investments ("McDonald Investments"), extended in the ordinary course of business. The amount of funds expended to date by Mr. Pihlstrom to acquire the 100 shares of Common Stock he holds in his name is $1,725. Such funds were provided from Mr. Pihlstrom's personal funds. All purchases of Common Stock made by members of the Group using funds borrowed from Bear Stearns, DLJ and McDonald Investments, if any, were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. CUSIP No. 949759104 Page 11 of 27 Pages Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock through the assertion of stockholder rights and influencing the policies of Wells Financial. The Group expects to actively assert stockholder rights, in the manner described below, with the intent to influence the policies of the Company. The Original 13D contains detail regarding certain activities previously undertaken by the Group as previously constituted. These activities include indications of interest (by former and current members of the Group) to acquire Wells Financial and how those indications of interest were rejected by Wells Financial on several occasions during mid- and late 2000. The Group is also aware that during late 2000 the Board of Directors of Wells Financial rejected a separate indication of interest from an out-of-state financial institution. The Group believes that the Board of Wells Financial should not have rejected these indications of interest and that Wells Financial's stockholders should have been given an opportunity to decide for themselves whether to accept any offers to acquire Wells. On December 18, 2000, Mr. Palmer sent a letter to Wells Financial demanding, among other things, the stockholder list of the Company. A copy of that letter is attached as Exhibit 2. On January 4, 2001, the Company provided PL Capital with the stockholder list and certain other requested items, including the minutes of the Board of Directors of the Company for the past three years. A copy of that letter is attached as Exhibit 3. By letter dated February 8, 2001, PL Capital's counsel requested certain additional stockholder list information. A copy of that letter is attached as Exhibit 4. PL Capital and Mr. Pihlstrom are currently evaluating such information with respect to pursuing a possible solicitation of proxies at the Company's upcoming 2001 Annual Meeting. In a letter dated February 14, 2001, PL Capital submitted to the Company a notice of intent to nominate Mr. Gary Pihlstrom for election to the Company's Board of Directors at the 2001 Annual Meeting of Stockholders of the Company. Additionally, the letter announced the notice of intent to submit a stockholder proposal to the vote of the Company's stockholders. A copy of that letter is attached as Exhibit 5. While the stockholder proposal, if approved by the stockholders, would not bind the Board of Directors to any course of action, it would express the wishes of the stockholders that the Board of Directors undertake a particular course of action in order to maximize stockholder value. The stockholder proposal is to be (or to be substantially similar to): RESOLVED, that stockholders of Wells Financial hereby inform the Board of Directors of Wells Financial that: (1) the management and Board of Wells Financial should solicit offers to acquire, or merge with, Wells Financial, from all potentially interested parties, in a fair and open process; (2) the Company should publicly disclose to stockholders the results of that process, and CUSIP No. 949759104 Page 12 of 27 Pages (3) the stockholders of Wells Financial should be presented with an opportunity to vote on the definitive offer with the highest value, regardless of whether Wells Board or management feels such offer is sufficient. Members of the Group also plan to contact certain of the Company's stockholders to discuss their views regarding the Company and its performance and corporate governance. Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current intention to do so. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item (4) of Schedule 13D. Members of the Group reserve the right, at any time and from time to time, to review or reconsider their positions and formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 1,254,332, reported as the number of outstanding shares as of November 6, 2000, on a Form 10-Q dated November 6, 2000 and as of December 31, 2000 in a press release dated January 16, 2001. Except as noted below, all purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq National Market System. (A) Financial Edge Fund (a)-(b) See cover page. (c) Financial Edge Fund has not made any transactions in the Common Stock since the last 13D filing. (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock. (B) Financial Edge Strategic (a)-(b) See cover page. (c) Financial Edge Strategic has made no transactions in the Common Stock in the last 60 days. CUSIP No. 949759104 Page 13 of 27 Pages (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock. (C) PL Capital (a)-(b) See cover page. (c) PL Capital has made no transactions in the Common Stock in the last 60 days. (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital, including the voting and disposition of shares of Common Stock held in the name of PL Capital. (D) Mr. John Palmer (a)-(b) See cover page. (c) Mr. Palmer has made no transactions in the Common Stock directly. (E) Mr. Richard Lashley (a)-(b) See cover page. (c) Mr. Lashley has made no purchases of Common Stock directly. (F) Mr. Gary D. Pihlstrom (a)-(b) See cover page. (c) Mr. Pihlstrom has made the following transactions in the Common Stock in the last 60 days: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share Total Cost($) - -------------------------------------------------------------------------------- 2/13/01 100 17.25 1,725 - -------------------------------------------------------------------------------- (G) Mr. Kurt R. Weise (a)-(b) See cover page. CUSIP No. 949759104 Page 14 of 27 Pages (c) Mr. Weise has not made any transactions in the Common Stock since the last 13D filing. (d) N/A. (e) On February 13, 2001, Mr. Weise ceased to be a member of the Group and individually beneficially owns less than 5% of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits, as described below. With respect to shares of Common stock held by the Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. Item 7. Material to be Filed as Exhibits No. Description -- ----------- 1 Joint Filing Agreement 2 Letter dated December 18, 2000 from PL Capital to Wells Financial* 3 Letter dated January 4, 2001 from Wells Financial to PL Capital* 4 Letter dated February 8, 2001 from Phillip M. Goldberg to Wells Financial 5 Letter dated February 14, 2001 from PL Capital to Wells Financial *Filed as part of the Original 13D. CUSIP No. 949759104 Page 15 of 27 Pages SIGNATURES 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. Date: February 14, 2001 FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ Gary D. Pihlstrom Gary D. Pihlstrom By: /s/ Kurt R. Weise Kurt R. Weise EX-99.1 2 0002.txt JOINT FILING AGREEMENT CUSIP No. 949759104 Page 16 of 27 Pages EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: February 14, 2001 FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ Gary D. Pihlstrom Gary D. Pihlstrom By: /s/ Kurt R. Weise Kurt R. Weise EX-99.4 3 0003.txt LETTER CUSIP No. 949759104 Page 17 of 27 Pages EXHIBIT 4 [ON LETTERHEAD] February 8, 2001 Via Federal Express & Facsimile Mr. Lawrence H. Kruse Chairman Wells Financial Corp. 53 First Street, S.W. P.O. Box 310 Wells, MN 56097 Re: Request for Stockholder Information Dear Mr. Kruse: I represent PL Capital, LLC in connection with its request for a stockholder list and certain other information which was sent to your attention on December 18, 2000. A copy of my client's request is enclosed for your convenience. In your January 4, 2001 response to this request, you indicated that Wells Financial Corp. ("Wells") does not have in its possession a current list or "breakdown" of the various brokerage firms holding Wells stock in the names of central depository systems such as CEDE & Co. On behalf of PL Capital, LLC I am requesting that you obtain a current list of brokerage firms holding Wells stock in the name of any central depository system and that you provide this information to my client. The Courts which have addressed this issue have universally held that a public corporation, such as Wells, cannot provide a meaningful response to a request for a stockholder list without this information. Because the brokerage firms own the stock for the benefit of their customers, but hold title in the name of the central depository, a stockholder cannot ascertain the identity of his fellow stockholders without this information, which can be obtained by Wells quickly and easily upon request. Your cooperation in this matter is greatly appreciated. Please call me at your earliest convenience with any questions or concerns. Very truly yours, /s/ Phillip M. Goldberg Phillip M. Goldberg Enclosure(s) cc: John W. Palmer EX-99.5 4 0004.txt LETTER CUSIP No. 949759104 Page 18 of 27 Pages EXHIBIT 5 [ON LETTERHEAD] February 14, 2001 CERTIFIED MAIL RETURN RECEIPT REQUESTED, FACSIMILE AND OVERNIGHT DELIVERY Mr. Lawrence Kruse Chairman and CEO Wells Financial Corp. 53 First Street S.W. Wells, MN 56097 Re: Notice of Intent to Nominate One Director and to Submit Stockholder Proposal ---------------------------------------------------------------------------- Dear Mr. Kruse: This letter constitutes a notice of intent by PL Capital, LLC ("PL Capital") to nominate one person for election as director of Wells Financial Corp. (the "Corporation") at the 2001 Annual Meeting of Stockholders of the Corporation. This letter also constitutes a notice of intent by PL Capital to submit a proposal for approval by vote of the stockholders of the Corporation at the 2001 Annual Meeting. This notice is being provided to you pursuant to Article X of the Corporation's Articles of Incorporation. PL Capital owns of record 200 shares of the Corporation's common stock, par value $.01 per share (the "Common Stock"). PL Capital also beneficially owns an additional 103,610 shares of Common Stock, as set forth in a Schedule 13D, as amended, filed by PL Capital and certain other persons regarding ownership of the Common Stock. The statements set forth in this notice, regardless of the section in which they appear, apply equally to both PL Capital's notice of intent to nominate and PL Capital's notice of intent to submit a proposal to stockholder vote. Please note that by the fact of PL Capital's submission of this notice of intent to nominate, the Corporation is now obligated under the federal securities laws to obtain pre-approval by the United States Securities and Exchange Commission of its proxy materials. Please further note that pursuant to Article X.D of the Corporation's Articles of Incorporation, if the Corporation determines that the information provided in this notice does not satisfy the informational requirements of Article X in any respect, the Secretary of the Corporation is required to notify PL Capital of such alleged deficiency. I. PL Capital's Notice of Intent to Nominate PL Capital hereby notifies the Corporation pursuant to the Corporation's Articles of Incorporation that it intends to nominate Mr. Gary D. Pihlstrom for election to the Board of CUSIP No. 949759104 Page 19 of 27 Pages Directors of the Corporation at the 2001 Annual Meeting of Stockholders of the Corporation. Enclosed is the written consent of Mr. Pihlstrom to be named in PL Capital's proxy statement and to serve as a director of the Corporation if elected. Set forth below is certain information with respect to PL Capital's notice of intent to nominate, including that required by Article X of the Corporation's Articles of Incorporation. The information set forth below responds fully to all of the requirements of Article X. In certain instances in which a disclosure item is not applicable or no disclosure is required to be made pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, no response has been provided below. (a) As to the nominating stockholder and the proposed nominee: (i) Name, Age, Business Address and Residence Address Name Age Business Address Residence Address - ---- --- ---------------- ----------------- PL Capital N/A 2015 Spring Road N/A Suite 290 Oak Brook, IL 60523 Attn: John Palmer Gary Pihlstrom 45 Gary D. Pihlstrom, P.A. 1907 Hunter Lane 5500 Wayzata Blvd. Mendota Heights, MN 55118 Suite 145 Golden Valley, MN 55416 (ii) Principal Occupation or Employment Nominator: - --------- PL Capital: Investment management, primarily as General Partner of Financial Edge Fund, LP ("Financial Edge") and Financial Edge Strategic Fund, LP ("Financial Edge Strategic"). Mr. John Palmer and Mr. Richard Lashley are the owners and managing members of PL Capital. Each of them beneficially owns the shares of Common Stock owned by PL Capital. Collectively with PL Capital these entities are the "Participants." Nominee: - ------- Gary Pihlstrom: Attorney. Founding stockholder of Gary D. Pihlstrom, P.A., a law firm emphasizing the representation of financial institutions and their officers, directors and stockholders, as well as similar entities. CUSIP No. 949759104 Page 20 of 27 Pages (iii) Shares Owned Either Beneficially or Of Record - -------------------------------------------------------------------------------- Name Class Amount - -------------------------------------------------------------------------------- PL Capital and the Participants Common 103,810 - -------------------------------------------------------------------------------- Gary Pihlstrom Common 100 - -------------------------------------------------------------------------------- (iv) Interest of Certain Persons in Matters to be Acted Upon Except as otherwise set forth herein, none of the Participants nor Mr. Pihlstrom is or was, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. PL Capital is entitled to receive an allocation of profits with respect to the shares owned by the Financial Edge and Financial Edge Strategic. Except as otherwise set forth herein, none of the Participants nor Mr. Pihlstrom, nor any of their associates, has any arrangement or understanding with any person with respect to any future employment with the Corporation or its affiliates or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party. (v) Other information relating to the nominee and the nominating stockholder that is required to be disclosed in a solicitation of proxies for the election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Directorships of Other Publicly Owned Companies Except as noted herein, none of Mr. Palmer, Mr. Lashley or Mr. Pihlstrom is presently serving as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of 15(d) of the such Act or any company registered as an investment company under the Investment Company Act of 1940. Messrs. Palmer and Lashley are directors of Security Financial Bancorp, Inc., St. John, IN. CUSIP No. 949759104 Page 21 of 27 Pages Material Proceedings Adverse to the Corporation To their best knowledge, there are no material proceedings to which any Participant or Mr. Pihlstrom, or any associate of either of them, is a party adverse to the Corporation or any of its subsidiaries, and neither of them nor any associate of either of them has a material interest adverse to the Corporation or any of its subsidiaries. Positions or Offices with the Corporation None of Mr. Lashley, Mr. Palmer or Mr. Pihlstrom hold or have ever held any position or office with the Corporation. Transactions In Stock of the Corporation The following transactions are the only transactions during the past two years with regard to the Common Stock made by the Participants, Mr. Pihlstrom or other persons or entities constituting a "group" as defined for purposes of Schedule 13D. All transactions are purchases unless otherwise identified. Transactions by PL Capital: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share($) Total Price($) - -------------------------------------------------------------------------------- 6/29/00 70,000 12.31 861,870 - -------------------------------------------------------------------------------- 7/6/00 (40,910) 12.15 (497,170) - -------------------------------------------------------------------------------- Transactions by Mr. Pihlstrom: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share($) Total Price($) - -------------------------------------------------------------------------------- 2/13/01 100 17.25 1,725 - -------------------------------------------------------------------------------- Transactions by Financial Edge: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share($) Total Price($) - -------------------------------------------------------------------------------- 6/14/00 2,000 11.28 22,560 - -------------------------------------------------------------------------------- 6/15/00 4,600 11.16 51,330 - -------------------------------------------------------------------------------- 6/16/00 1,120 11.13 12,470 - -------------------------------------------------------------------------------- 6/16/00 5,500 11.33 62,340 - -------------------------------------------------------------------------------- 6/30/00 2,000 12.26 24,520 - -------------------------------------------------------------------------------- 7/10/00 500 12.92 6,462 - -------------------------------------------------------------------------------- 1/29/01 51,000 14.50 739,500 - -------------------------------------------------------------------------------- Transactions by Financial Edge Strategic: - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share($) Total Price($) - -------------------------------------------------------------------------------- 6/16/00 8,000 11.28 90,240 - -------------------------------------------------------------------------------- The funds expended to date in the foregoing transactions were provided by the working capital (or personal funds) of each entity (or person) named herein and from time to time, in part by margin account loans from subsidiaries of McDonald Investments (for PL Capital), Bear Stearns Securities Corp. (for Financial Edge) and Donaldson, Lufkin & Jenrette CUSIP No. 949759104 Page 22 of 27 Pages Securities Corp. (for Financial Edge Strategic), extended in the ordinary course of business. All purchases of Common Stock made using funds borrowed from those firms were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of such Common Stock may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Arrangements or Understandings with Other Persons The Participants have requested Mr. Pihlstrom to serve as their representative on the Board of Directors of the Corporation, and he has agreed to do so, without compensation from those persons or entities of any sort whatsoever. PL Capital has agreed to indemnify Mr. Pihlstrom against certain liabilities incurred in connection with his nomination for election to the Corporation's Board of Directors. The Participants have an informal understanding with Mr. Pihlstrom pursuant to which they have agreed to reimburse Mr. Pihlstrom for any expenses incurred in connection with the intended solicitation of proxies for use at the 2001 Annual Meeting of Stockholders of the Corporation. There are no other arrangements or understandings with such proposed nominee. Mr. Pihlstrom does not have any arrangement or understanding with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Corporation. Absence of any Family Relationships None of the Participants nor Mr. Pihlstrom has any family relationship with any director or officer of the Corporation. There is no family relationship between any of the Participants and Mr. Pihlstrom. Absence of Involvement in Certain Legal Proceedings To the best knowledge of Mr. Palmer and Mr. Lashley and based on information provided by the nominee, during the past five years: a. No petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against any Participant or Mr. Pihlstrom, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of any Participant or Mr. Pihlstrom. In addition, during the past five years no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of, any partnership in which any of them is or was a general partner, or any corporation or business association of which any of them is or was an executive officer. CUSIP No. 949759104 Page 23 of 27 Pages b. None of the Participants nor Mr. Pihlstrom has been convicted in a criminal proceeding nor has either of them been named as the subject of any pending criminal proceeding (excluding traffic violations or similar misdemeanors). c. None of the Participants nor Mr. Pihlstrom has been the subject of any court order, judgment or decree, not suspended, reversed or vacated, permanently or temporarily enjoining (or otherwise limiting) any of them from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission ("CFTC") or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws. d. None of the Participants nor Mr. Pihlstrom has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days their right to be engaged in any activity described in clause c. above, or to be associated with persons engaged in any such activity. e. None of the Participants nor Mr. Pihlstrom has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission ("SEC") to have violated any federal or state securities law, or by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, wherein the judgment in such civil action or finding by the SEC or the CFTC has not been subsequently reversed, suspended or vacated. Absence of Certain Transactions To the best knowledge of Mr. Palmer and Mr. Lashley and based on information provided by the nominee: a. Since the beginning of the Corporation's last fiscal year, none of the Participants nor Mr. Pihlstrom nor any member of the immediate family of any of them has had any material interest in any transaction or any series of similar transactions to which the Corporation or any of its subsidiaries CUSIP No. 949759104 Page 24 of 27 Pages was a party, and neither Mr. Palmer, Mr. Lashley nor Mr. Pihlstrom nor any member of their immediate family of either has any material interest in any currently proposed transaction, or series of similar transactions to which the Corporation or any of its subsidiaries is a party. b. Since the beginning of the Corporation's last fiscal year, none of the Participants nor Mr. Pihlstrom has had any relationship of the nature described in Item 404(b) of Regulation S-K, promulgated by the SEC under the Securities Exchange Act of 1934, as amended. Specifically, since the beginning of the Corporation's last fiscal year, none of the Participants nor Mr. Pihlstrom has been an officer, director, partner or employee of, or has either one of them owned (directly or indirectly) more than 10% of the equity interest in, any of the following types of organizations: i. Any organization that has made or proposes to make payments to the Corporation or any of its subsidiaries for property or services; ii. Any organization to which the Corporation or any of its subsidiaries was indebted; iii. Any organization to which the Corporation or any of its subsidiaries has made or proposes to make payments for property or services; or iv. Any organization that provided legal services or investment banking services to the Corporation or any of its subsidiaries. c. Since the beginning of the Corporation's last fiscal year, none of the Participants nor Mr. Pihlstrom, nor any member of the immediate family of any of them or any firm, corporation or organization of which any of them is an executive officer or director or the beneficial owner of 10% or more of any class of equity securities, nor any trust or other estate in which either of them has a substantial beneficial interest or as to which either of them serves as a trustee or in a similar capacity, was indebted to the Corporation or any of its subsidiaries in excess of $60,000 at any time. CUSIP No. 949759104 Page 25 of 27 Pages Section 16 Compliance None of the Participants nor Mr. Pihlstrom is required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Corporation. Other Information No other stockholder is known to any Participant to be supporting Mr. Pihlstrom as a nominee. II. PL Capital's Notice of Intent to Submit Proposal to Stockholder Vote Set forth below is certain information with respect to PL Capital's notice of intent to submit a proposal for stockholder vote, including that required by Article X of the Corporation's Articles of Incorporation. Any items required by Article X not set forth below are set forth in Section I of this letter, which is incorporated by reference into this Section II. (i) Brief Description of Proposal PL Capital intends to submit to a vote of stockholders of the Corporation, and to submit proxies for stockholder votes in favor of, the following proposal (or one substantially similar): RESOLVED, that stockholders of Wells Financial hereby inform the Board of Directors of Wells Financial that: (1) the management and Board of Wells Financial should solicit offers to acquire, or merge with, Wells Financial, from all potentially interested parties, in a fair and open process; (2) the Company should publicly disclose to stockholders the results of that process, and (3) the stockholders of Wells Financial should be presented with an opportunity to vote on the definitive offer with the highest value, regardless of whether Wells Board or management feels such offer is sufficient. PL Capital's reason for submitting the foregoing proposal to a vote of the stockholders of the Corporation is to maximize the value of Wells Financial Corp. for the benefit of all of the Corporation's shareholders. (ii) Name and Address of Proposing Stockholder Name Age Business Address Residence Address - ---- --- ---------------- ----------------- PL Capital N/A 2015 Spring Road N/A Suite 290 Oak Brook, IL 60523 Attn: John Palmer CUSIP No. 949759104 Page 26 of 27 Pages No other stockholder other than Mr. Pihlstrom and the Participants is known to PL Capital to be supporting the stockholder proposal of PL Capital. (iii) Shares Owned Either Beneficially or Of Record PL Capital, the Participants and Mr. Pihlstrom collectively beneficially own 103,810 shares of the Common Stock. PL Capital owns 200 shares of the Common Stock of record. (iv) Financial Interest of PL Capital in the Proposal PL Capital has no financial interest in the proposal, other than as a stockholder of the Corporation. PL Capital has previously indicated an interest in acquiring the Corporation, as stated in a Schedule 13D filed with the United States Securities and Exchange Commission. Very truly yours, PL CAPITAL, LLC By: /s/ John Palmer John Palmer Managing Member CUSIP No. 949759104 Page 27 of 27 Pages CONSENT OF PROPOSED NOMINEE I, Gary Pihlstrom, hereby consent to be named in the proxy statement of PL Capital, LLC to be used in connection with his solicitation of proxies from the stockholders of Wells Financial Corporation for use in voting at the 2001 Annual Meeting of Stockholders of Wells Financial Corporation, and I hereby consent and agree to serve a director of Wells Financial Corporation if elected at such Annual Meeting. /s/ Gary Pihlstrom Gary Pihlstrom Dated: February 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----