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. )
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[ ] 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)
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April 2, 2001
Dear Fellow Shareholder:
By now you have received a number of mailings from us as well as from the
dissident shareholder group, PL Capital. I realize that the volume of material
can be "overwhelming" and the contents "confusing."
I understand how you might feel and we hope that this will be our last
correspondence on this subject. It is important to the future of your investment
that we clarify and simply state the issues that should concern you as owners of
Wells Financial Corp. Please bear with us.
PL Capital was part of a group that purchased shares of Wells Financial Corp.
approximately nine months ago. Shortly after purchasing the stock one of the
members of the PL Capital Group sent a letter of intent, on his personal
letterhead, to acquire Wells Financial Corp. This contingent offer, without
proof of financial ability, would have resulted in you, the shareholder,
receiving less than book value for your shares. Prior to responding to the
contingent offer the Board of Directors acted responsibly by obtaining an
independent valuation of Wells Financial. This valuation confirmed that this
offer, and another contingent offer with a moderately higher value, were not in
the best interest of our shareholders.
PL Capital apparently believes that its offer should have been immediately
accepted, resulting in a one time, quick profit to them and allowing them to
move on to the next financial institution to repeat the process. In order to
accomplish their goals, the dissidents now want you to support their candidate,
a lawyer, who has owned 100 shares of your company's stock for less than two
months. The dissidents clearly state that if elected as a board member, they
would expect the lawyer to encourage an immediate sale of Wells Financial.
PL Capital also wants you to approve a resolution encouraging the Board to place
your company up for immediate sale and simply accept the highest bid regardless
of what the Board feels is prudent for all of the shareholders. A fire sale, if
you will. There are many aspects to reviewing offers for a company that may not
make accepting the highest bid the most beneficial to all shareholders. These
include the structure of the offer (whether all cash, cash and stock or all
stock), the financial stability of the proposed acquirer and the timing, just to
name a few. We believe that accepting the highest bid, without consideration of
other important factors, may not be in your best interest.
Your current Board of Directors has demonstrated its commitment to maximizing
shareholder value. Consider the following:
1. Your Board of Directors has paid cash dividends in excess of $2.8 million;
2. Your Board of Directors has repurchased 1,029,643 shares of stock, thereby
increasing the book value of the remaining shares of stock owned by you;
3. Your Board of Directors and Management continue to develop and implement
new products and services for the Company's customers.
Your board of directors has acted responsibly in representing you. Accordingly,
we ask that you please return the TAN Proxy Card and vote to support the board's
recommendation by voting for the Company's nominees and against the shareholder
proposal to sell your Company. Remember, your latest dated proxy is the only one
that counts, and you have every right to change your vote, so sign, date and
promptly return the enclosed TAN proxy card even if you previously mailed a
white proxy to the dissidents. Your vote is important regardless of the number
of shares you own, so please act today.
We appreciate your past support and ask for your continued support. If you have
any questions about voting your TAN proxy card, please call D.F. King & Co. Inc.
at (800) 994-3227.
Best regards,
/s/Lawrence H. Kruse
Lawrence H. Kruse
President and Chairman of the Board
We have mailed 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 because it contains important information. You are also 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. Our Proxy Statement contains a complete list of our
directors and their security holdings of the Company. You may contact us to
obtain a free copy of our Proxy Statement.