CUSIP No. 949759104 Page 1 of 14 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
WELLS FINANCIAL CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
949759104
(CUSIP Number)
Mr. Timothy Hearn
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, MN 55402
(612) 340-2600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 949759104 Page 2 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John M. Morrison
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
51,810 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 51,810 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
51,810 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.9%
14 Type of Reporting Person
IN
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CUSIP No. 949759104 Page 3 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Kurt R. Weise
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
500 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 500 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
.1%
14 Type of Reporting Person
IN
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CUSIP No. 949759104 Page 4 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
PL Capital, LLC
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
29,090 shares
Number of
Shares 8 Shared Voting Power
Beneficially 23,220 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 29,090 shares
10 Shared Dispositive Power
23,220 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
52,310 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.9%
14 Type of Reporting Person
PN
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CUSIP No. 949759104 Page 5 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, LP
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 15,220 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
15,220 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,220 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.1%
14 Type of Reporting Person
PN
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CUSIP No. 949759104 Page 6 of 14 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge-Strategic Fund, LP
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 8,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
8,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
8,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
.6%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 949759104 Page 7 of 14 Pages
ITEM 1. SECURITY AND ISSUER
This Schedule 13D is being filed jointly by John M. Morrison;
Kurt R. Weise; Financial Edge Fund, L.P., a Delaware limited partnership
("Financial Edge Fund"); Financial Edge-Strategic Fund, LP, a Delaware limited
partnership ("Financial Edge Strategic"); and PL Capital, LLC, a Delaware
limited liability company and General Partner of Financial Edge Fund and
Financial Edge Strategic ("PL Capital"); All of the filers of this Schedule 13D
are collectively the "Group."
This Schedule 13D relates to the common stock ("Common Stock")
of Wells Financial Corp. (the "Company" or the "Issuer"). The address of the
principal executive offices of the Company is 53 First Street SW, Wells,
Minnesota 56097. The joint filing agreement of the members of the Group is
attached as Exhibit 1.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This statement is filed by (1) Mr. John M. Morrison, an
individual, with respect to the shares of Common Stock beneficially owned by Mr.
Morrison; (2) Mr. Kurt R. Weise, an individual, with respect to the shares of
Common Stock beneficially owned by Mr. Weise, (3) PL Capital, with respect to
shares held in its name as well as shares of Common Stock held in the name of
Financial Edge Fund and Financial Edge Strategic, in PL Capital's capacity as
General Partner of those entities; the managing members and owners of PL Capital
are John Palmer and Richard Lashley; (4) Financial Edge Fund, with respect to
shares of Common Stock held by Financial Edge Fund; and (5) Financial Edge
Strategic, with respect to shares of Common Stock held by Financial Edge
Strategic.
The business address of Mr. Morrison and Mr. Weise is c/o Central
Financial Services, The Colonnade, 5500 Wayzata Blvd., Suite 145, Golden Valley,
MN 55416.. Mr. Morrison, a Florida resident, resides at 3093 Fort Charles Drive,
Naples, Florida. Mr. Morrison is principally engaged in the ownership and
management of various investments and entities, the majority of which are
concentrated in the banking and financial services sector. Mr. Weise is
principally engaged in the administration and management of Mr. Morrison's
holdings.
The business address of PL Capital, Financial Edge Fund, Financial Edge
Strategic, Mr. Palmer and Mr. Lashley is 2015 Spring Road, Suite 290, Oak Brook,
Illinois 60523. PL Capital, Mr. Palmer and Mr. Lashley are principally engaged
in providing investment banking and investment management services.
(d) During the past five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, no member of the Group (a) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or
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CUSIP No. 949759104 Page 8 of 14 Pages
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) All of the individuals who are members of the Group are citizens of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate of Common Stock held by the Group is 104,620
shares, acquired at an aggregate cost of $1,256,331.
The amount of funds expended to date by Mr. Morrison to
acquire the 51,810 shares of Common Stock he holds in his name is $622,513. Such
funds were provided from Mr. Morrison's personal funds and, from time to time,
in part by margin account loans from subsidiaries of U.S. Bancorp/Piper Jaffray,
extended in the ordinary course of business.
The amount of funds expended to date by Mr. Weise to acquire
the 500 shares of Common Stock he holds in his name is $5,653. Such funds were
provided from Mr. Weise's personal funds.
The amount of funds expended to date by PL Capital to acquire
the 29,090 shares of Common Stock held in its name is $364,697. Such funds were
provided from PL Capital's working capital and, from time to time, in part by
margin account loans from subsidiaries of McDonald Investments, extended in the
ordinary course of business.
The amount of funds expended to date by Financial Edge Fund to
acquire the 15,220 shares of Common Stock it holds in its name is $173,228. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended to date by Financial Edge
Strategic to acquire the 8,000 shares of Common Stock it holds in its name is
$90,240. Such funds were provided in part from Financial Edge Strategic's
available capital and, from time to time, in part by margin account loans from
subsidiaries of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
extended in the ordinary course of business.
All purchases of Common Stock made by members of the Group
using funds borrowed from Bear Stearns, DLJ, McDonald Investments, and US
Bancorp/Piper Jaffray, if any, were made in margin transactions on those firms'
usual terms and conditions. All or part of the shares of Common Stock owned by
members of the Group may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such entities to
members of the Group. Such loans generally bear interest at a rate based upon
the broker's call rate from time to time in effect. Such indebtedness, if any,
may be refinanced with other banks or broker-dealers.
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CUSIP No. 949759104 Page 9 of 14 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Group acquired shares of Common Stock because the Group
believes the Company's shares are undervalued. The Group also believes the
Company's recent stock repurchase programs have been beneficial. The Group plans
to encourage management of the Company to continue such stock repurchase
programs as long as the Company has an opportunity to acquire Common Stock at a
discount to book value. The Group believes such stock repurchases will
significantly increase the Company's earnings, book value and franchise value
per share. Members of the Group plan to meet with management of the Company to
explore whether there are areas of beneficial mutual interest between members of
the Group (and affiliates thereof) and the Company, including mutually
beneficial merger, acquisition and capital management opportunities. The Group
may also actively assert its rights as a shareholder, which could include
contacting other shareholders, contacting potential acquirers of the Company,
seeking representation on the Company's Board of Directors and seeking to
influence the policies of the Company as deemed necessary to maximize
shareholder value.
Members of the Group may make further purchases of shares of
Common Stock in the open market. Members of the Group may also dispose of any or
all the shares of Common Stock held by them, at any time, although there is no
current intention to do so. Except as noted in this Schedule 13D, no member of
the Group has any plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive, of Item (4) of
Schedule 13D. Members of the Group may, at any time and from time to time,
review or reconsider their positions and formulate plans or proposals with
respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
The percentages used in this Schedule 13D are calculated based
upon the number of outstanding shares of Common Stock, 1,331,057, reported as
the number of outstanding shares as of May 1, 2000, on a Form 10-Q dated May 5,
2000. Except as noted below, all purchases and sales of Common Stock reported
herein were made in open market transactions on the Nasdaq National Market
System.
(A) Mr. John M. Morrison
(a) Aggregate number of shares beneficially owned: 51,810
Percentage: 3.9%
(b) 1. Sole power to vote or to direct vote: 51,810
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 51,810
4. Shared power to dispose or to direct disposition: 0
(c) Mr. Morrison made the following purchases of Common Stock in
the last 60 days:
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
6/22/00 300 11.40 3,420
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/23/00 5,000 11.60 58,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
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CUSIP No. 949759104 Page 10 of 14 Pages
<TABLE>
<S> <C> <C> <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/23/00 3,000 11.35 34,050
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/23/00 1,600 11.41 18,260
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/27/00 1,000 11.61 11,605
------------------------------- ---------------------------- ---------------------------- ----------------------------
7/6/00* 40,910 12.15 497,178
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
*On 7/6/00 Mr. Morrison purchased 40,910 shares of Common Stock from PL Capital.
(B) Mr. Kurt R. Weise
(a) Aggregate number of shares beneficially owned: 500
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: 500
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 500
4. Shared power to dispose or to direct disposition: 0
(c) Mr. Weise made the following purchases of Common Stock in the
last 60 days:
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
6/21/00 500 11.31 5,653
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
(C) PL Capital
(a) Aggregate number of shares beneficially owned: 52,310
Percentage: 3.9%
(b) 1. Sole power to vote or to direct vote: 29,090
2. Shared power to vote or to direct vote: 23,220
3. Sole power to dispose or to direct the disposition: 29,090
4. Shared power to dispose or to direct disposition: 23,220
(c) PL Capital made the following purchases and sales of Common
Stock in the last 60 days:
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
6/29/00 70,000 12.31 861,875
------------------------------- ---------------------------- ---------------------------- ----------------------------
7/6/00* (40,910) 12.15 (497,178)
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
* On 7/6/00 PL Capital sold 40,910 shares of Common Stock to Mr. Morrison.
(D) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 15,220
Percentage: 1.1%
<PAGE>
CUSIP No. 949759104 Page 11 of 14 Pages
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 15,220
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 15,220
(c) Financial Edge Fund made the following purchases of Common
Stock in the last 60 days:
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
6/14/00* 2,000 11.28 22,563
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/15/00 4,600 11.16 51,330
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/16/00 1,120 11.13 12,471
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/16/00 5,500 11.33 62,340
------------------------------- ---------------------------- ---------------------------- ----------------------------
6/30/00 2,000 12.26 24,525
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
(E) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 8,000
Percentage: 0.6%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 8,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 8,000
(c) Financial Edge Strategic made the following purchases of
Common Stock in the last 60 days:
<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
DATE NUMBER OF SHARES PRICE PER SHARE ($) TOTAL COST ($)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
6/16/00 8,000 11.28 90,240
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
The persons named in Item 2 have agreed informally to act in
concert with respect to the securities of the Company. This agreement may be
terminated at any time by any or all of the members of the Group.
Other than the Joint Filing Agreement filed as Exhibit 1 to
this filing, there are no written contracts, arrangements, understandings or
relationships among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or losses, or the giving or withholding of proxies, except
for sharing of profits, as
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CUSIP No. 949759104 Page 12 of 14 Pages
described below. With respect to shares of Common stock held by the Financial
Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an
allocation of a portion of profits, if any, and (2) a management fee based upon
a percentage of total capital.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No. Description
--- -----------
1 Joint Filing Agreement.
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CUSIP No. 949759104 Page 13 of 14 Pages
SIGNATURES
After reasonable 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.
Date: July 7, 2000
By: /s/ John Morrison
John Morrison
By: /s/ Kurt Weise
Kurt Weise
FINANCIAL EDGE STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
