SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
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 Rule 14a-12
Wells Financial Corp.
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(Name of Registrant as Specified in Its Charter)
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(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 Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
(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 is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing 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.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[Wells Financial Corp. Letterhead]
February 26, 2001
Dear Fellow Stockholders:
Within a few weeks you will be receiving the 2000 Annual Report and
Proxy Statement of Wells Financial Corp. (the "Company") for our 2001 Annual
Meeting of Stockholders. In the meantime, you may also receive proxy materials
from a dissident stockholder group which calls itself the PL Capital Group. PL
Capital Group wants you to elect one of its hand picked nominees to one of the
two board seats to be elected at the Annual Meeting. In addition, the PL Capital
Group has announced that it will solicit votes for a non-binding stockholder
resolution calling for the sale of your Company to the highest bidder.
The PL Capital Group is a group of professional investors whose sole
purpose, in our view, is to take a position in your Company and immediately
attempt to force the sale of the Company in order to maximize their own
short-term gain. You should know that the PL Capital Group's nominee for
election to your Board is a lawyer who has owned 100 shares of our stock for
approximately one month.
The PL Capital Group began purchasing our stock in June 2000. Beginning
in July of last year, current and former members of the PL Capital Group on
several occasions expressed an interest in pursuing an acquisition of the
Company. It is important for you to know that prior to rejecting their proposal,
we obtained an independent valuation of our Company from a national investment
banking firm with expertise in the valuation of savings institutions which
indicated that the proposed purchase price for the Company was below the
Company's fair value on a sale of control basis. We rejected their overtures
because their proposed purchase price for the Company, even though it
potentially represented a premium over the trading price of our stock, was
inadequate based on the valuation analysis. 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.
DO NOT VOTE THE WHITE PROXY CARD. If you receive a WHITE proxy card and
other proxy material from the PL Capital Group, we ask that you discard them.
When you receive our Annual Report and Proxy Material, please sign, date and
return the TAN proxy card. We ask that you vote the Company's TAN proxy card
only.
If you have any questions, please call our chief financial officer, Jim
Moll, or me at (507) 553- 3151. We thank you for your continued support.
Sincerely,
/s/Lawrence H. Kruse
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Lawrence H. Kruse
President and Chairman of the Board
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As in past years, we will be mailing our Proxy Statement and our 2000 Annual
Report to all stockholders entitled to vote at the Annual Meeting. We urge you
to read the Proxy Statement when it becomes available because it will contain
important information. You will also be able to obtain our Proxy Statement free
of charge at the website maintained by the Securities and Exchange Commission at
www.sec.gov.
Each of the Company's directors may be deemed to be a "participant" in the
Company's solicitation of proxies to be used at the Annual Meeting or any
adjournment thereof. The Company's board of directors is composed of Lawrence H.
Kruse, Gerald D. Bastain, Richard Meuller, David Buesing, Randel I. Bichler and
Dale E. Stallkamp. Collectively, the directors of the Company beneficially owned
approximately 15.6% of the Company's common stock at February 26, 2001.
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