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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. ______________)*
Charter Financial, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.10 per share
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(Title of Class of Securities)
161 225 107
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(CUSIP Number)
John A. Becker
114 West Broadway, Sparta, Illinois 62286
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1997
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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 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 __.
*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 disclosures provided in
a prior cover page.
The information required on 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 ("Act") 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. 161 225 107 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
(VOLUNTARY)
John A. Becker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___ (b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 223,574
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,500
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 198,940
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10 SHARED DISPOSITIVE POWER
2,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,534
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Items 3 and 5 below. __
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.37%
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14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the Common Stock, par value $.10 per share (the
"Common Stock"), of Charter Financial, Inc. (the "Company"),
located at 114 West Broadway, Sparta, Illinois 62286.
Item 2. Identity and Background
The name and address of the person filing this statement is
John A. Becker, 58 E. New Thompson Lake Road, Carbondale,
Illinois 62901. Mr. Becker is the President and Chief Executive
Officer and a director of the Company and the Company's wholly
owned subsidiary, Charter Bank, S.B., at the address stated
above. During the last five years, Mr. Becker has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in him being 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 being found in violation with respect to such laws.
Mr. Becker is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Becker has acquired beneficial ownership of 234,534
shares of Common Stock as follows:
(i) 76,937 shares purchased by Mr. Becker or his wife with
personal funds at an aggregate cost of $380,000;
(ii) 91,314 shares underlying stock options awarded to Mr.
Becker in consideration for his service as a director and officer
of the Company and the Bank which are currently exercisable or
which will become exercisable within 60 days;
(iii) 28,000 shares of restricted stock awarded to Mr.
Becker in consideration for his service as a director and officer
of the Company and the Bank;
(iv) 32,717 shares awarded as restricted stock to Mr. Becker
in consideration for services as a director and officer of the
Company and Bank which are now vested;
(v) 24,634 shares allocated to Mr. Becker's account under
the Bank's Employee Stock Ownership Plan (the "ESOP"); and
(vi) 2,500 shares acquired by a partnership in which Mr.
Becker has a 50% ownership interest.
Page 3 of 11
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Item 4. Purpose of Transaction
Except with respect to the ESOP allocations and stock
options and shares of restricted stock awarded to Mr. Becker by
the Company as compensation, all of the shares purchased and/or
acquired by Mr. Becker are for investment purposes. Mr. Becker
may, from time to time, depending upon market conditions and
other investment considerations, purchase additional shares of
the Common Stock for investment or dispose of shares of the
Common Stock. As President and Chief Executive Officer, Mr.
Becker regularly explores potential actions and transactions
which may be advantageous to the Company, including, but not
limited to, possible mergers, acquisitions, reorganizations or
other material changes in the business, corporate structure,
management, policies, governing instruments, capitalization,
securities or regulatory or reporting obligations of the Company.
In connection therewith, on November 19, 1997, the Company
entered into an Agreement and Plan of Merger (the "Agreement")
with Magna Group, Inc. ("Magna"), pursuant to which the Company
will merge with and into a wholly-owned subsidiary of Magna
("Merger Sub"), with Merger Sub as the surviving entity (the
"Merger"). The Agreement provides that each share of the
Company's Common Stock will be exchanged for 0.5751 of a share of
the common stock, par value $2.00 per share, of Magna and
associated Preferred Share Purchase Rights issued pursuant to the
Rights Agreement, dated as of November 11, 1988, between Magna
and Magna Trust Company.
Consummation of the Merger is subject to various conditions,
including approval of the Merger by certain regulatory
authorities and by the stockholders of the Company. No assurance
can be given as to when or whether the necessary approvals will
be obtained, or, even if obtained, when or whether the Merger
will be consummated.
Except as noted above, Mr. Becker has no 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 by the Company;
(b) an extraordinary corporate transaction, such as a
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 term of directors or to fill any existing
vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of the Company;
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(f) any other material change in the Company's business or
corporate structure;
(g) changes in the Company's certificate of incorporation,
bylaws or 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-quotation system of 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; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number of shares of Common Stock beneficially
owned by Mr. Becker as of October 15, 1997 was 234,534 shares,
representing 5.37% of the shares of Common Stock outstanding. Of
these shares, Mr. Becker had sole voting power over 223,574
shares (including 28,000 restricted shares and 24,634 shares
allocated to Mr. Becker's ESOP account over which Mr. Becker had
no dispositive powers) and sole dispositive power over 198,940
shares. The 234,534 shares include 8,460 shares owned by Mr.
Becker's wife, Bertha Becker, over which Mr. Becker may be deemed
to have shared voting and dispositive powers and 2,500 shares
held by a partnership over which Mr. Becker shares voting and
dispositive powers with Michael R. Howell. The 234,534 shares
also include 91,314 shares subject to options exercisable as of
October 15, 1997 or within 60 days of such date. Mr. Becker also
holds unexercisable options to purchase 36,000 shares of Common
Stock which are scheduled to vest in equal installments on
January 1, 1998, 1999, 2000 and 2001.
Mrs. Becker's address is 58 East New Thompson Lake Road,
Carbondale, Illinois 62901. During the last five years, Mrs.
Becker has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in her being subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
being found in violation of such laws.
Mrs. Becker is a citizen of the United States of America.
Mr. Howell's address is 1115 Birch Lane, Sparta, Illinois
62286. Mr. Howell is Executive Vice President and Treasurer and
a director of the Company. During the last five years, Mr.
Howell has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a
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civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him being 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 being found in violation with respect to
such laws.
Mr. Howell is a citizen of the United States of America.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Mr. Becker.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer
In connection with the Agreement referred to in Item 4
above, Mr. Becker has separately agreed to vote all shares of the
Common Stock which he beneficially owns in favor of the Merger at
a meeting of the Company's stockholders to be called for purposes
of voting upon the Merger. Except as discussed in the preceding
sentence, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Becker and any
other person with respect to any securities of the issuer,
including but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. Except
as noted above, none of the Common Stock beneficially owned by
Mr. Becker is pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or
investment power over such shares.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Voting Agreement between Magna Group, Inc.
and John A. Becker.
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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.
Date: December 18, 1997 /s/ John A. Becker
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John A. Becker
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November 19, 1997
Magna Group, Inc.
One Magna Place
1401 South Brentwood Boulevard
St. Louis, Missouri 63144-1401
Re: Support/Voting Agreement
Ladies and Gentlemen:
The undersigned understands that Magna Group, Inc. ("Magna")
and Charter Financial, Inc. ("Charter") are entering into an
Agreement and Plan of Merger dated the date hereof (the
"Agreement") providing for, among other things, a merger of
Charter into a wholly owned subsidiary of Magna (the "Merger"),
pursuant to which all of the outstanding shares of capital stock
of Charter will be exchanged for shares of the $2.00 par value
common stock of Magna (and associated preferred share purchase
rights) at the exchange ratio and upon the terms and conditions
set forth in the Agreement.
The undersigned is a stockholder of Charter (the
"Stockholder") and is entering into this letter agreement to
induce Magna to enter into the Agreement and to consummate the
transactions contemplated thereby.
The Stockholder confirms it agreement with Magna as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I annexed hereto sets forth the shares of the capital
stock of Charter of which the Stockholder is the record or
beneficial owner (the "Shares") and that the Stockholder is on
the date hereof the lawful owner of the number of Shares set
forth in Schedule I, free and clear of all liens, charges,
encumbrances, voting agreements, and commitments of every kind,
except as disclosed in Schedule I. Except as set forth in
Schedule I, the Stockholder does not own or hold any rights to
acquire any additional shares of the capital stock of Charter (by
exercise of stock options or otherwise) or any interest therein
or any voting rights with respect to any additional shares issued
by Charter.
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Magna Group, Inc.
November 19, 1997
Page 2
2. The Stockholder agrees that it will not, and will not
permit any company, trust or other entity controlled by the
Stockholder to, contract to sell, sell or otherwise transfer or
dispose of any of the Shares or any interest therein or
securities convertible thereinto or any voting rights with
respect thereto, other than (i) pursuant to the Merger, (ii) with
Magna's prior written consent, which consent shall not be
unreasonably withheld or delayed, and (iii) a transfer to a party
who executes a counterpart of this letter agreement to be bound
by the terms and provisions hereof, and (iv) charitable
contributions to charitable institutions which are supported
primarily by contributions from the general public; provided,
however, that in the case of clauses (ii), (iii) and (iv) of this
paragraph 2, the remaining obligations of the Stockholder
hereunder shall remain in full force and effect.
3. The Stockholder agrees it will not, and will not permit
any company, trust or other entity controlled by the Stockholder
to, authorize or permit any of Charter's officers, directors,
employees or agents to (i) directly or indirectly solicit,
initiate or encourage any inquiries relating to the making of any
proposal which constitutes a "Takeover Proposal" (as defined
below) or (ii) recommend or endorse any Takeover Proposal, or
(iii) participate in any negotiations or provide third parties
with any nonpublic information relating to any such inquiry or
proposal, in each case subject to the fiduciary duties of
Charter's Board of Directors as advised in writing by outside
counsel to Charter reasonably acceptable to Magna. Stockholder
will immediately cease and cause to be terminated any exiting
activities, discussions or negotiations previously conducted with
any parties other than Magna with respect to any of the
foregoing. The Stockholder agrees to notify Magna immediately if
any such inquiries or Takeover Proposals are received by, any
such information is requested from, or any such negotiations or
discussions are sought to be initiated or continued with,
Charter, and Stockholder will promptly inform Magna in writing of
all of the relevant details with respect to the foregoing. As
used in this Agreement, "Takeover Proposal" shall mean any tender
or exchange offer, proposal for a merger, consolidation or other
business combination involving Charter or Charter Bank or any
proposal or offer to acquire in any manner a substantial equity
interest in, or a substantial portion of the assets of, Charter
or a Charter Subsidiary other than the transactions contemplated
or permitted by this Agreement; provided, however, that nothing
herein shall prevent the Stockholder from taking any action as a
member of the Board of Directors of Charter to the extent
permitted by Section 5.1(e) of the Agreement.
4. The Stockholder agrees that all of the Shares
beneficially owned by the Stockholder, or over which the
Stockholder has voting power of control, directly or indirectly
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Magna Group, Inc.
November 19, 1997
Page 3
(including any common shares of Charter acquired after the date
hereof), at the record date for any meeting of stockholders of
Charter called to consider and vote to approve the Merger and the
Agreement and/or the transactions contemplated thereby will be
voted by the Stockholder in favor thereof and that Stockholder
will not vote such Shares in favor of any takeover proposal.
5. The Stockholder has all necessary power and authority
to enter into this letter agreement. This agreement is legal,
valid and binding agreement of the Stockholder, and is
enforceable against the Stockholder in accordance with the terms.
6. The Stockholder agrees that damages are an adequate
remedy for the breach by the Stockholder of any term or condition
of this letter agreement and that Magna shall be entitled to a
temporary restraining order and preliminary and permanent
injunctive relief in order to enforce the agreements provided for
herein.
7. This letter agreement may be terminated at the option
of any party at any time after the earlier of (i) the termination
of the Agreement and (ii) the Effective Time (as defined in the
Agreement). Please confirm that the foregoing correctly states
the understanding between the Stockholder and Magna by signing
and returning to the undersigned a counterpart hereof.
Very truly yours
/s/ John A. Becker
Confirmed on the date first above written.
Magna Group, Inc.
By:
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Title:
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SCHEDULE I
John A. Becker
11/19/97
Unexercised
Shares Owned Margin Account Options
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141,970 yes 127,314
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