UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 1327, 2012

CHARTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

United States	001-34889	~~001~~58-~~34889~~2659667	~~58-2659667~~
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(IRS Employer Identification No.)
(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)

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

Not Applicable

(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:

[ X ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201Other ~~Results of Operations and Financial Condition~~Events

On November 1327, 2012, the Boards of Directors of First Charter, MHC (the “Mutual Holding Company”), Charter Financial Corporation (the “Company”), aand ~~federal~~CharterBank ~~corporation~~(the ~~and~~“Bank”) each unanimously adopted the ~~holding~~Plan ~~company~~of ~~for~~Conversion ~~CharterBank,~~and ~~issued~~Reorganization anof ~~Earnings~~the ~~Release~~Mutual ~~announcing~~Holding ~~its~~Company ~~financial~~(the ~~results~~“Plan”) ~~for~~pursuant to which the ~~fiscal~~Mutual ~~year~~Holding ~~ended~~Company ~~September~~will ~~30,~~undertake ~~2012~~a “second-step” conversion and cease to exist. The ~~text~~Bank ofwill ~~the~~reorganize ~~press~~from ~~release~~a istwo-tier ~~included~~mutual asholding ~~Exhibit~~company ~~99.1~~structure to ~~this~~a ~~report.~~fully ~~The~~public ~~information~~stock ~~included~~holding incompany ~~the~~structure. ~~press~~The ~~release~~Mutual ~~text~~Holding isCompany ~~considered~~currently toowns beapproximately ~~"furnished"~~62.85% ~~under~~of the ~~Securities~~shares ~~Exchange~~of ~~Act~~common stock of ~~1934~~the Company.

~~Item~~Pursuant 9to the Plan, (i) the Bank will become a wholly owned subsidiary of a state-chartered stock corporation (“New Holding Company”), (ii) the shares of common stock of the Company held by persons other than the Mutual Holding Company (whose shares will be canceled) will be converted into shares of common stock of the New Holding Company pursuant to an exchange ratio designed to preserve the percentage ownership interests of such persons (excluding shares purchased in the stock offering described below and cash received in lieu of fractional shares), and (iii) the New Holding Company will offer and sell shares of common stock representing the ownership interest of the Mutual Holding Company in a subscription offering.01 The ~~Financial~~Plan ~~Statements~~is subject to regulatory approval as well as the approval of the depositors and ~~Exhibits~~certain borrowers of the Bank and the Company’s stockholders (including the approval of a majority of the Company’s outstanding shares of common stock held by persons other than the Mutual Holding Company).

~~(d)~~Shares ~~Exhibits~~not subscribed for in the subscription offering would be available for sale in a community offering and, if necessary, in a syndicated community offering or firm commitment underwritten public offering. The number and price of shares to be sold in the offering and the exchange ratio for current stockholders of the Company will be based on an independent appraisal.

99The foregoing summary of the Plan is not complete and is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 2.1 ~~Earnings~~to ~~Release~~this ~~dated~~Form ~~November~~8-K ~~13,~~and ~~2012~~which is incorporated herein by reference.

The Company announced the adoption of the Plan in a press release dated November 27, 2012. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description

2.1	Plan of Conversion and Reorganization of First Charter, MHC, dated November 27, 2012

99.1	Press Release dated November 27, 2012

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: November 19, 2012	By:	/s/ Curtis R. Kollar
Date: December 3, 2012	By:	/s/ Curtis R. Kollar
		Curtis R. Kollar
		Senior Vice President and Chief Financial Officer

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