WELLS FINANCIAL CORP

Status	Closed
Closing date	2004-11-19
How it is priced	Dutch auction
Odd-lot threshold	Fewer than 100 shares
Must tender everything you hold	Yes
Must tick the odd-lot box on the form	Yes
Price offered	USD $29.50 to $31.50 per share, in steps of $0.25
Most an odd-lot tender could be	$2,920.50 to $3,118.50

election_required = True..."odd lot holder" (as defined below) who: (A) tenders all shares owned (beneficially or of record) by such odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and (B) completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described under "The Offer - 5. Conditional Tender Procedures," we will purchase, on a pro rata basis with appropriate adjustments to avoid purchase...

election_required = True..."odd lot holder" (as defined below) who: (A) tenders all shares owned (beneficially or of record) by such odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and (B) completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. o Second, after the purchase of all the shares properly tendered by odd ------ lot holders and subject to the conditional tender procedures described under "The Offer - 5. Conditional Tender Procedures," we will purchase, on a pro rata basis with appropriate adjustments to avoid p...

expiry = 2004-10-29...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 OCTOBER 29, 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...

expiry = 2004-10-29...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 OCTOBER 29, 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...

expiry = 2004-11-19...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 NOVEMBER 19, 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...

listed = True...ur broker or other financial or tax advisor. Our directors and executive officers have advised us that they do not intend to tender shares in our offer. See "Special Factors - 2. Purposes of and Reasons for the Offer." WHAT IS A RECENT MARKET Our common stock is traded on the Nasdaq PRICE OF MY WELLS National Market under the symbol "WEFC." FINANCIAL SHARES? On September 27, 2004, the closing sale price of our common stock on the Nasdaq National Market was $28.75. We urge you to obtain more current market quotations for your shares. For trading information regarding the shares, you may call D.F. King & Co., Inc., toll free at (800) 347-4750. See...

listed = True...ic purchase price that stockholders would be willing to sell their shares to us, rather than a range of prices from which stockholders could select, would be difficult to establish with any certainty or precision. We note that while the Company's common stock is traded on the Nasdaq National Market, the stock is not actively traded, generally exhibiting low trading volume with very wide bid/ask spreads of between $0.50 and $1.00 or more. More actively traded thrift stocks generally have spreads of between $.05 and $0.25. In slightly over 50% of the trading days during the past six months, daily volume in the Company's stock ranged...

listed = True...ur broker or other financial or tax advisor. Our directors and executive officers have advised us that they do not intend to tender shares in our offer. See "Special Factors - 2. Purposes of and Reasons for the Offer." WHAT IS A RECENT MARKET Our common stock is traded on the Nasdaq National Market PRICE OF MY WELLS under the symbol "WEFC." On September 27, 2004, the closing FINANCIAL SHARES? sale price of our common stock on the Nasdaq National Market was $28.75. WE URGE YOU TO OBTAIN MORE CURRENT MARKET QUOTATIONS FOR YOUR SHARES. For trading information regarding the shares, you may call D.F. King & Co., Inc., toll free at (800) 347-4750. See...

listed = True...ur broker or other financial or tax advisor. Our directors and executive officers have advised us that they do not intend to tender shares in our offer. See "Special Factors - 2. Purposes of and Reasons for the Offer." WHAT IS A RECENT MARKET Our common stock is traded on the Nasdaq National Market PRICE OF MY WELLS FINANCIAL under the symbol "WEFC." On September 27, 2004, the closing SHARES? sale price of our common stock on the Nasdaq National Market was $28.75. WE URGE YOU TO OBTAIN MORE CURRENT MARKET QUOTATIONS FOR YOUR SHARES. For trading information regarding the shares, you may call D.F. King & Co., Inc., toll free at (800) 347-4750. See...

listed = True...e reverse stock split or forward stock split. NO STOCKHOLDER VOTE REQUIRED Under Minnesota law, no vote of the stockholders is required to approve either the reverse stock split or forward stock split. 29 MARKET FOR COMMON STOCK AND DIVIDENDS Our common stock is traded on the Nasdaq National Market under the trading symbol "WEFC". The following table sets forth, for the fiscal quarters indicated, the high and low sale prices and dividends paid for our common stock. DIVIDENDS PAID FISCAL YEAR HIGH LOW PER SHARE ----------- ---- --- -------------- 2002: 1st Quarter $ 21.38 $ 17.55 $ 0.18 2nd Quarter $ 23.04 $ 19.65 $ 0.18 3rd Quarter $ 22.75 $ 17....

listed = True...f Indiana, Northeast Indiana Bancorp of Indiana, Southern Missouri Bancorp of Missouri, Sturgis Bancorp of Michigan, Union Community Bancorp of Indiana and United Tennessee Bankshares of Tennessee. Capital Resources noted that while the Company's common stock is traded on the NASDAQ National Market, the stock is not actively traded, generally exhibiting low trading volume. Reflecting its limited liquidity, the stock typically trades with a large spread between the bid and ask price and during 2004 actual trades in the stock reflected a high degree of price variability. During 2004, the stock traded to above $34 per share in March a...

mechanism = DUTCH...ARES? 150,000 shares of our outstanding common stock. See "- The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $29.50 to PRICE? $31.50. We are conducting the offer through a procedure commonly called a "modified Dutch auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares to us. We will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 150,000 shares. If a lesser number of shares is tendered,...

mechanism = DUTCH...OSALS. (a) Purposes. The information set forth in the Offer to Purchase under the caption "Special Factors - 2. Purposes of and Reasons for the Offer" is hereby amended to replace the fifth paragraph thereof with the following: "The Board of Directors chose a modified Dutch auction tender offer, as opposed to choosing a specific offer price, as the best means to conduct the offer because it provides our stockholders with the opportunity to tender all or a portion of their shares, and thereby receive a return of cash if they so elect, at a price determined by the stockholders within a range of prices established by...

mechanism = DUTCH...0,000 shares of our SHARES? outstanding common stock. See "- The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $29.50 to $31.50. PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch auction." This procedure allows you to choose a price within this price range at which you are willing to sell your sharesto us. We will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 150,000 shares. If a lesser number of shares is tendered,...

mechanism = DUTCH...150,000 shares of our SHARES? outstanding common stock. See "The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE PRICE? The price range for our offer is $29.50 to $31.50. We are conducting the offer through a procedure commonly called a "modified Dutch auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares to us. We will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 150,000 shares. If a lesser number of shares is tendered,...

mechanism = DUTCH...ount equal to $31.50 per share for each pre-split share. The $31.50 per share represents the fair value for a share of our common stock as determined by Capital Resources, our financial advisor and was the price we paid for our stock in our recently completed modified Dutch auction tender offer. The reverse stock split will be immediately followed by a one hundred-for-one forward split for those stockholders owning at least 1 share of common stock after consummation of the reverse stock split. Both of these transactions are expected to become effective on ______________, 2005, which is at least 20 business days aft...

mechanism = DUTCH...ount equal to $31.50 per share for each pre-split share. The $31.50 per share represents the fair value for a share of our common stock as determined by Capital Resources, our financial advisor and was the price we paid for our stock in our recently completed modified Dutch auction tender offer. The reverse stock split will be immediately followed by a one hundred-for-one forward split for those stockholders owning at least one share of common stock after consummation of the reverse stock split. Both of these transactions are expected to become effective on February 21, 2005. Under Minnesota law, neither the revers...

must_tender_all = True...SE? or below the price we select. If more than 150,000 shares are ator below the selected purchase price, we will purchase shares based on the following order of priority: o First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at prices equal to or below the selected price. o Second, we will purchase shares from all other stockholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - 5. Conditional Tender Procedures." As a result, we will pur...

must_tender_all = True...PURCHASE? select. If more than 150,000 shares are tendered at or below the selected purchase price, we will purchase shares based on the following order of priority: o First, we will purchase shares from ----- all holders of "odd lots" of less than 100 shares who properly tender all of their shares at prices equal to or below the selected price. o Second, we will purchase shares from all other ------ stockholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - 5. Conditional Tender Procedures." As a result, we w...

must_tender_all = True...PURCHASE? select. If more than 150,000 shares are tendered at or below the selected purchase price, we will purchase shares based on the following order of priority: o First, we will purchase shares from all holders ----- of "odd lots" of less than 100 shares who properly tender all of their shares at prices equal to or below the selected price. o Second, we will purchase shares from all other stockholders ------ who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - 5. Conditional Tender Procedures." As a result, we w...

no_priority = True...sons. In addition, stockholders may choose to submit a "conditional tender" under the procedures discussed under "The Offer - 5. Conditional Tender Procedures," in order to structure their tender for federal income tax reasons. ANY STOCKHOLDER THAT BECOMES AN ODD LOT STOCKHOLDER (OWNS FEWER THAN 100 SHARES) AS A RESULT OF PRORATION WILL NOT BE GIVEN PRIORITY IN PRORATION. THE ONLY ODD LOT STOCKHOLDERS WHOSE SHARES WILL BE PURCHASED BEFORE PRORATING SHARES ARE THOSE STOCKHOLDERS WHO ARE ODD LOT STOCKHOLDERS AS OF THE DATE OF THE OFFER TO PURCHASE. 2. PROCEDURES FOR TENDERING SHARES. PROPER TENDER OF SHARES. For your shares to be properly tendered, either (1) or (2) below must occur: (1) The d...

no_priority = True...OR 6.7% OF THE NUMBER OF SHARES WE ARE SEEKING TO PURCHASE ARE HELD BY "ODD-LOT" HOLDERS. THESE HOLDERS WOLD BE ENTITLED TO PRIORITY FOR PURCHASE IN THE EVENT MORE THAN 150,000 SHARES ARE TENDERED AT OR BELOW THE PURCHASE PRICE. THE GREATER THE NUMBER OF SUCH ODD-LOT HOLDERS WHO TENDER THEIR SHARES AT OR BELOW THE PURCHASE PRICE, THE GREATER THE LIKELIHOOD THAT NON- ODD-LOT HOLDERS WILL BE SUBJECT TO PRORATION. As we noted above, we may also choose to purchase an additional 2% of the outstanding shares, subject to applicable legal rules. See "The Offer - 1. Number of Shares; Price; Priority of Purchase." HOW WILL WELLS FINANCIAL We would need a maximum of $4,725,000 to purchase 150,000 PAY FOR THE SHARES? shares at the highest price of $31.50....

no_priority = True...ATELY 171,000 SHARES, IT IS LIKELY THAT NON-ODD-LOT HOLDERS WILL BE PRORATED. ODD-LOT HOLDERS WOULD BE ENTITLED TO PRIORITY FOR PURCHASE IN THE EVENT MORE THAN 150,000 SHARES ARE ACTUALLY TENDERED AT OR BELOW THE PURCHASE PRICE. THE GREATER THE NUMBER OF SUCH ODD-LOT HOLDERS WHO TENDER THEIR SHARES AT OR BELOW THE PURCHASE PRICE, THE GREATER THE LIKELIHOOD THAT NON-ODD-LOT HOLDERS WILL BE SUBJECT TO PRORATION. As we noted above, we may also choose to purchase an additional 2% of the outstanding shares, subject to applicable legal rules. See "The Offer - 1. Number of Shares; Price; Priority of Purchase." HOW WILL WELLS FINANCIAL We would need a maximum of $4,725,000 to purchase 150,000 PAY FOR THE SHARES? shares at the highest price of $31.50....

price = USD 29.5-31.5...Our Offer; Termination; Amendment," if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices between $29.50 and $31.50 per share. We will pay for shares purchased under our offer by depositing the aggregate purchase price for the shares with the depositary, which will act as agent for tendering stockholders for the purpose of receiving payment fr...

price = USD 29.5-31.5...Our Offer; Termination; Amendment," if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices between $29.50 and $31.50 per share." The fifth paragraph under "The Offer -- 4. Purchase of Shares and Payment of Purchase Price," on page 35 of the Offer to Purchase is hereby amended to read as follows: "In the event of proration, we will determine the...

price = USD 29.5-31.5...E MY We are offering to purchase up to 150,000 shares of our SHARES? outstanding common stock. See "- The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $29.50 to $31.50. PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch auction." This procedure allows you to choose a price within this price range at which you are willing to sell your sharesto us....

price = USD 29.5-31.5...We are offering to purchase up to 150,000 shares of our SHARES? outstanding common stock. See "The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE PRICE? The price range for our offer is $29.50 to $31.50. We are conducting the offer through a procedure commonly called a "modified Dutch auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares to us. We wil...

price = USD 28.0-29.0...flow analysis of the Company. In the analysis, Capital Resources determined that an appropriate pricing range for the Company to cash-out shares in a reverse stock split would be between $28.00 and $29.00 per share. However, this analysis was subject to changes in the Company's trading price and 13 conditions in the thrift equity markets and was provided for informational purposes only for assisting the Board in its deliberations...

price = USD 28.0-29.0...flow analysis of the Company. In the analysis, Capital Resources determined that an appropriate pricing range for the Company to cash-out shares in a reverse stock split would be between $28.00 and $29.00 per share. However, this analysis was subject to changes in the Company's trading price and conditions in the thrift equity markets and was provided for informational purposes only for assisting the Board in its deliberations reg...

threshold = 100...to the greater number of shares. ODD LOTS. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares (not as a result of any proration) and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot...

threshold = 100...red, non-odd-lot holders will be prorated. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares (not as a result of any proration) and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. Upon the terms and conditions of our offer, if more than 150,000 shares are properly tendered at prices equal to or below the purchase price and not properly withdrawn,...

txn_type = CONSOLIDATION...he Exchange Act .......................46 11. Legal Matters; Regulatory Approvals............................47 12. Extension of Our Offer; Termination; Amendment.................47 13. Fees and Expenses..............................................49 14. The Reverse Stock Split.........................................49 15. Miscellaneous..................................................50 SUMMARY We are providing this summary for your convenience. It highlights material information in this document. However, you should realize that it does not describe all of the details of our offer to the same extent that the...

txn_type = CONSOLIDATION...SURE IN THE OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ITEM 1. SUMMARY TERM SHEET. Page 5 of the "Summary" to the Offer to Purchase is hereby revised to replace the answer to the question "WHEN WOULD WELLS FINANCIAL CONDUCT A REVERSE STOCK SPLIT" with the following: "If, after our offer expires, the number of our record holders exceeds 300, then we will not be eligible for deregistration under the Exchange Act. As a result, we intend then to initiate a reverse stock split in a manner that will ensure that the number of record holders is reduced to below 300, thus making us eligi...

txn_type = CONSOLIDATION...Offer - 10. Effects of Our Offer on the Market for Our Shares; Registration Under the Exchange Act" WHEN WOULD WELLS If, after our offer expires, the number of our record holders FINANCIAL CONDUCT A exceeds 300, then we will not be eligible for deregistration REVERSE STOCK SPLIT? under the Exchange Act. As a result, we intend then to initiate a reverse stock split in a manner that will ensure that the number of record holders is reduced to below 300, thus making us eligible for deregistration under the Exchange Act. If stockholders are cashed out as a result of a reverse stock split, they will receive the same p...

txn_type = CONSOLIDATION...- 10. Effects of Our Offer on the Market for Our Shares; Registration Under the Exchange Act" WHEN WOULD WELLS If, after our offer expires, the number of our record holders FINANCIAL CONDUCT A exceeds 300, then we will not be eligible for deregistration under REVERSE STOCK SPLIT? the Exchange Act. As a result, we intend then to initiate a reverse stock split in a manner that will ensure that the number of record holders is reduced to below 300, thus making us eligible for deregistration under the Exchange Act. If stockholders are cashed out as a result of a reverse stock split, they will receive the same price p...

txn_type = CONSOLIDATION...We are providing this information statement to you as a stockholder of record of our outstanding common stock at the close of business on ___________, 2005, to advise you that on December 21, 2004, the Board of Directors unanimously approved a one-for-hundred reverse stock split. As a result of the reverse stock split, holders of 99 or fewer shares will be entitled to receive cash in lieu of the fractional shares in an amount equal to $31.50 per share for each pre-split share. The $31.50 per share represents the fair value for a share of our common stock as determined by Capital Resources, our financial advisor...

txn_type = CONSOLIDATION...ion statement to you as a stockholder of record of our outstanding common stock, par value $0.10 per share, at the close of business on January 20, 2005, to advise you that on January 18, 2005, the Board of Directors unanimously approved a one-for-one hundred reverse stock split. As a result of the reverse stock split, holders of 99 or fewer shares will be entitled to receive cash in lieu of the fractional shares in an amount equal to $31.50 per share for each pre-split share. The $31.50 per share represents the fair value for a share of our common stock as determined by Capital Resources, our financial advisor...

Filed	Form	Role	On EDGAR
2004-09-28	SC TO-I	original (governing)	View
2004-09-28	SC 13E3	original	View
2004-10-13	SC TO-I/A	amendment	View
2004-10-13	SC 13E3/A	amendment	View
2004-10-26	SC 13E3/A	amendment	View
2004-10-26	SC TO-I/A	amendment	View
2004-11-02	SC TO-I/A	amendment	View
2004-11-02	SC 13E3/A	amendment	View
2004-12-22	SC 13E3/A	amendment	View
2005-01-18	SC 13E3/A	amendment	View

Where each of these comes from

The filings