CUSIP No. 949759104 Page 18 of 22 Pages
EXHIBIT 4: LETTER OF OCTOBER 5, 2000
(stationary of PL Capital LLC)
October 5, 2000
Mr. Lawrence Kruse
Wells Financial Corp.
53 First Street, SW
Wells, MN 56097
Dear Larry:
As you know, in early July, John Morrison, Kurt Weise, John Palmer and I visited
you for the purpose of introducing ourselves, disclosing our ownership interest
in Wells and opening a dialogue with you regarding potential opportunities for
Wells Financial to merge with or be acquired by Mr. Morrison and/or various
entities affiliated with Mr. Morrison. At that time, we had discussions about
the potential benefits to Wells' shareholders, customers and employees of an
affiliation with a larger banking organization. Subsequently, we sent you a
letter dated July 21, 2000, which outlined a variety of ways Wells could benefit
from such an affiliation and suggested potential forms such an affiliation could
take. In that letter, we stated that we looked forward to having the opportunity
to create a transaction that would have a current value to Wells shareholders in
the range of $15.00 to $17.00, a 30-45% premium to Wells trading price at that
time. Three weeks later, in a letter dated August 16th, you notified Mr.
Morrison that the Board of Wells had engaged an outside firm to assist the Board
in exploring all options and to provide an independent analysis of those
options, a process you expected to complete in 60-90 days.
We are surprised, and as shareholders of Wells concerned, that it has taken so
long to begin the process of exploring strategic alternatives. Consequently, on
numerous occasions over the past three months we contacted Well's outside
advisory firm, Capital Resources, to inquire as to the status of the advisory
and valuation process. Our goal was to initiate serious discussions about our
interest in Wells and to begin the due diligence process, hopefully leading to a
definitive and formal offer. We were repeatedly informed that the management and
Board of Wells were not prepared to respond to our initial overture until
Capital Resources had completed a valuation of Wells and discussed it fully with
Wells's Board.
This morning, we called you to directly express our concerns over the lack of
progress since we first contacted Wells three months ago. Quite frankly, we were
distressed by your response. In summary, you stated that the Company had many
other things to do and our interest in acquiring Wells was not of sufficient
importance to justify calling a special meeting of the Board. Additionally, you
indicated that our interest in acquiring Wells was probably a higher priority to
us than it was to Wells.
As one of Wells largest outside shareholders, we view the evaluation of
potential offers for the Company as one of the Board of Directors' highest
priorities. This as an important opportunity that Well's Board and management
would be negligent not to pursue. Consequently, we strongly suggest that you
seek the advice of external legal counsel as to the Board of Directors' duties
and responsibilities in these circumstances.
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CUSIP No. 949759104 Page 19 of 22 Pages
Notwithstanding our frustrations, we remain interested in pursuing a transaction
with Wells that would benefit Well's shareholders, customers and employees. We
look forward to hearing from you or your advisors no later than October 19th.
Sincerely,
/s/ Richard Lashley
Richard Lashley
Principal
cc: Board of Directors:
-------------------
Mr. Gerald Bastian
50 Valley Ridge Court
Mankato, MN 56001
Mr. Richard Mueller
602 8th Street SW
Wells, MN 56097
Mr. David Buesing
393 2nd Avenue SW
Wells, MN 56097
Mr. Randel Bichler
760 7th Avenue SW
Wells, MN 56097
Mr. Dale Stallkamp
411 S. Grove Street
Suite 4
Blue Earth, MN 56013
