SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to ss. 240a-12
WELLS FINANCIAL CORP.
(Name of Registrant as Specified in Its Charter)
FINANCIAL EDGE FUND, LP
PL CAPITAL, LLC
FINANCIAL EDGE/STRATEGIC FUND, LP
JOHN PALMER
RICHARD LASHLEY
GARY PIHLSTROM
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee as provided by Exchange Act Rule 0-11(a)(2)
and identify for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and
the date of its filing.
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PL CAPITAL, LLC
2015 Spring Road
Suite 290
Oak Brook, Illinois 60523
Tel: (630) 928-0231
Fax: (630) 928-0232
AN IMPORTANT MESSAGE
TO FELLOW STOCKHOLDERS OF WELLS FINANCIAL CORP.
FROM THE PL CAPITAL GROUP
March 26, 2001
Dear Fellow Wells Financial Stockholder:
We need your vote!! By now you should have received a proxy from the management
of Wells Financial, and a proxy from us, The PL Capital Group.
Who are we? We are one of Wells Financial's largest stockholders. We own 8.8% of
Wells Financial outstanding common stock.
Why are we running this proxy contest? We are taking our case directly to you
and the stockholders because we are very frustrated by the actions of Wells
Financial's Board and management. Specifically, as outlined in our proxy
statement, we are aware of at least two instances in 2000 in which Wells
Financial's Board and management rebuffed takeover overtures (including one by
current and former members of The PL Capital Group), without public disclosure
to you and other Wells' stockholders, even though both opportunities, if
consummated, would likely have provided stockholders with a takeover premium.
Now that our proxy statement has called stockholders' attention to their
actions, the management of Wells is publicly claiming that the takeover
overtures were rejected because they were "inadequate," purportedly based upon a
valuation from an outside financial advisory firm. What Wells has not informed
stockholders is that neither potential acquirer, to our knowledge, was provided
with the valuation or any other additional information that may have supported
increasing the initial takeover price offered.
We are also not aware of any instance in 2000 or 2001 in which Wells sought or
encouraged offers from other potential acquirers.
Wells Financial's Chairman recently stated that "we have always been sensitive
to the desire of stockholders to maximize stockholder value. We do not believe,
however, that this goal will best be served by selling your Company for an
inadequate price, even if the price offered represents a premium to the current
trading price of our stock."
We could not agree more! As one of Wells Financial's largest stockholders, we
don't want the Company sold for an inadequate price, either. However, we would
like to see Wells obtain the highest price possible, through an actual
transaction, with a real bidder, that produces a realizable value for
shareholders now, in 2001. We do not believe shareholders should have no option
except to wait for a theoretically higher, but possibly unattainable, value in
the future, particularly in light of the recent changes in the economy and the
stock market.
If management truly believes their "valuation" is realistic enough to justify
turning down two potential acquirers, then management should also be confident
enough to go out and find an
acquirer that would actually pay that purportedly higher value in an actual
transaction. Our fear is that the purported "valuation" is unachievable in a
real transaction and is simply a red herring to avoid a sale.
Also, if Wells Financial's management is truly sensitive to their stockholders'
desire to maximize shareholder value, we hope that after five years as a public
company, management will agree it is time for Wells to pursue an open and fair
sales process whereby all potential acquirers are provided with information and
access to the Company's records. We would also like the Company to publicly
disclose to you and other stockholders the results of that process so you and
other stockholders can decide whether an offer is "inadequate" or not.
Although the Board and management of Wells are not legally bound to follow our
stockholder proposal, even if it is voted for by the majority of the
stockholders, we believe that passage of the stockholder proposal, and election
of our Board candidate, Mr. Pihlstrom, sends a clear message to the Board and
management of Wells Financial that stockholders want their shareholder value
maximized in 2001, through a fair, open and competitive sales process.
We need your vote on the attached WHITE proxy card. If you would like to support
us we request that you vote the enclosed WHITE proxy card FOR our candidate for
the Board, Mr. Gary Pihlstrom, and FOR our stockholder proposal. If you have
previously sent back a proxy card to management, you can change your vote by
simply returning a later dated WHITE proxy card.
If you have any questions or need further assistance please contact our proxy
solicitor MalCon Advisors, Inc., 130 William Street, New York, NY 10038; (800)
475-9320; or PL Capital (Richard Lashley (973) 360-1666, or John Palmer (630)
928-0231).
Thank you for your consideration.
On behalf of The PL Capital Group,
John Palmer Richard Lashley
Principal Principal
We encourage you to read our proxy statement because it contains important
information. If you do not already have a proxy statement from us, you can get
our proxy statement, and any other relevant documents, for free at the web site
of the Securities and Exchange Commission (www.sec.gov). In addition, copies of
our recent Schedule 13D filings are available on the SEC's website. Our most
recent Schedule 13D filing contains a list of the participants in The PL Capital
Group's proxy solicitation and a detailed description of our security holdings
of Wells. You may also contact us directly to obtain free copies of our proxy
statement.