SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a), AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ______)/1/
Charter Financial Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
16122M 10 0
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(CUSIP Number)
Robert L. Johnson
President and Chief Executive Officer
Charter Financial Corporation
600 Third Avenue
West Point, Georgia 31833
Telephone No. (706) 645-1391
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 16, 2001
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
______________
/1/The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 16122M 10 0 Page 2 of 7 Pages
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
First Charter, MHC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 - Acquired in corporate reorganization. -- See response to Item 3.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 15,857,924
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
15,857,924
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,857,924
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.0%
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14 TYPE OF REPORTING PERSON
HC
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CUSIP No. 16122M 10 0 Page 3 of 7 Pages
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Item 1. Security and Issuer
The securities as to which this Schedule 13D (the "Schedule") relates
are shares of common stock, par value $.01 per share (the "Common Stock"),
of Charter Financial Corporation, a federal corporation (the "Company"),
having its principal office at 600 Third Avenue, West Point, Georgia 31833.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by First Charter, MHC, a
federally- chartered mutual holding company (the "MHC"). The MHC's
principal business is holding 80.0% of the Common Stock of the Company and
indirectly controlling CharterBank (the "Bank"). The business address of
the MHC is 600 Third Avenue, West Point, Georgia 31833.
The following information is being provided with respect to each
executive officer and director of the MHC (the "Insiders").
Name Principal Occupation or Employment
---- ----------------------------------
Bonnie F. Bonner Assistant Vice President, Assistant Secretary and
Secretary to the Board of Directors of the Bank,
the Company and the MHC.
David Z. Cauble, III Director of the Bank, the Company and the MHC.
Food service consultant and investor.
Jane W. Darden Director of the Bank, the Company and the MHC.
Homemaker and part-time bookkeeper.
William C. Gladden Vice President and Secretary of the Bank, the
Company and the MHC.
William B. Hudson Director of the Bank, the Company and the MHC.
Account Executive for the Robinson-Humphrey
Company, a division of Salomon Smith Barney.
John W. Johnson, Jr. Chairman of the Board of the Bank, the Company
and the MHC and Director. Retired President of
the Bank.
Robert L. Johnson President, Chief Executive Officer and Director
of the Bank, the Company and the MHC.
Curtis R. Kollar Vice President, Chief Financial Officer and
Treasurer of the Bank, the Company and the MHC.
Thomas M. Lane Director of the Bank, the Company and the MHC.
Senior Vice President and Treasurer of West Point
Stevens, Inc.
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CUSIP No. 16122M 10 0 Page 4 of 7 Pages
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Name Principal Occupation or Employment
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R. Terry Taunton Director of the Bank, the Company and the MHC. Owner
of Taunton-Emfinger, Inc., a paint, hardware and
building supplies business, and President of
Taunton-Johnson Corporation.
Lee Washam Executive Vice President of the Bank.
(d) During the last five years, neither the MHC nor any of the Insiders
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither the MHC nor any of the Insiders
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 prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens. The MHC is a federal
corporation.
Item 3. Source and Amount of Funds or Other Consideration
On October 16, 2001, the Bank consummated its reorganization into the
mutual holding company form of organization, whereby the following steps
were taken: (i) the Bank established the Company as a wholly-owned
subsidiary; (ii) the Bank established a federally chartered stock savings
bank (the "Stock Bank") as a wholly-owned subsidiary of the Company; (iii)
the Bank exchanged its charter for a federal mutual holding company charter
to become the MHC; (iv) the MHC transferred all of its assets and
liabilities to the Company, including all of the stock of Charter Insurance
Company, but excluding 400,000 Freddie Mac shares and approximately
$100,000 cash; (v) the Company transferred 400,000 Freddie Mac shares to
Charter Insurance Company; and (vi) the Company transferred the assets and
liabilities received from the MHC under step 4, other than the Charter
Insurance Company stock and 1,700,000 Freddie Mac shares, to the Stock
Bank.
In connection with the reorganization, the Company sold 3,964,481 shares
of its Common Stock at $10.00 per share to the public (including 317,158
shares sold to the Company's Employee Stock Ownership Plan) and issued
15,857,924 shares of such Common Stock to the MHC. As discussed in Step
(iii) above, the Bank became the MHC. The funds to purchase the Company's
shares originated from the transfer of the Bank's assets and assumption of
the Bank's liabilities by the Company in exchange for 80% of the Common
Stock of the Company.
Item 4. Purpose of Transaction
The reorganization will afford the Bank greater operating flexibility to
meet current and future business goals. The mutual holding company
corporate structure will better position the Bank to
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CUSIP No. 16122M 10 0 Page 5 of 7 Pages
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compete with other financial institutions and to take advantage of business
opportunities. By issuing only a minority of Company's common stock to the
public, the organization preserves its ability to remain an independent
community-oriented organization.
Although the MHC and Insiders intend to exercise their rights as
stockholders, they do not currently have any plans or proposals which
relate to or would result in: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of
the Company; (b) an extraordinary corporate transaction, such as merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or terms of directors or to fill any vacancies on the
board; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) any change in the Company's charter,
by-laws, or other instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system or a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (j) any action similar
to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) The MHC beneficially owns (with sole voting and dispositive power)
an aggregate of 15,857,924 shares of Common Stock or 80.0% of the
19,822,405 shares of Common Stock issued and outstanding on October 16,
2001. The Insiders individually have the sole power to vote and the sole
power to dispose of the shares of Common Stock owned by them, except as
otherwise indicated. The following information is provided with respect to
the Insiders as of October 16, 2001:
Number of Shares Percent of
Directly and Outstanding Shares
Name Beneficially Owned of Common Stock
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Bonnie F. Bonner 100(2) (1)
David Z. Cauble, III 11,000(3) (1)
Jane W. Darden 15,000(4) (1)
William C. Gladden 5,000(5) (1)
William B. Hudson 10,000 (1)
John W. Johnson, Jr. 50,000(6) (1)
Robert L. Johnson 35,000(7) (1)
Curtis R. Kollar 36,200(8) (1)
Thomas M. Lane 10,000(9) (1)
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CUSIP No. 16122M 10 0 Page 6 of 7 Pages
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R. Terry Taunton 10,000(10) (1)
Lee Washam 32,000(11) (1)
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(1) Less than 1% of the total outstanding shares of Common Stock.
(2) These shares are held by Ms. Bonner as custodian for a minor child
("UTMA").
(3) Includes 1,000 shares jointly held in connection with Mr. Cauble's
son.
(4) Includes 5,000 shares held directly by Ms. Darden's spouse.
(5) Includes 2,500 shares held jointly with Mr. Gladden's spouse, and
2,500 shares held in his Individual Retirement Account ("IRA").
(6) These shares are held in Mr. Johnson's IRA.
(7) Includes 7,500 shares held in Mr. Johnson's IRA, and 2,500 shares held
in his spouse's IRA.
(8) Includes 7,200 shares held in Mr. Kollar's IRA.
(9) These shares are held jointly with Mr. Lane's spouse.
(10) Includes 2,401 shares held jointly with Mr. Taunton's spouse, 6,085
shares held in his IRA, and 1,514 shares held in his spouse's IRA.
(11) Includes 10,500 shares held in Mr. Washam's IRA.
(c) Not applicable.
(d) No person or entity other than the MHC has the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares of the MHC's Common Stock reported in this schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of this Schedule 13D, neither the MHC nor any of the
Insiders is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) among themselves or with any other person
or persons with respect to the Common Stock, including but not limited to
transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, the giving or withholding of proxies or
otherwise subject to a contingency the occurrence of which would give
another person voting or investment power over the Common Stock.
Item 7. Material Required to Be Filed as Exhibits
None.
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CUSIP No. 16122M 10 0 Page 7 of 7 Pages
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Signature
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.
First Charter, MHC
By: /s/ Curtis R. Kollar
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Curtis R. Kollar
Vice President, Treasurer and Chief Financial
Officer
October 24, 2001