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Form 8-K CHARTER FINANCIAL CORP For: Dec 09

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December 14, 2015 2:39 PM EST


UNITED STATES
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): December 9, 2015

_____________________________________

CHARTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

_____________________________________

 
Maryland
001-35870
90-0947148
 
 
(State or other jurisdiction of
(Commission
(IRS Employer
 
 
incorporation or organization)
File Number)
Identification No.)
 


1233 O. G. Skinner Drive, West Point, Georgia 31833
(Address of principal executive offices) (Zip Code)

(706) 645-1391
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

_____________________________________


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.     Other Events

On December 9, 2015, the Board of Directors of Charter Financial Corporation (the “Company”) adopted a new stock repurchase program. Under the repurchase program, the Company may repurchase up to 800,000 shares of its common stock, or approximately 5% of the current outstanding shares. The Company also announced that it completed its previous stock repurchase program adopted on September 18, 2014 and expanded on March 20, 2015. A copy of the press release announcing the new stock repurchase program and the completion of the previous stock repurchase program is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
Description
99.1
Stock repurchase press release dated December 9, 2015.





SIGNATURES

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 CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
Date:
December 14, 2015
By:
/s/ Curtis R. Kollar
 
 
 
 
Curtis R. Kollar
 
 
 
 
Senior Vice President and Chief Financial Officer
 





Exhibit 99.1

 
 
NEWS RELEASE
Contact:
 
 
Robert L. Johnson, Chairman & CEO
 
Dresner Corporate Services
Curt Kollar, CFO
 
Steve Carr
706-645-1391
 
312-780-7211
 
 
 

CHARTER FINANCIAL ANNOUNCES THE COMPLETION OF STOCK REPURCHASE PROGRAM AND THE ADOPTION OF A NEW STOCK REPURCHASE PROGRAM

West Point, Georgia, December 9, 2015 - Charter Financial Corporation (the “Company”) (NASDAQ: CHFN) announced today that it has completed its stock repurchase program adopted by the board of directors on September 18, 2014, and expanded on March 20, 2015, and has adopted a new stock repurchase program. Under the previous repurchase program, the Company purchased 2.6 million shares of its common stock at an average price of $11.63 per share. Under the newly adopted repurchase program, the Company may purchase up to 800,000 shares of its common stock, or approximately 5% of the current outstanding shares.

“With the completion of our most recent stock repurchase program for 2.6 million shares, the company has collectively repurchased approximately 7.5 million shares, or 33% of our common stock, since December 2013 for approximately $84.0 million,” said Chairman and CEO Robert L. Johnson. “We are pleased that our solid financial position continues to give us the opportunity to repurchase shares and we view this newly adopted stock repurchase program as a means to continue adding shareholder value.”

The repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

Repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.

The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares.



Exhibit 99.1

About Charter Financial Corporation

Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a full-service community bank and a federal savings institution. CharterBank is headquartered in West Point, Georgia, and operates branches in west-central Georgia, east-central Alabama, and the Florida Gulf Coast. CharterBank's deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Charter Financial Corporation and CharterBank on the internet at www.charterbk.com under About Us.

Forward-Looking Statements

This release contains “forward-looking statements” that may be identified by use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition and results of operation and business that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include but are not limited to general and local economic conditions; changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products, and services. Any or all forward-looking statements in this release and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties. Consequently, no forward-looking statements can be guaranteed. Except as required by law, the Company disclaims any obligation to subsequently revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.






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