SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 15, 1997
Charter Financial, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-27304 37-1345386
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
Registrant's telephone number, including area code:
(618) 443-2166
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 15, 1997, Charter Financial Inc. (The
"Registrant") completed its acquisition of Home Federal Savings
Bank ("Home"). As part of this acquisition, Home shareholders
received $21.00 per share for each share of Home's Common Stock
issued and outstanding. Additionally, the holders of Home stock
options received cash consideration equal to the difference
between the option exercise price and $21.00 multiplied by the
number of shares underlying the stock option. The total purchase
price was approximately $6.3 million.
For further information, see the Registrant's press release
included as Exhibit 99 to this report.
The following Exhibits are filed as part of this report:
Exhibit 99 Press Release of Charter Financial, Inc.
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
CHARTER FINANCIAL, INC.
DATE: January 22, 1997 By: \s\ Michael R. Howell
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Michael R. Howell
Executive Vice President
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For Immediate Release
January 17, 1997
For More Information Contact:
John A. Becker
President
(618) 443-2166
CHARTER FINANCIAL, INC. REPORTS
$1.2 MILLION IN NET INCOME
Charter Financial, Inc. reported net income for the first
quarter of fiscal year 1997 of $1.2 million or $0.29 per share.
This compares with net income of $793,000 or $0.18 per share for
the same period in fiscal year 1996.
Return on average assets and return on average stockholders'
equity were 1.21% and 8.10%, respectively, for the first quarter
of fiscal year 1997 compared to 1.08% and 8.70% for the first
quarter of fiscal year 1996.
Charter Financial's total assets increased $82.9 million, or
27.9%, to $380.1 million at December 31, 1996, from $297.1
million at December 31, 1995. The increase was primarily the
result of the acquisition of Community Savings Bank and the
origination and purchase of loans as well as the purchase of
investment securities.
Charter Financial's net interest income increased $556,000,
or 20.4%, to $3.3 million for the first quarter of fiscal year
1997 compared to $2.7 million for the same period in fiscal year
1996.
The provision for losses on loans of the first quarter was
$111,000 compared to $30,000 for the same period in fiscal year
1996. The higher provision was necessary to reflect the increase
in the loan portfolio as well as the composition of the loan
portfolio.
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Noninterest income increased by $254,000, or 69.9%, to
$618,000 for the quarter ended December 31, 1996, compared to
$364,000 for the quarter ended December 31, 1995. Noninterest
income for the first quarter of fiscal year 1997 reflected
increased late charges and other loan fees, gain on sale of
investments, deposit account fees and other noninterest income.
Noninterest expense for the first quarter of fiscal year
1997 increased $150,000, or 8.9%, to $1.9 million compared to
$1.7 million for the same period in fiscal year 1996. The
increase is primarily attributed to an increase in office
building and equipment, data processing, amortization of cost in
excess of fair value of net assets acquired and other noninterest
expense which increases were partially offset by a decrease in
compensation and employee benefits and a decrease in deposit
insurance premium.
During the first quarter of fiscal year 1997, Charter
Financial established a $128,000 reserve for potential losses
associated with Charter Bank, S.B.'s relationship with FTA Card
Services, Inc., the third-party creditcard servicer which
administrates Charter Bank, S.B.'s creditcard program.
All financial information reported for the three month
period ended December 31, 1996 and December 31, 1995, are on an
unaudited basis.
The book value per share of Charter Financial, Inc. Common
Stock at December 31, 1996, was $13.60. The tangible book value
per share at December 31, 1996, was $12.60.
Charter Financial, Inc. announced that its wholly-owned
subsidiary, Charter Bank, S.B., completed its acquisition of Home
Federal Savings Bank, Carbondale, Illinois, as of the close of
business on January 15, 1997. Pursuant to the Agreement and Plan
of Merger, each stockholder of Home Federal Savings Bank received
$21 in cash for each share they held at the completion of the
acquisition. The acquisition price totalled $6.3 million. Assets
of Charter Bank, S.B., totaled approximately $403.8 million after
the closing.
John A. Becker, President and Chief Executive Officer of
Charter Bank, stated "We are extremely please to have completed
the acquisition of Home Federal Savings Bank. We believe that the
acquisition will further strengthen our presence in Southern
Illinois and provide enhanced services to the communities served
by Charter Bank. In addition, the acquisition illustrates our
commitment to improve Charter Bank's franchise and provide
stockholders with long-term value. We look forward to the
opportunity to further serve the financial needs of the
Carbondale community."
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Charter Bank will make its entire line of financial
products, including free checking, credit cards and home equity
lines of credit, available in the new facility. In addition, the
professional staff will continue to provide customers with the
quality service and commitment they have come to expect.
John A. Becker, President and Chief Executive Officer of the
Company, stated that the Board of Directors has authorized a
repurchase program, subject to regulatory approval. Mr. Becker,
stated that the repurchase will include shares to fund the
Charter Financial, Inc., 1997 Recognition and Retention Plan.
According to Mr. Becker, the repurchases generally would be
effected through open market purchases, although he did not rule
out the possibility of unsolicited negotiated transactions or
other types of repurchases. No shares will be repurchased from
directors or officers of the Company. Mr. Becker explained that
the price to be paid for the shares purchased on the open market
will not exceed the greater of the highest independent bid or
independent sales price of the Company's stock on the Nasdaq
National Market. The number of shares to be purchased in the
open market during any day generally is not to exceed 25% of the
average daily trading volume of the Common Stock, except for
block purchases.
Charter Financial, Inc. is the holding company of Charter
Bank, S.B., which has eight offices located in Sparta,
Carbondale, Murphysboro, Steeleville, Anna, DuQuoin and Marion,
Illinois. The Common Stock of Charter Financial, Inc. is listed
in the NASDAQ Market under the symbol CBSB.
(Financial Tables Attached)
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CHARTER FINANCIAL, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
December 31
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1996 1995
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(unaudited) (unaudited)
(In Thousands)
<S> <C> <C>
Selected Financial Condition
Data:
Total assets $380,051 $297,120
Loans receivable, net 272,302 201,223
Investments, net (1) 74,587 70,167
Mortgage-backed securities,
net 15,901 15,734
Deposits 258,074 196,643
Borrowed money 59,857 33,011
Stockholders' equity 57,834 64,083
(1) Includes Federal Home Loan Bank stock and interest-bearing
deposits.
For the Three Months Ended
December 31
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1996 1995
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(unaudited) (unaudited)
(In Thousands)
Selected Operating Data:
Interest Income $7,156 $5,690
Interest expense 3,880 2,970
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Net interest income 3,276 2,720
Provision for losses on loans 111 30
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Net interest income after
provision for losses on
loans 3,165 2,690
Noninterest income 618 364
Noninterest expense 1,851 1,700
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Income before income
taxes 1,932 1,354
Income taxes 772 561
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Net income $1,160 $ 793
Earnings per share: $ 0.29 $ 0.18
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