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Title: |
Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) |
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Date: |
2004 |
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Preview shows 11KB of 38KB total |
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$37 |
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#732396 |
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-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
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{SEC-DOCUMENT}0000946275-04-001113.txt : 20041123
{SEC-HEADER}0000946275-04-001113.hdr.sgml : 20041123
{ACCEPTANCE-DATETIME}20041123103415
ACCESSION NUMBER: 0000946275-04-001113
CONFORMED SUBMISSION TYPE: SC 13E3/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20041123
DATE AS OF CHANGE: 20041123
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 13E3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45455
FILM NUMBER: 041162598
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: 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 13E3/A
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
{/SEC-HEADER}
{DOCUMENT}
{TYPE}SC 13E3/A
{SEQUENCE}1
{FILENAME}sc13e3a_112304-0129.txt
{DESCRIPTION}AMENDMENT NO. 8 TO SCHEDULE 13E-3/A
{TEXT}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
WELLS FINANCIAL CORP.
---------------------------------
(Name of Subject Company)
WELLS FINANCIAL CORP.
---------------------------------
(Name of Filing Persons -- Offeror)
COMMON STOCK, PAR VALUE $.10 PER SHARE
--------------------------------------
(Title of Class of Securities)
949759 10 4
-------------------------------------
(CUSIP Number of Class of Securities)
Mr. Lonnie R. Trasamar
President and Chief Executive Officer
53 First Street, S.W., Wells, Minnesota, 56097
(507) 553-3151
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copies to:
John J. Spidi, Esq.
Joan S. Guilfoyle, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
{TABLE}
{CAPTION}
Check the appropriate boxes below to designate any transactions to which the
statement relates:
{S} {C}
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].
{/TABLE}
{PAGE}
SCHEDULE TO/SCHEDULE 13E-3
This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule TO dated September 28, 2004, as amended (the "Schedule TO"), and the
Schedule 13E-3 Transaction Statement dated September 28, 2004, as amended (the
"Schedule 13E-3"), relating to an issuer tender offer and possible going private
transaction by Wells Financial Corp., a Minnesota corporation (the "Company"),
to purchase up to 150,000 shares of its common stock, par value $0.10 per share.
The Company is offering to purchase these shares at a price not greater than
$31.50 nor less than $29.50 per share, net to the seller in cash, without
interest, as specified by stockholders tendering their shares. The Company's
tender offer is made upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated September 28, 2004, and the related Letter of
Transmittal, as amended or supplemented from time to time, and the Supplement to
the Offer to Purchase dated November 2, 2004, which together constitute the
tender offer, and copies of which were attached as Exhibits to the Schedule TO,
as amended.
"Item 11. Additional Information" of the Schedule TO is hereby amended as
follows:
ITEM 11. ADDITIONAL INFORMATION.
(b) Other Material Information. All of the information in the Offer to
Purchase dated September 28, 2004, the Supplement to the Offer to
Purchase dated November 2, 2004, and the related letter of
transmittal, as modified by the information contained in the Second
Supplement to Offer to Purchase dated November 23, 2004, filed
herewith as Exhibit (a)(14), is hereby incorporated by reference in
answer to Items 1 through 14 of the Schedule TO.
"Item 12. Exhibits" of the Schedule TO is hereby amended as follows:
ITEM 12. EXHIBITS.
(a)(14) Second Supplement to Offer to Purchase dated November 23, 2004.
(a)(15) Text of Press Release issued by the Company dated November 23,
2004.
-2-
{PAGE}
SIGNATURES
After due 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.
Dated: November 23, 2004 WELLS FINANCIAL CORP.
By: /s/James D. Moll
--------------------------------
James D. Moll
Chief Financial Officer
{/TEXT}
{/DOCUMENT}
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}ex99_1.txt
{TEXT}
SECOND SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
BY
WELLS FINANCIAL CORP.
OF
UP TO 150,000 SHARES OF COMMON STOCK, PAR VALUE $0.10 PER SHARE
AT A PURCHASE PRICE
NOT GREATER THAN $31.50 NOR LESS THAN $29.50 PER SHARE
- --------------------------------------------------------------------------------
OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON DECEMBER 3, 2004, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE
OFFER PERIOD AT ANY TIME.
- --------------------------------------------------------------------------------
WELLS FINANCIAL CORP. IS:
o offering to purchase up to 150,000 shares of our common stock in a
tender offer; and
o offering to purchase these shares at a price not greater than $31.50
nor less than $29.50 per share in cash, without interest.
IF YOU WANT TO TENDER YOUR SHARES INTO OUR OFFER, THEN YOU MUST:
o specify the price between $29.50 and $31.50 at which you are willing
to tender your shares;
o specify the number of shares you want to tender; and
o follow the instructions in this document and the related documents,
including the accompanying letter of transmittal, to submit your
shares.
WHEN OUR OFFER EXPIRES:
o we will select the lowest purchase price specified by tendering
stockholders that will allow us to purchase up to 150,000 shares or
such lesser number of shares as are tendered;
o if the number of shares tendered at or below the selected price is not
more than 150,000, we will purchase all these shares at that price;
and
o if the number of shares tendered at or below the selected price is
more than 150,000, we will purchase shares at the selected price:
o first from holders of less than 100 shares who tendered all of
their shares at or below the selected price, and
o then, on a pro rata basis from all other stockholders who
tendered shares at or below the selected price.
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