MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 340 WEST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 272-3502
(202) 434-4660 FACSIMILE: (814) 272-3514
FACSIMILE: (202) 434-4661
JOHN J. SPIDI WRITER'S DIRECT DIAL NUMBER
SPIDI@MALIZIALAW.COM (202) 434-4670
VIA EDGAR
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November 2, 2004
Abby Adams, Esq.
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Wells Financial Corp.
Schedule TO and Schedule 13E-3
SEC File No. 5-45455
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Dear Ms. Adams:
Transmitted with this letter for filing with the Commission on behalf
of the above- referenced registrant are manually executed copies of Amendment
No. 5 to the registrant's Tender Offer Statement on Schedule TO and Schedule
13E-3 Transaction Statement.
On behalf of Wells Financial Corp. (the "Company"), we hereby submit
the following responses to your comment letter dated October 28, 2004, with
respect to the above-referenced filings. We have keyed our responses to the
captions and paragraph numbering used in your comment letter.
Schedule 13E-3
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1. We wish to advise you supplementally that the offer has been
extended to 5:00 p.m., New York City time, on Friday, November
19, 2004. A press release to this effect was issued by the
Company today and filed as an exhibit to Amendment No. 4 to the
Company's Schedule TO/13E-3. The Company anticipates mailing the
Supplement to all of its stockholders immediately upon your
notification that the staff has no further comments on the tender
offer materials. The Company is hopeful to have such clearance as
soon as possible and that it will be able to print
MALIZIA SPIDI & FISCH, PC
Abby Adams, Esq.
Special Counsel
November 2, 2004
Page 2
and mail the Supplement to all of its stockholders by Wednesday,
November 3rd. This would extend the offer by 12 business days. We
have also revised the Supplement to clarify that shareholders who
tender in the offer will receive the recently declared cash
dividend of the Company. Please see "Recent Developments" on page
7 of the revised Supplement.
Offer to Purchase
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2. Please see the revised disclosure on pages 10 of the revised
Supplement where we have deleted the language referenced in the
first paragraph of your comment and pages 16-17 of the revised
Supplement where we have included new disclosure in response to
the last paragraph of your comment. We also wish to advise you
supplementally that Capital Resources has advised us that it did
not provide any additional written materials, such as board
books, related to the analyses other than those already disclosed
in the Offer to Purchase and Supplement and filed as exhibits
(c)(1), (c)(2) and (c)(3) to the Schedule TO. We have hand
delivered to you a copy of the generic presentation presented
made by the Company's auditors to the Board of Directors as is
summarized on page 9 of the revised Supplement. Because this
presentation is not specific to the Company or its tender offer
and was widely distributed to all "clients and friends" of the
auditor, we do not believe it is materially related to the 13e-3
transaction. We do not believe that the reports prepared by
counsel to the Company are required to be filed as Exhibits to
the Schedule TO pursuant to Item 1016(c) and Item 1015(a) of
Regulation M-A which do not require an opinion of counsel to be
filed or disclosed. We would note, however, that the Company has
made certain disclosures regarding these reports on page 9 of the
Supplement.
3. Please see the revised disclosure on pages 12 and 26 of the
revised Supplement. We wish to advise you supplementally that
because the additional costs referenced in the Supplement refer
to the hiring of new employees, no employees of the Company will
be terminated as a result of the going private transaction, but
rather additional employees will not be hired if the Company goes
private.
4. Please see the revised disclosure on page 7 of the revised
Supplement under "Recent Developments -- Possibility of
Proration."
MALIZIA SPIDI & FISCH, PC
Abby Adams, Esq.
Special Counsel
November 2, 2004
Page 3
5. Please see the revised disclosure in "--Going Concern Value" on
page 16 of the revised Supplement.
6. Please see the revised disclosure on pages 22-23 of the revised
Supplement.
Please call me or Joan Guilfoyle, Esq. of this office at (202)
434-4677, with any additional comments or questions. Thank you for your prompt
attention to this matter.
Sincerely,
/s/John J. Spidi
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John J. Spidi
cc: Mr. Lonnie Trasamar, President and CEO