SEC Company Response from WELLS FINANCIAL CORP (CIK 0000934739) — Jan 18, 2005
WELLS FINANCIAL CORP (CIK 0000934739)
Date: Jan. 18, 2005 · CIK: 0000934739 · Accession: 0000946275-05-000044
AI Filing Summary & Sentiment
Referenced dates: January 7, 2005
Letter
VIA EDGAR --------- January 18, 2005 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. Amendment No. 11 to Schedule 13E-3 SEC File No. 5-45455 ----------------------------------
Dear Ms. Adams:
Transmitted with this letter for filing with the Commission on behalf of the above- referenced registrant is a manually executed copy of Amendment No. 11 to the registrant's Schedule 13E-3.
On behalf of Wells Financial Corp. (the "Company"), we hereby submit the following response to your comment letter dated January 7, 2005, with respect to the above-referenced filing. We have keyed our responses to the captions and paragraph numbering used in your comment letter.
1. We wish to advise you supplementally that the Company plans to disseminate the Information Statement to its shareholders at least 30 days before the purchase of any of the Company's securities subject to the Rule 13e-3 transaction in accordance with General Instruction D.4. of Schedule 13E-3.
2. Please see the revised disclosure beginning on page 28 of the Information Statement under the caption "Opinion of Financial Advisor" and Exhibit I.
<PAGE>
MALIZIA SPIDI & FISCH, PC
Abby Adams, Esq. Special Counsel January 18, 2005 Page 2
3. Please see the revised disclosure on pages 20-22 of the Information Statement under the caption "Benefits and Detriments of the Reverse Stock Split."
4. Please see the revised disclosure on pages 26 and 27 of the Information Statement under the subcaption "The Board Received a Fairness Opinion."
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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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
---------
January 18, 2005
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.
Amendment No. 11 to Schedule 13E-3
SEC File No. 5-45455
----------------------------------
Dear Ms. Adams:
Transmitted with this letter for filing with the Commission on behalf of
the above- referenced registrant is a manually executed copy of Amendment No. 11
to the registrant's Schedule 13E-3.
On behalf of Wells Financial Corp. (the "Company"), we hereby submit the
following response to your comment letter dated January 7, 2005, with respect to
the above-referenced filing. We have keyed our responses to the captions and
paragraph numbering used in your comment letter.
1. We wish to advise you supplementally that the Company plans to
disseminate the Information Statement to its shareholders at least 30 days
before the purchase of any of the Company's securities subject to the Rule 13e-3
transaction in accordance with General Instruction D.4. of Schedule 13E-3.
2. Please see the revised disclosure beginning on page 28 of the
Information Statement under the caption "Opinion of Financial Advisor" and
Exhibit I.
<PAGE>
MALIZIA SPIDI & FISCH, PC
Abby Adams, Esq.
Special Counsel
January 18, 2005
Page 2
3. Please see the revised disclosure on pages 20-22 of the Information
Statement under the caption "Benefits and Detriments of the Reverse Stock
Split."
4. Please see the revised disclosure on pages 26 and 27 of the Information
Statement under the subcaption "The Board Received a Fairness Opinion."
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
John J. Spidi
cc: Mr. Lonnie Trasamar, President and CEO
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